EX-10.38



 





Exhibit 10.38



ACCOUNTS RECEIVABLE FINANCING MODIFICATION AGREEMENT




     This Accounts Receivable Financing Modification Agreement is entered into
as of October 15, 2004, by and between Greenfield Online, Inc. (the “Borrower”)
and Silicon Valley Bank (“Bank”).


1.     DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among
other documents, an Accounts Receivable Financing Agreement, dated August 9,
2001 by and between Borrower and Bank, as may be amended from time to time,
(the “Accounts Receivable Financing Agreement”). Capitalized terms used
without definition herein shall have the meanings assigned to them in the
Accounts Receivable Financing Agreement.



Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the “Indebtedness” and the Accounts Receivable Financing Agreement and any and
all other documents executed by Borrower in favor of Bank shall be referred to
as the “Existing Documents.”



2.     DESCRIPTION OF CHANGE IN TERMS.






	 	A.	 	Modification(s) to Accounts Receivable Financing Agreement:







	 	1.	 	Item “(H)” under Section 6.3 entitled “Affirmative
Covenants” is hereby amended to read as follows:






(H) Provide Bank with (i) as soon as available, but no later
than forty five (45) days following each fiscal quarter, a
company prepared balance sheet and income statement, prepared
under GAAP, consistently applied, covering Borrower’s
operations during the period, (ii) as soon as available, but no
later than thirty (30) days following each Reconciliation
Period (or 30 days following each fiscal quarter if no
outstanding Advances exist) an aged listing of accounts
receivable and accounts payable, and (iii) a deferred revenue
report from time to time upon Bank’s request. All of the
foregoing shall be in form and substance satisfactory to Bank.





	 	2.	 	Item “(M)” under Section 6.3 entitled “Affirmative
Covenants” is hereby amended to read as follows:






(M) Borrower shall have EBITDA of not less than $1 for the
fiscal quarter ending September 30, 2004 and each fiscal
quarter thereafter.





	 	3.	 	Item “(N)” under Section 6.3 entitled “Affirmative
Covenants” is hereby amended to read as follows:






(N) Maintain its primary operating accounts with Bank and after
December 31, 2004 maintain a depository account containing a
portion of Borrower’s excess cash (such amount to be determined
between Borrower and Bank) with Bank. All necessary transfers
shall take place on or before December 31, 2004.


3.     CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever
necessary to reflect the changes described above.



4.     NO DEFENSES OF BORROWER. Borrower agrees that, as of this date, it has no
defenses against the obligations to pay any amounts under the Indebtedness.



5.     CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
existing Indebtedness, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Documents. Except as
expressly modified pursuant to this Accounts Receivable Financing Modification
Agreement, the terms of the Existing Documents remain unchanged and in full
force and effect. Bank’s agreement to modifications to the existing
Indebtedness pursuant to this Accounts Receivable Financing Modification
Agreement in no way shall obligate Bank to make any future modifications to the
Indebtedness. Nothing in this Accounts Receivable Financing Modification
Agreement shall constitute a satisfaction of the Indebtedness. It is the
intention of Bank and Borrower to retain as liable parties all makers and
endorsers of Existing Documents, unless the party is expressly released by Bank
in writing. No maker, endorser, or guarantor will be released by virtue of
this Accounts Receivable Financing Modification Agreement. The terms of this
paragraph apply not only




 









 







to this Accounts Receivable Financing Modification Agreement, but also to any
subsequent Accounts Receivable Financing modification agreements.



6.     COUNTERSIGNATURE. This Accounts Receivable Financing Modification Agreement
shall become effective only when executed by Borrower and Bank.



This Accounts Receivable Financing Modification Agreement is executed as of the
date first written above.




	 	 	 	 	 	 	 
	BORROWER:	 	BANK:
	 
	 	 	 	 	 	 
	Greenfield Online, Inc.	 	Silicon Valley Bank
	 
	 	 	 	 	 	 
	By:

	 	   /s/ Jonathan A. Flatow
	 	By:
	 	   /s/ John K. Peck
	

	 	
 
	 	 	 	
 
	Name:

	 	   Jonathan A. Flatow
	 	Name:
	 	   John K. Peck
	

	 	
 
	 	 	 	
 
	Title:

	 	   VP & General Counsel
	 	Title:
	 	   Relationship Manager