exv10w22



 





EXHIBIT 10.22




LOAN MODIFICATION AGREEMENT




     This Loan Modification Agreement (the “Modification”) is entered into as
of October 25, 2004, by and between Plumtree Software, Inc., a Delaware
corporation (the “Borrower”), and Silicon Valley Bank, a California — chartered
bank (“Bank”).



1. DESCRIPTION OF EXISTING OBLIGATIONS: Among other obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among
other documents, a Loan and Security Agreement, dated on or about March 14,
2001 (as may be amended, restated, supplemented or otherwise modified from time
to time, the “Loan Agreement”). The Loan Agreement provided for, among other
things, a Committed Revolving Line in the original principal amount of
$7,500,000 (such amount has been subsequently revised to various amounts by
Loan Modification Agreements of various dates and was most recently increased
to $3,509,000 by a Loan Modification Agreement dated as of March 18, 2004).
Capitalized terms used but not otherwise defined herein shall have the same
meanings as in the Loan Agreement; provided, that hereinafter all indebtedness
owing by Borrower to Bank shall be referred to as the “Indebtedness.”



2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness is
secured by the Collateral as described in the Loan Agreement. Hereinafter, all
other documents securing repayment of the Indebtedness shall be referred to as
the “Security Documents” and the Security Documents, together with all other
documents evidencing the Indebtedness shall be referred to as the “Existing
Loan Documents”.



3. DESCRIPTION OF CHANGE IN TERMS OF EXISTING LOAN DOCUMENTS.




	3.1	 	Letters of Credit Sublimit. Section 2.1.2 of the Loan
Agreement is hereby amended by replacing the amount “$3,209,000” set
forth in the first sentence therein with the amount “$4,000,000”.
	 
	3.2	 	Cash Management Services Sublimit. Section 2.1.4 of the Loan
Agreement is hereby amended by replacing the amount “$3,209,000” set
forth in the first sentence therein with the amount “$500,000”.
	 
	3.3	 	Financial Covenants. Section 6.7 of the Loan Agreement is
hereby amended in its entirety to read as follows:






6.7 Financial Covenants.




Borrower shall maintain at all times:




(i) Quick Ratio (Adjusted). As of the last day of each month
(“Date of Determination”), a ratio of Quick Assets to Current
Liabilities plus all



 









 






Indebtedness (including all outstanding Letters of Credit)
minus Deferred Revenue of at least 3.00:1.00.




(ii) Tangible Net Worth. As of the Date of Determination,
Tangible Net Worth of at least $40,000,000.




	3.4	 	Definitions. The following defined terms under Section 13.1
of the Loan Agreement are each hereby amended to read as follows:






“Committed Revolving Line” is aggregate Advances of up to
$4,000,000.




“Revolving Maturity Date” is October 24, 2005.




	3.5	 	Amended Exhibit D. Exhibit D to the Loan Agreement is hereby
amended to read in full as attached hereto as Attachment No. 1.





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



5. PAYMENT OF LOAN FEE. Borrower shall pay, on or prior to the date hereof, a
$5,000 nonrefundable loan fee.



6. NO DEFENSES OF BORROWER. Borrower agrees that, as of the date hereof, it has
no defenses against its obligations to pay all of the Indebtedness.



7. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the
Existing Loan Documents, Bank is relying upon Borrower’s representations,
warranties, and agreements, as set forth in the Existing Loan Documents.
Except as expressly modified pursuant to this Modification, the terms of the
Existing Loan Documents remain unchanged and in full force and effect. Bank’s
agreement to modify the Existing Loan Documents pursuant to this Modification
in no way shall obligate Bank to make any future modifications to the Existing
Loan Documents. Nothing in this Modification 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 the Existing Loan Documents unless
the party is expressly released by Bank in writing, and no maker, endorser or
guarantor will be released by virtue of this Modification.



8. CONDITIONS. The effectiveness of this Modification is conditioned upon (i)
payment of all reasonable Bank Expenses relating to this Modification, (ii)
payment of the loan fee as set forth under Section 5 hereof, and (iii)
execution and delivery to Bank of a fully executed copy of this Modification.



[Execution Page Follows Immediately]




 









 










IN WITNESS WHEREOF, each of the parties hereto has caused this
Modification to be executed and delivered by its duly authorized
representative as of the date first written above.





BORROWER:




PLUMTREE SOFTWARE, INC.,

a Delaware corporation





		
	By:	/s/ Eric Borrman 
 






	Name: Eric Borrman 	 






Title: Chief Financial Officer






 









 








ATTACHMENT NO. 1

REVISED FORM OF

EXHIBIT D

COMPLIANCE CERTIFICATE




	 	 	 
	TO:

	 	SILICON VALLEY BANK, INC.
	FROM:

	 	PLUMTREE SOFTWARE, INC.
	DATED:

	 	                                      







     The undersigned authorized officer (the “Officer”) of Plumtree Software,
Inc. (“Borrower”) certifies that, under the terms and conditions of the Loan
and Security Agreement dated as of March 14, 2001 between Borrower and Bank (as
amended from time to time, the “Agreement”): (i) Borrower is in complete
compliance for the period ending on the date first set forth above with all
required covenants except as noted below and (ii) all representations and
warranties in the Agreement are true and correct in all material respects on
this date. In addition, the Officer certifies that Borrower and each
Subsidiary (a) has timely filed all required tax returns and paid, or made
adequate provision to pay, all material taxes, except those being contested in
good faith with adequate reserves under Generally Accepted Accounting
Principles (GAAP) and (b) does not have any legal actions pending or threatened
against Borrower or any Subsidiary which Borrower has not previously notified
in writing to Bank. Attached are the required documents supporting the
certification. The Officer certifies that these are prepared in accordance
with GAAP consistently applied from one period to the next except as explained
in an accompanying letter or footnotes. The Officer acknowledges that no
borrowings may be requested at any time or date of determination that Borrower
is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is delivered.



Please indicate compliance status by circling Yes/No under “Complies” column.



	 	 	 	 	 
	Reporting Covenants
	 	 Required
	 	Complies

	1. Interim financial statements + CC

	 	Monthly within 30 days
	 	Yes      No
	2. Annual audited financial statements

	 	Within 120 days of FYE
	 	Yes      No







	 	 	 	 	 	 	 	 	 
	Financial Covenants
	 	Required
	 	Actual
	 	Complies

	1. Minimum Adjusted Quick Ratio

	 	 	3.00:1.00	 	 	   
	 	Yes      No
	2. Minimum Tangible Net Worth

	 	$	40,000,000	 	 	   
	 	Yes      No
	Have there been updates to Borrower’s intellectual property?	 	Yes      No







 









 








Comments Regarding Exceptions: See Attached.




Sincerely,




Plumtree Softree, Inc.,

a Delaware corporation







Signature








Title










Date







BANK USE ONLY





		
	Received by: 	
 





AUTHORIZED SIGNER





		
	Date: 	
 







		
	Verified: 	
 





AUTHORIZED SIGNER





		
	Date: 	
 






Compliance Status:
       Yes            No