EXHIBIT 10.14
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of April 12, 2001, by and
among Onyx Software Corporation (the "Borrower") and Silicon Valley Bank
("SVB"), as agent for itself and the Lenders (in such capacity "Agent") and
Comerica Bank-California ("Comerica") as a Lender (collectively the "Banks").
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may
be owing by Borrower to Banks, Borrower is indebted to Banks pursuant to, among
other documents, a Loan and Security Agreement, dated November 8, 2000, as may
be amended from time to time, (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a Committed Revolving Line in the original
principal amount of Twenty Five Million Dollars ($25,000,000). Defined terms
used but not otherwise defined herein shall have the same meanings as set forth
in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Banks shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Loan Agreement and in Intellectual Property
Security Agreement
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the "Security Documents". Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification to Loan Agreement.
Sub letter (i) under defined term "Permitted Indebtedness" as set
forth in Section 13.1 entitled "Definitions" is hereby amended in
part to provide that the amount of Permitted Indebtedness in
aggregate is hereby increasing temporarily to One Million Dollars
($1,000,000) for the sole purpose of Borrower guaranteeing a loan
of like amount to ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
until August 6, 2001.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
5. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
6. CONCERNING REVISED ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE. The Borrower
affirms and reaffirms that notwithstanding the terms of the Security Documents
to the contrary, (i) that the definition of "Code", "UCC" or "Uniform Commercial
Code" as set forth in the Security Documents shall be deemed to mean and refer
to "the Uniform Commercial Code as adopted by the State of Washington, as may be
amended and in effect from time to time and (ii) the Collateral is all assets of
the Borrower, as set forth in the Loan Agreement. In connection therewith, the
Collateral shall include, without limitation, the following categories of assets
as defined in the Code: goods (including inventory, equipment and any accessions
thereto), instruments (including promissory notes), documents, accounts
(including health-care-insurance receivables, and license fees), chattel paper
(whether tangible or electronic), deposit accounts, letter-of-credit rights
(whether or not the letter of credit is evidenced by a writing), commercial tort
claims, securities and all other investment property, general intangibles
(including payment intangibles and software), supporting obligations and any and
all proceeds of any thereof, wherever located, whether now owned or hereafter
acquired.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing Indebtedness, Banks
is relying upon Borrower's representations, warranties, and agreements, as set
forth in the Existing Loan Documents. Except as expressly modified pursuant to
this Loan Modification Agreement, the terms of the Existing Loan Documents
remain unchanged and in full force and effect. Bank's agreement to
modifications to the existing Indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Banks to make any future modifications to the
Indebtedness. Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Indebtedness. It is the intention of Banks and Borrower to
retain as liable parties all makers and endorsers of Existing Loan Documents,
unless the party is expressly released by Banks in writing. Unless expressly
released herein, no maker, endorser, or guarantor will be released by virtue of
this Loan Modification Agreement. The terms of this paragraph apply not only to
this Loan Modification Agreement, but also to all subsequent loan modification
agreements.
This Loan Modification Agreement is executed as of the date first written
above.
BORROWER: BANKS:
ONYX SOFTWARE CORPORATION SILICON VALLEY BANK, (as Agent)
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: VP Finance & Corp. Controller Title: Senior VP
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COMERICA BANK-CALIFORNIA, (as a Lender)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
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[LOGO OF SILICON VALLEY BANK]
SILICON VALLEY BANK
PRO FORMA INVOICE FOR LOAN CHARGES
BORROWER: Onyx Software Corporation
LOAN OFFICER: ▇▇▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇ ▇. ▇▇▇▇▇▇
DATE: April 12, 2001
Documentation Fee $250.00
TOTAL FEE DUE $250.00
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Please indicate the method of payment:
{ } A check for the total amount is attached.
{ } Debit DDA # __________________ for the total amount.
{ } Loan proceeds
_________________________________
Borrower (Date)
_________________________________
Silicon Valley Bank (Date)
Account Officer's Signature