EXHIBIT - 10.45
MODIFICATION TO LOAN & SECURITY AGREEMENT
This Fourth Modification to Revolving Credit Loan & Security Agreement (this
"Modification") is entered into as of June 9, 2000, by and between Comerica Bank
- California ("Bank") and Versant Corporation ("Borrower").
RECITALS
A. Bank and Borrower are parties to that certain Revolving Loan and
Security Agreement (Accounts and Inventory) dated as of May 15, 1997, as amended
(as amended supplemented, or otherwise modified from time to time, the
"Agreement"). In addition, Borrower executed in favor of Bank that certain
Variable Rate-Installment Note dated as of March 19, 1998 in the original
principal amount of Two Million Five Hundred Twenty Two Thousand Eighty Nine
Dollars and Ninety Five Cents ($2,522.089.95) (as amended, supplemented or
otherwise modified from time to time the "Term Note"). The Agreement, the Term
Note, and all related and supporting documents are referred to in this Agreement
as the "Loan Documents."
B. As of the date hereof, there is no principal amount owing under the
Agreement. As of the date hereof, there is owing under the Term Note the
principal amount of Seven Hundred Seventy Thousand Six Hundred thirty-eight
Dollars ($770,638), together with unpaid interest attorneys' fees and costs.
Such amount, plus accruing interest and ongoing attorneys' fees and costs are
hereinafter sometimes referred to herein as the "Existing Debt."
C. Borrower and Bank desire to amend certain provisions of the
Agreement, all in accordance with the terms of this amendment.
NOW. THEREFORE, the parties agree as follows:
1. ACKNOWLEDGEMENT OF LIABILITY. As of the date of this Agreement, Borrower owes
Bank an amount equal to the Existing Debt. Borrower reaffirms all of its
obligations under the Loan Documents and hereby forever waives and relinquishes
any and all claims, offsets or defenses that Borrower may now have with respect
to the payment of sums due and the performance of other obligations under the
Loan Documents. The security interests granted to Bank in the Agreement in the
Collateral remain perfected. first priority liens.
2. Amendments to Agreement. The Agreement is hereby amended as follows:
(a) The First sentence of Section 3.1 is amended to read as
follows:
This Agreement shall remain in full force and effect until
June 1. 2001, or until terminated by notice by Borrower.
(b) Subsection b of Section 6. 17 is amended to read as follows:
Tangible Effective Net Worth in an amount not less than Six
Million Dollars ($6.000,000):
3. CONDITIONS PRECEDENT TO EFFECTIVENESS. This Amendment shall become effective
only upon:
(a) receipt by the Bank of the following (each of which shall be
in form and substance satisfactory to Bank):
(i) counterparts of this Amendment duly executed on behalf
of the Borrower and the Bank:
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(ii) copies of resolutions of the Board of Directors or
other authorizing documents of Borrower, authorizing the execution and delivery
of this Agreement.
(b) Bank shall have a nonrefundable amendment fee in the amount
of $50,000, plus all Bank Expenses incurred in connection with this amendment:
and
(c) completion of such other matters and delivery of such other
agreements, documents and certificates as Bank may reasonably request.
4. REPRESENTATION AND WARRANTIES. Borrower represents and warrants that the
Representations and Warranties contained in the Agreement are true and correct
as of the date of this Amendment, and that no Event of Default has occurred and
is continuing.
5. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and shall inure to the benefit of Borrower and Bank and their respective
successors and assigns: provided, however, that the foregoing shall not
authorize any assignment by Borrower of its rights or duties hereunder.
(b) ENTIRE AGREEMENT. This Amendment and the Loan Documents
contain the entire agreement of the parties hereto, and supersede any other oral
or written agreements or understandings.
(c) COURSE OF DEALING: WAIVERS. No course of dealing on the part
of Bank or its officers nor any failure or delay in the exercise of any, right
by Bank. shall operate as a waiver thereof. and any single or partial exercise
of any such right shall not preclude any later exercise of any, such right.
Bank's failure at time to require strict performance by Borrower of any
provision shall not affect any right of Bank thereafter to demand strict
compliance and performance. Any suspension or waiver of a right must be in
writing signed by an officer of Bank.
(d) LEGAL EFFECT. Except as amended by this Amendment the
Agreement the Term Note. and all other Loan Documents remain in full force and
effect. If any, provision of this amendment conflicts with applicable law, such
provision shall be deemed severed from this Amendment and the balance of this
Amendment shall remain in full force and effect. Unless otherwise defined all
capitalized terms in this Amendment shall have the meaning set forth in the
Agreement.
(e) COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.
VERSANT CORPORATION
By, ____________________
Gary Rhea
Chief Financial Officer
COMERICA BANK-CALIFORNIA
By, _____________________
Roland Tucker
Title Vice President
