Exhibit 10.10


 


Silicon Valley Bank


 


Amendment
to Loan Documents


 


	
  Borrower:

  	
  Unify Corporation

  
	
   

  	
   

  
	
  Date:

  	
  As of June 5, 2005 (the “June 2005
  Amendment Date”)

  



 


THIS AMENDMENT TO LOAN DOCUMENTS
is entered into between Silicon Valley Bank (“Silicon”) and the borrower named
above (“Borrower”).


 


Silicon and Borrower agree to amend the Loan
and Security Agreement between them, dated June 6, 2003 (as otherwise
amended, if at all, the “Loan Agreement”), as follows, effective as of the date
hereof.  (Capitalized terms used, but not
defined, in this Amendment shall have the meanings set forth in the Loan
Agreement.)  The term “June 2005
Amendment Date” as defined above hereby is incorporated into the Loan
Agreement.


 


1.                                      Amendments
to Loan Agreement.


 


(a) Modification of Advance Rate
relative to Eligible Accounts.  The portion of Section 1 of the Schedule to
Loan Agreement that currently reads as follows:


 


1.  Revolving
Loans.  An amount equal to: (A) the
lesser of:  (i) $1,000,000 at any
one time outstanding (the “Maximum Credit Limit”), or (ii) the sum of (a) 75%
(an “Advance Rate”) of the amount of Borrower’s Eligible Accounts (as defined
in Section 8 above) plus (b) 30% (an “Advance Rate”) of the amount of
Borrower’s unrestricted cash in investment accounts maintained at Silicon minus
(B) the Term Loans (as defined below).


 


, hereby is amended and restated in its entirety to read as follows:


 


1.  Revolving
Loans.  Subject to the terms and
conditions of this Agreement, Silicon agrees to make revolving advances
(individually and collectively, “Revolving Loans”) up to an aggregate amount
equal to: (A) the lesser of: (i) $1,000,000 at any one time
outstanding (the “Maximum Credit Limit”), or (ii) the sum of (a) 80%
(an “Advance Rate”) of the amount of Borrower’s Eligible Accounts (as defined
in Section 8 above) plus (b) 30% (an “Advance Rate”) of the amount of
Borrower’s unrestricted cash in investment accounts maintained at Silicon minus
(B) the then aggregate outstanding amount of Term Loans (as defined
below).


 


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(b) Modification of Definition
of Eligible Accounts.  Clause (viii) of the Minimum Eligibility
Requirements set forth in the definition of “Eligible Accounts” in Section 8
of the Loan Agreement, which currently reads as follows:


 


(viii) the Account must
not be owing from an Account Debtor located outside the United States or Canada
(unless pre-approved by Silicon in its discretion in writing, or backed by a
letter of credit satisfactory to Silicon, or FCIA insured satisfactory to
Silicon),


 


, hereby is amended and restated in its entirety to
read as follows:


 


(viii) the Account must
not be owing from an Account Debtor located outside the United States or Canada
(a “Foreign Account”), except for (A) Foreign Accounts in an aggregate
amount (up to $250,000) determined by Silicon in its discretion from time to time,
and (B) any other Foreign Accounts otherwise pre-approved by Silicon in
its discretion in writing, or backed by a letter of credit satisfactory to
Silicon, or FCIA insured satisfactory to Silicon,


 


(c) Modification
of Term Loans (including moving the Term Loan principal amortization provisions
formerly in Section 4 of the Schedule to Section 1 of the
Schedule).  The portion of Section 1 of the Schedule to
Loan Agreement that currently reads as follows:


 


2.  Term
Loans.  An amount equal to the
aggregate unpaid principal balance from time to time outstanding of the Loans (“Term
Loans”) made from time to time by Silicon to Borrower in a total amount not to
exceed $500,000 for the purchase by Borrower of new or used Equipment
acceptable to Silicon in its sole discretion, including computer equipment,
office equipment, lab equipment, test equipment and furnishings.  To evidence each of the Term Loans, Borrower
shall deliver to Silicon, at the time of each Term Loan request, an invoice for
the Equipment (a) to be purchased or (b) which was previously
purchased by the Borrower.  The Loan
request with respect to any particular Equipment must be made within 90 days of
the date such Equipment was purchased.  The
Term Loans shall be used only to (a) purchase Equipment or (b) reimburse
the Borrower for previously purchased Equipment and shall not exceed 100% of
the invoice amount of such Equipment approved from time to time by Silicon.  Subject to and upon the terms and conditions
of this Agreement, Term Loans shall be available through December 31,
2004.  The Term Loans shall be repaid as
provided for herein.  Interest shall
accrue from the date of each Term Loan at the rate provided for herein and is
payable monthly as provided for herein.  Term
Loans shall be made in disbursements of not less than $100,000.


