Exhibit
10.44


 


Silicon
Valley Bank


 


Amendment
to Loan Agreement


 


	
  Borrower:

  	
  BroadVision,
  Inc.

  
	
   

  	
   

  
	
  Dated:

  	
  September
  29, 2004

  



 


THIS
AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered
into between SILICON VALLEY BANK (“Bank”) and the borrower named above
(referred to herein as 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 to amend and modify the Loan
Agreement as follows:


 


1.             Modified Definition. 
The defined term “Committed Revolving Line” as set
forth in Section 13 of the Loan Agreement is hereby amended to be as follows:


 


“ ‘Committed Revolving Line’ is (A) Fifteen Million Dollars
($15,000,000), provided that Borrower maintains at all times at Bank at
least $4,000,000 in unrestricted cash or cash equivalents, exclusive of any
loan proceeds from Bank; and (B) on and after December 31, 2004, Twenty Million
Dollars ($20,000,000) provided that Borrower maintains at all times at
Bank at least $10,000,000 in unrestricted cash or cash equivalents, exclusive
of any loan proceeds from Bank.”


 


2.             Modified Interest Rate Regarding Revolving Advances.  The first sentence of Section 2.3(a) which
now reads as follows:


 


“(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.”


 


IS HEREBY AMENDED TO READ AS FOLLOWS:


 


“(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 provided that any Revolving Advance remain
outstanding for a single day only; further, to the extent that any Revolving
Advance remains outstanding for more than one day the applicable interest rate
shall be deemed to be equal to a per annum rate
equal to the Prime Rate plus ten percentage points (10.00%).”


 





















 


3.             Revised Financial Covenants.  Section 6.7 of the Loan Agreement is hereby
amended to read as follows:


 


“6.7  Borrower, on a consolidated
basis, will maintain the following financial covenants:


 


(A) Borrower, at all times, will maintain at or through Bank
unrestricted cash or cash equivalents in a minimum aggregate amount of
$4,000,000 through December 30, 2004, exclusive of any loan proceeds made by
Bank to Borrower.  Thereafter, Borrower,
at all times, will maintain at or through Bank unrestricted cash or cash
equivalents in a minimum aggregate amount of $10,000,000, exclusive of any loan
proceeds made by Bank to Borrower.”


 


(B)  Borrower will, on a
quarterly basis, earn revenues of at least $17,500,000.”


 


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


 


5.             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 as 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/
  Amanda Peters

  	
   

  
	
   

  	
     President
  or Vice President

  	
   

  	
  Title

  	
  Vice
  President

  	
   

  
							



 


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