Complies. Maintain at all times: Cash and cash equivalents (net of Credit Extensions) $ 10,000,000 $ Yes No Comments Regarding Exceptions: See Attached. Sincerely, SABA SOFTWARE, INC. BANK USE ONLY Received by: SIGNATURE AUTHORIZED SIGNER Date: Verified: TITLE AUTHORIZED SIGNER Date: DATE Compliance Status: Yes No EXHIBIT E FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200 (“Supplement”), to the Amended and Restated Loan and Security Agreement dated October 31, 2003 (the “Loan Agreement), by and between the undersigned (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Option 4 Basic Rate applicable to the Funding Date of the Option 4 Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct in all material respects on the date hereof and will be true and correct in all material respects on such Funding Date; and (c) it is in compliance with Section 6.8 of the Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK SABA SOFTWARE, INC. By: By: Name: Name: Title: Title: Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E The Financed Equipment being financed with the Equipment Facility 2 Advance with respect to which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Facility 2 Advance, this schedule automatically shall be deemed to be a part of the Collateral. Description of Equipment Make Xxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit E LOAN TERMS SCHEDULE # Loan Funding Date: , 200 Original Loan Amount: $ Option 4 Basic Rate: % Loan Factor: % Scheduled Payment Dates and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . One (1) payment of $ due . Maturity Date: Payment No. Payment Date 3 4 ... 35 [36]
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Complies. Maintain at all times: times (unless otherwise noted): Minimum Cash and cash equivalents (net of Credit Extensions) $ 10,000,000 Balances at Bank $4,000,000 $ Yes No Comments Regarding Exceptions: See Attached. Sincerely, SABA SOFTWARE, INC. BANK USE ONLY Received by: SIGNATURE Sincerely, AUTHORIZED SIGNER Date: Verified: TITLE SIGNATURE AUTHORIZED SIGNER Date: DATE TITLE Compliance Status: Status Yes No EXHIBIT E FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT NoDATE REVOLVING PROMISSORY NOTE $1,000,000 Palo Alto, California Date: December 20, 2004 VERSATA, INC. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200 (“SupplementBorrower”), for value received, hereby promises to pay to the Amended and Restated order of Venture Banking Group, a division of Greater Bay Bank N.A. (“Bank”), in lawful money of the United States of America, pursuant to that certain Loan and Security Agreement dated October 31as of December 20, 2003 2004, by and between Borrower and Bank (the “Loan Agreement”), by (i) the principal amount of $1,000,000 or, if lesser, (ii) the principal amount of all Advances outstanding as of the Revolving Maturity Date. All unpaid amounts of principal and between interest shall be due and payable in full on the undersigned (“Borrower”) and Silicon Valley Bank (“Bank”)Revolving Maturity Date. Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given This Note is referred to such terms in the Loan Agreement. To secure All terms defined in the prompt payment by Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. Borrower of all amounts further promises to pay interest on each Advance hereunder in like funds on the principal amount hereof from time to time outstanding from the date hereof until paid in full, at a rate or rates per annum and payable on the dates determined pursuant to the Loan Agreement. Payment on this Note shall be applied in the manner set forth in the Loan Agreement. The Loan Agreement contains provisions for acceleration of the maturity of Advances hereunder upon the occurrence of certain stated events and also provides for optional and mandatory prepayments of principal hereof prior to any stated maturity upon the terms and conditions therein specified. All Advances made by Bank to Borrower pursuant to the Loan Agreement shall be recorded by Bank on the books and records of Bank. The failure of Bank to record any Advance or any prepayment or payment made on account of the principal balance hereof shall not limit or otherwise affect the obligation of Borrower under this Note and under the Loan Agreement to pay the principal, interest and other amounts due and payable under the Advances. Any principal or interest payments on this Note not paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interest at the Default Rate. Upon the occurrence of a default hereunder or an Event of Default under the Loan Agreement, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the performance by Borrower option of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item be immediately collectible by or on behalf of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed Bank pursuant to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Option 4 Basic Rate applicable to the Funding Date of the Option 4 Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct applicable law. