Exhibit 10.55


 


Silicon Valley Bank


 


Amendment
to Loan Agreement


 


	
  Borrower:

  	
   

  	
  BroadVision, Inc.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  February 26, 2005

  



 


THIS
AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered
into between SILICON VALLEY BANK (“Bank”) and the borrower named above
(referred to herein at the “Borrower”).


 


Reference is made
to that certain Amended and Restated Loan and Security Agreement dated as of
March 31, 2002 between Bank and Borrower, as amended or otherwise modified from
time to time (referred to herein as the “Loan Agreement”). (Capitalized terms
used but not defined in this Amendment, shall have the meanings set forth in
the Loan Agreement.)


 


Effective as of
the date hereof, the parties hereto hereby agree as follows:


 


1.             Modified
Section 2.1.l(c).  Section
2.l.l(c) is hereby amended in its entirety to read as follows:


 


“(c)         The Committed Revolving Line terminates
on the Revolving Maturity Date, when all Revolving Advances, and all accrued
and unpaid interest thereon, are immediately due and payable.”


 


2.             Extension of
and Modifications to Equipment Advances Provisions.  The Fifth Modification to the Amended and
Restated Loan and Security Agreement dated as of February 27, 2004 by and
between Bank and Borrower added an equipment advance facility to the Loan Agreement
(the “Equipment Facility”) and denoted certain of such provisions relating
thereto as constituting Section 2.1.5 of the Loan Agreement; the denomination
of such section as Section 2.1.5 was incorrect.  This Amendment hereby corrects the denomination
of such Section to be a new Section 2.1.6 to follow then previously and
now-existing Section 2.1.5 (regarding Term Loans) and the Equipment Facility
provisions thereunder of (a), (b) and (c) shall be deemed to be provisions
under Section 2.1.6 of the Loan Agreement and all references to Section 2.1.5
shall be deemed properly to be references to Term Loan #1 and Term Loan #2 as
set forth in the Loan Agreement.  A
single borrowing under the Equipment Facility was made during its initial draw
period (which draw period ended as of the date hereof) and the principal amount
of such loan the “Existing Equipment Advance”) as of the date hereof is
$53,573.83 and such advance is being repaid in accordance with the terms set
forth in the Equipment Facility provisions. The parties desire to extend the
draw period of such Equipment Facility for an additional year from the date
hereof ending on the Committed Termination Date as modified hereby, and to
allow the Committed Equipment Line (as such term is modified per the provisions
of this Amendment) to be available to Borrower for new advances during such
extended period. Thus, it is agreed that the Existing Equipment Advance shall
continue to be repaid in accordance with the terms


 





















 


applicable thereto as set
forth in the Loan Agreement and that the Committed Equipment Line amount
henceforth be available to Borrower for an additional period of time, ending on
the revised Commitment Termination Date and that all the Equipment Facility
provisions shall remain fully applicable and effective as to all new Equipment
Advances to be made on and after the date hereof, all as may be modified
pursuant to the terms hereof, provided that, and regardless of any other
provision set forth in the Equipment Facility Provisions, the minimum advance
amount per Equipment Advance shall be $50,000 and there shall be no more than
five Equipment Advances made in total, other than the Existing Equipment
Advance, which shall be deemed an Equipment Advance for all purposes other than
as specifically set forth herein or in the Loan Agreement as modified hereby.


 


3.             Modified Section 2.3(a).  Section 2.3(a) is hereby amended in its
entirely to read as follows:


 


“2.3(a) Revolving Advances shall accrue interest on
the aggregate principal balance thereof from time to time outstanding at a per annum rate equal to the Prime Rate.
Term Loan #1 shall accrue interest on the aggregate principal balance thereof
from time to time outstanding at a per annum rate equal to the Prime Rate. Term Loan #2 shall
accrue interest on the aggregate principal balance thereof from time to time
outstanding at a per annum rate
equal to the Prime Rate plus one and one-quarter percentage points (1.25%).
After an Event of Default, Obligations shall accrue interest at a rate equal to
three percentage points (3.00%) above the respective rates effective for such
Obligations immediately before such Event of Default.  The interest rate shall increase or decrease
when the Prime Rate changes. Interest is computed on a 360-day year for the actual
number of days elapsed.”


 


4.             Modified
Section 2.3.2(b).  The first sentence of Section 2.3.2(b) that
now reads as fallows:


 


“Each Equipment Advance will bear interest at the per
annum rate of interest equal to the Prime Rate plus three-quarters of one
percent (0.75%).”


 


IS HEREBY AMENDED TO READ AS
FOLLOWS:


 


The Existing Equipment Advance will bear interest at
the per annum rate of interest equal to the
Prime Rate plus three-quarters of one percentage point (0.75%), and all other
Equipment Advances shall bear interest at the per annum
rate of interest equal to the Prime Rate plus one-half of one percentage point
(0.50%).”


 


5.             Modified
Definitions.  The defined
terms “Committed Equipment Line”. “Commitment Termination Date”, “Committed
Revolving Line” and “ Revolving Maturity Date” as set forth in Section 13 of
the Loan Agreement are hereby amended to read respectively as follows:


 


“      ‘Committed Equipment Line’ shall mean
$440,770.35.


 


‘Commitment
Termination Date’ shall mean February 25, 2006.


 


‘Committed
Revolving Line’ is Twenty Million Dollars ($20,000,000).


 


2





















 


‘Revolving
Maturity Date’ shall mean February 25, 2006.    ”


 


6.             Fees and
Expenses.  Borrower shall pay
to Bank a loan fee in the amount of $54,408 concurrently herewith, which shall
be in addition to interest and to all other amounts payable under the Loan
Agreement, and which shall be non-refundable. Further, Borrower shall pay to
Bank all Bank Expenses incurred in connection herewith, all as mart fully set
forth in the Loan Agreement, including, without limitation, all legal fees and
expenses incurred in connection herewith.


 


7.             Representations
True.  Borrower represents and
warrants to Bank that all representations and warranties in the Loan Agreement,
as modified hereby, are true and correct.


 


8.             General
Provisions.  This Amendment, the Loan Agreement, any prior
written amendments and modifications to the Loan Agreement signed by Bank and
the Borrower, and the other written documents and agreements between Bank and
the Borrower set forth in full all of the representations and agreements of the
parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except at herein expressly modified, all of
the terms and provisions of the Loan Agreement, and all other documents and
agreements between Bank and the Borrower shall continue in full force and
effect and the same are hereby ratified and confirmed. This Amendment may be
executed in any number of counterparts, which when taken together shall
constitute one and the same agreement.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the date first written above.


 


	
  Borrower:

  	
  Silicon:

  
	
   

  	
   

  
	
  BROADVISION,
  INC.

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ William E. Meyer

  	
   

  	
  By

  	
  /s/ Nick Trangas

  	
   

  
	
   

  	
  William E. Meyer

  	
   

  	
  Title

  	
  Relationship Manager

  	
   

  
	
  Title

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  	
   

  



 


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