Accounts Recievable Purchase Modification Agreement



  
 Exhibit 10.29

  
 ACCOUNTS RECEIVABLE PURCHASE MODIFICATION AGREEMENT

  
 This Accounts Receivable Purchase Modification Agreement
is entered into as of December 19, 2003, by and between EGAIN COMMUNICATIONS CORPORATION (the “Seller”) and Silicon Valley Bank (“Buyer”). 
  

1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be owing by Seller to Buyer, Seller is indebted to Buyer pursuant to, among other
documents, an Accounts Receivable Purchase Agreement, dated September 24, 2002 by and between Seller and Buyer, as may be amended from time to time, (the “Accounts Receivable Purchase Agreement”). Capitalized terms used without definition
herein shall have the meanings assigned to them in the Accounts Receivable Purchase Agreement. 
  
 Hereinafter, all indebtedness owing by Seller to Buyer shall be referred to as the “Indebtedness”. 
  
 2. DESCRIPTION OF COLLATERAL. The Collateral as described in the Accounts Receivable Purchase Agreement and the Intellectual Property Security Agreement, dated
September 24, 2002 (“IP Agreement”), secures repayment of the Indebtedness. secures repayment of the Indebtedness. 
  
 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 Documents”. 
  
 3. DESCRIPTION OF CHANGE IN TERMS. 
  

	 	A.	Modification(s) to Accounts Receivable Purchase Agreement, effective as of the date first written above: 

  

	 	1.	Section 16 entitled “Term and Termination” is hereby amended in part to provide that the term of this Agreement shall be through June 30, 2004. 


 

	 	B.	Modification to the IP Agreement: 

  
 Item “(g)” under Section 3 entitled “Covenants and Warranties” is hereby amended to read as follows: 
  
 Grantor shall not register any Copyrights or Mask Works with the United
States Copyright Office unless it: (i) has given at least fifteen (15) days’ prior notice to Bank of its intent to register such Copyrights or Mask Works and has provided Bank with a copy of the application it intends to file with the United
States Copyright Office (excluding exhibits thereto); (ii) executes a security agreement or such other documents as Bank may reasonably request in order to maintain the perfection and priority of Bank’s security interest in the Copyrights
proposed to be registered with the United States Copyright Office; and (iii) records such security documents with the United States Copyright Office contemporaneously with filing the Copyright application(s) with the United States Copyright Office.
Grantor shall promptly provide to Bank a copy of the Copyright application(s) filed with the United States Copyright Office, together with evidence of the recording of the security documents necessary for Bank to maintain the perfection and priority
of its security interest in such Copyrights or Mask Works. Grantor shall provide 

  

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written notice to Bank of any application filed by Grantor in the United States Patent Trademark Office for a patent or to register a trademark or service
mark within 30 days of any such filing; 
  
 4. CONSISTENT CHANGES. The
Existing Documents are each hereby amended wherever necessary to reflect the changes described above. 
  
 5. NO DEFENSES OF SELLER. Seller agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. 
  
 6. PAYMENT OF FACILITY FEE. Seller shall pay Buyer a fee in the amount of Nine Thousand Three Hundred Seventy Five Dollars
($9,375.00) (“Facility Fee”). 
  
 7. CONTINUING VALIDITY. Seller
understands and agrees that in modifying the existing Indebtedness, Buyer is relying upon Seller’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Accounts
Receivable Purchase Modification Agreement, the terms of the Existing Documents remain unchanged and in full force and effect. Buyer’s agreement to modifications to the existing Indebtedness pursuant to this Accounts Receivable Purchase
Modification Agreement in no way shall obligate Buyer to make any future modifications to the Indebtedness. Nothing in this Accounts Receivable Purchase Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention
of Buyer and Seller to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Buyer in writing. No maker, endorser, or guarantor will be released by virtue of this Accounts Receivable
Purchase Modification Agreement. The terms of this paragraph apply not only to this Accounts Receivable Purchase Modification Agreement, but also to any subsequent Accounts Receivable Purchase modification agreements. 
  
 8. CONDITIONS. The effectiveness of this Accounts Receivable Purchase Modification
Agreement is conditioned upon payment of the Facility Fee. 
  
 This Accounts
Receivable Purchase Modification Agreement is executed as of the date first written above. 
  

									
	 SELLER:
  
 EGAIN COMMUNICATIONS CORPORATION
	 	 	 	 BUYER:
  
 SILICON VALLEY BANK

					
	By:	 	 	 	 	 	By:	 	 
	 	 	
	 	 	 	 	 	

	 Name:
	 	 	 	 	 	 Name:
	 	 
	 	 	
	 	 	 	 	 	

	 Title:
	 	 	 	 	 	 Title:
	 	 
	 	 	
	 	 	 	 	 	


  

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