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses. The right to plead any and ail statutes of limitations as a defense to any demand hereunder is hereby waived to the full extent permitted by law. The amount of this Note is secured by the Collateral identified and described as security therefor in all material respects on the date hereof and will be true and correct in all material respects on such Funding Date; and (c) it is in compliance with Section 6.8 of the Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may Note shall be executed by governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of the laws of any other jurisdiction. The provisions of this Note shall inure to the benefit of and be binding upon any successor to Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrumentextend to any holder hereof. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK SABA SOFTWAREVERSATA, INC. By: By: /s/ WXXXXXX XXXXXXXXX Print Name: Name: Wxxxxxx Xxxxxxxxx Title: TitleCFO DISBURSEMENT REQUEST AND AUTHORIZATION Borrower: Annex A - Description VERSATA, INC. Bank: Venture Banking Group, a division of Financed Equipment Annex B - Loan Terms Schedule Annex A Greater Bay Bank N.A. LOAN TYPE. This is a Variable Rate, Revolving Line of Credit of a principal amount up to Exhibit E $1,000,000. PRIMARY PURPOSE OF LOAN. The Financed Equipment being financed with the Equipment Facility 2 Advance with respect to which primary purpose of this Loan Agreement Supplement loan is being executed is listed belowfor business. Upon the funding SPECIFIC PURPOSE. The specific purpose of such Equipment Facility 2 Advance, this schedule automatically shall be deemed to be a part of the Collateral. Description of Equipment Make Xxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit E LOAN TERMS SCHEDULE # Loan Funding Dateloan is: , 200 Original Loan Amount: $ Option 4 Basic Rate: % Loan Factor: % Scheduled Payment Dates Working capital and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . One (1) payment of $ due . Maturity Date: Payment No. Payment Date 3 4 ... 35 [36]general corporate purposes.
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Complies. Maintain at all times: Cash and cash equivalents (net of Credit Extensions) on deposit at Bank and/or Bank’s affiliates (to be maintained at all times) $ 10,000,000 7,500,000 $ Yes No $ Yes No Minimum Total Revenue* Quarter ending Minimum Total Revenue * - No longer applicable if Borrower meets or exceeds covenant for any three consecutive quarters 8/31/04 $ 8,800,000 11/30/04 $ 9,500,000 2/28/05 $ 10,500,000 5/31/05 $ 12,000,000 8/31/05 and thereafter $ 11,000,000 Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: AUTHORIZED SIGNER SABA SOFTWARE, INC. BANK USE ONLY Received by: SIGNATURE AUTHORIZED SIGNER Date: Verified: TITLE AUTHORIZED SIGNER Date: DATE Compliance Status: Yes No Exhibit C EXHIBIT E F FORM OF LOAN AGREEMENT SUPPLEMENT - EQUIPMENT FACILITY 3 ADVANCES LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ ], dated , 200 (“Supplement”), to the Amended and Restated Loan and Security Agreement dated October 31, 2003 (as amended, restated, or otherwise modified from time to time, the “Loan Agreement”), by and between the undersigned (“Borrower”) and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Option 4 5 Basic Rate or Option 6 Basic Rate applicable to the Funding Date of the Option 4 5 Loan or Option 6 Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct in all material respects on the date hereof and will be true and correct in all material respects on such Funding Date; and (c) it is in compliance with Section 6.8 of the Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK SABA SOFTWARE, INC. By: By: Name: Name: Title: Title: