**Exhibit 10.29**

 

SIXTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

 

This SixthAmendment to Loan and Security Agreement is entered into as of May 30, 2003(the “Amendment”), by and between COMERICA BANK-CALIFORNIA (“Bank”) andSEEBEYOND TECHNOLOGY CORPORATION (“Borrower”).

 

RECITALS

 

Borrower andBank are parties to that certain Loan and Security Agreement dated as ofDecember 4, 2000, as amended by that certain Amendment to Loan and SecurityAgreement dated as of June 10, 2001, that certain Second Amendment to Loan andSecurity Agreement dated as of October 31, 2001, that certain Third Amendmentto Loan and Security Agreement dated as of August 7, 2002, that certain FourthAmendment to Loan and Security Agreement dated as of December 24, 2002, andthat certain Fifth Amendment to Loan and Security Agreement dated as of March26, 2003, as amended from time to time (the “Agreement”).  The parties desire to amend the Agreement inaccordance with the terms of this Amendment.

 

NOW,THEREFORE, the parties agree as follows:

 

1.             Certain defined terms in Section 1of the Agreement hereby are amended as follows:

 

“RevolvingMaturity Date” means May 31, 2004.

 

2.             Unless otherwise defined, allinitially capitalized terms in this Amendment shall be as defined in theAgreement.  The Agreement, as amendedhereby, shall be and remain in full force and effect in accordance with itsrespective terms and hereby is ratified and confirmed in all respects.  Except as expressly set forth herein, theexecution, delivery, and performance of this Amendment shall not operate as awaiver of, or as an amendment of, any right, power, or remedy of Bank under theAgreement, as in effect prior to the date hereof.  Borrower ratifies and reaffirms the continuing effectiveness ofall promissory notes, guaranties, security agreements, mortgages, deeds oftrust, environmental agreements, and all other instruments, documents andagreements entered into in connection with the Agreement.

 

3.             Borrower represents and warrantsthat the representations and warranties contained in the Agreement are true andcorrect as of the date of this Amendment, and that no Event of Default hasoccurred and is continuing.

 

4.             This Amendment may be executed intwo or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one instrument.

 

5.             As a condition to the effectivenessof this Amendment, Bank shall have received, in form and substance satisfactoryto Bank, the following:

 

(a)           this Amendment, duly executed byBorrower;

 

(b)           a renewal fee in the amount ofEighteen Thousand Seven Hundred Fifty Dollars ($18,750);

 

(c)           an Affirmation of Security Agreementand Guaranty, executed by each of Borrower’s subsidiaries, in substantially theforms attached hereto;

 

(d)           an amount equal to all Bank Expensesincurred to date; and

 

(e)           such other documents, and completionof such other matters, as Bank may reasonably deem necessary or appropriate.

 

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IN WITNESSWHEREOF, the undersigned have executed this Amendment as of the first dateabove written.

 
|   | SEEBEYOND  TECHNOLOGY CORPORATION |
|--------|-----------------------------------|
|   |                              |
|   | By:                               | /s/ Barry  Plaga |   |
|   |                              |
|   | Title:                            | SVP &  CFO |   |
|   |                              |
|   |                              |
|   | COMERICA  BANK-CALIFORNIA         |
|   |                              |
|   | By:                               | /s/ Bonnie  Kehe |   |
|   |                              |   |
|   | Title:                            | Senior Vice  President |   |
|        |                                   |  |  |  |  |

 

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