Annex A - Description of Financed Equipment Annex B - Loan Terms Schedule Annex A to Exhibit E F The Financed Equipment being financed with the Equipment Facility 2 3 Advance with respect to which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Facility 2 3 Advance, this schedule automatically shall be deemed to be a part of the Collateral. Description of Equipment Make Xxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit E F LOAN TERMS SCHEDULE # Loan Funding Date: , 200 Original Loan Amount: $ Option 4 5 Basic Rate: % Loan FactorOption 6 Basic Rate: % Scheduled Payment Dates and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . One (1) payment of $ due . Maturity Date: Payment No. Payment Date 3 4 ... 35 [36]
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Complies. Maintain at all timeson a Monthly Basis: Cash and cash equivalents Minimum Quick Ratio (net Adjusted) only if the events described in Section 6.8(i) of Credit Extensions) the Agreement occur 2.50:1.00 :1.00 Yes No Minimum Tangible Net Worth $ 10,000,000 14,000,000 $ Yes No Minimum Liquidity Coverage 2.50:1.00 :1.00 Yes No Comments Regarding Exceptions: See Attached. BANK USE ONLY Sincerely, Received by: Authorized Signer SABA SOFTWARE, INC. BANK USE ONLY Received by: SIGNATURE AUTHORIZED SIGNER Date: Verified: TITLE AUTHORIZED SIGNER Signature Authorized Signer Date: DATE Title Compliance Status: Yes No Date EXHIBIT E FORM OF LOAN AGREEMENT SUPPLEMENT LOAN AGREEMENT SUPPLEMENT No. [ ] LOAN AGREEMENT SUPPLEMENT No. [ [_], dated , 200 200_ (“Supplement”), to the Amended and Restated Loan and Security Agreement dated October 31August 30, 2003 2002 (the “Loan Agreement), ”) by and between the undersigned (“Borrower”) ), and Silicon Valley Bank (“Bank”). Capitalized terms used herein but not otherwise defined herein are used with the respective meanings given to such terms in the Loan Agreement. To secure the prompt payment by Borrower of all amounts from time to time outstanding under the Loan Agreement, and the performance by Borrower of all the terms contained in the Loan Agreement, Borrower grants Bank, a first priority security interest in each item of equipment and other property described in Annex A hereto, which equipment and other property shall be deemed to be additional Financed Equipment and Collateral. The Loan Agreement is hereby incorporated by reference herein and is hereby ratified, approved and confirmed. Annex A (Equipment Schedule) and Annex B (Loan Terms Schedule) are attached hereto. The proceeds of the Loan should be transferred to Borrower’s account with Bank set forth below: Bank Name: Silicon Valley Bank Account No.: Borrower hereby certifies that (a) the foregoing information is true and correct and authorizes Bank to endorse in its respective books and records, the Option 4 2 Basic Rate applicable to the Funding Date of the Option 4 2 Loan contemplated in this Loan Agreement Supplement and the principal amount set forth in the Loan Terms Schedule; (b) the representations and warranties made by Borrower in the Loan Agreement are true and correct in all material respects on the date hereof and will be true and correct in all material respects on such Funding Date; and (c) it is in compliance with Section 6.8 of the Loan Agreement. No Event of Default has occurred and is continuing under the Loan Agreement. This Supplement may be executed by Borrower and Bank in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Supplement is delivered as of this day and year first above written. SILICON VALLEY BANK SABA SOFTWARE, INC. By: By: Name: Name: Title: Title: Annex A - A—Description of Financed Equipment Annex B - B—Loan Terms Schedule Annex A to Exhibit E The Financed Equipment being financed with the Equipment Facility 2 Advance with respect to which this Loan Agreement Supplement is being executed is listed below. Upon the funding of such Equipment Facility 2 Advance, this schedule automatically shall be deemed to be a part of the Collateral. Description of Equipment Make Xxxxx Xxxxxx # Xxxxxxx # Xxxxx X to Exhibit E LOAN TERMS SCHEDULE # Loan Funding Date: , 200 Original Loan Amount: $ Option 4 Basic Rate: % Loan Factor: % Scheduled Payment Dates and Amounts*: One (1) payment of $ due payment of $ due monthly in advance from through . One (1) payment of $ due . Maturity Date: Payment No. Payment Date 3 4 ... 35 [36]Schedule
Appears in 1 contract