 


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, hereby is amended and restated in its entirety to
read as follows:


 


2. Term Loans. Subject to the terms and
conditions of this Agreement: (a) Silicon previously made the following
term loans (individually and collectively, the “First Tranche Term Loans”): (i) that
certain term loan designated internally by Silicon as Loan #UNI-06, which has
an outstanding principal balance of $16,666.60 as of June 5, 2005; (ii) that
certain term loan designated internally by Silicon as Loan #UNI-07, which has
an outstanding principal balance of $20,833.27 as of June 5, 2005; and (iii) that
certain term loan designated internally by Silicon as Loan #UNI-08, which has
an outstanding principal balance of $68,021.59 as of June 5, 2005; and (b) Silicon
agrees to make additional term loans (individually and collectively, “Second
Tranche Term Loans”), in an aggregate original principal amount not to exceed
the result of (i) $250,000, minus (ii) the aggregate outstanding
principal amount of the First Tranche Term Loans as of the June 2005
Amendment Date; for the purchase by Borrower of new or used Equipment
acceptable to Silicon in its sole discretion, including computer equipment,
office equipment, lab equipment, test equipment and furnishings.  As used herein, the term “Term Loans” means,
individually and collectively, the First Tranche Term Loans and the Second
Tranche Term Loans.  To evidence each of
the Term Loans, Borrower shall deliver to Silicon, at the time of each Term
Loan request, an invoice for the Equipment (a) to be purchased or (b) which
was previously purchased by the Borrower.  The Loan request with respect to any
particular Equipment must be made within 90 days of the date such Equipment was
purchased.  The Term Loans shall be used
only to (a) purchase Equipment or (b) reimburse the Borrower for
previously purchased Equipment and shall not exceed 100% of the invoice amount
of such Equipment approved from time to time by Silicon.  Subject to and upon the terms and conditions
of this Agreement, Second Tranche Term Loans may be made by Silicon during the
period commencing on the June 2005 Amendment Date and ending on December 31,
2005.  The Term Loans shall be repaid as
provided for herein.  Interest shall
accrue from the date of each Term Loan at the rate provided for herein and is
payable monthly as provided for herein.  Term
Loans shall be made in disbursements of not less than $100,000.


 


The outstanding principal balance of each Term Loan
shall be repaid by Borrower to Silicon in twenty-four (24) equal monthly
payments of principal, commencing on the last day of the calendar month in which
the applicable Term Loan is made and continuing on the same day of each
subsequent month until the earlier of


 


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the following dates (with respect to each Term
Loan, the “Term Loan Maturity Date”): (i) the date such Term Loan has been
indefeasibly paid in full; or (ii) the Revolving Loans Maturity Date; or (iii) the
date this Agreement terminates by its terms or is terminated by either party in
accordance with its terms.  With respect
to each Term Loan, on the Term Loan Maturity Date for such Term Loan, the
entire unpaid principal balance of such Term Loan, plus all accrued and unpaid
interest thereon, shall be due and payable.  Interest on each Term Loan shall be payable
monthly as provided in Section 1.2 of this Agreement.


 


(d) Modification of Maturity Date (including moving the Term Loan
principal amortization provisions formerly in Section 4 of the Schedule to
Section 1 of the Schedule).  Section 4 of the Schedule to Loan
Agreement, which currently reads as follows:


 


4.         MATURITY DATE


(Section 6.1):                         June 5, 2005.


 


Notwithstanding the
foregoing, with respect to the Term Loans: The outstanding principal balance of
each Term Loan shall be repaid by Borrower to Silicon in twenty-four (24) equal
monthly payments of principal, commencing on the last day of the calendar month
in which the applicable Term Loan is made and continuing on the same day of
each subsequent month until the earlier of the following dates: (i) the
date such Term Loan has been indefeasibly paid in full, or (ii) the date
the Revolving Loans are terminated, or (iii) the date this Agreement
terminates by its terms or is terminated by either party in accordance with its
terms.  On the earlier to occur of the
foregoing dates, the entire unpaid principal balance of the Term Loans, plus
all accrued and unpaid interest thereon, shall be due and payable.  Interest on each Term Loan shall be payable
monthly as provided in Section 1.2
of this Agreement.


 


, hereby is amended and restated in its entirety to
read as follows:


 


4.         MATURITY DATE


(Section 6.1):         With respect to all Obligations other than
the Term Loan Obligations, June 4, 2006 (the “Revolving Loans Maturity
Date”).


 


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With respect to each Term
Loan and Obligations specifically identified to such Term Loan (collectively, “Term
Loan Obligations”), the Term Loan Maturity Date applicable to such Term Loan as
set forth in Section 1 of this Schedule.


 


(e) Modification of Early
Termination Fee.  The portion of Section 6.2 of the Loan
Agreement that currently reads as follows:


 


If this Agreement is
terminated by Borrower or by Silicon under this Section 6.2, Borrower
shall pay to Silicon a termination fee in an amount equal to one percent (1.0%)
of the Maximum Credit Limit, provided that no termination fee shall be charged
if the credit facility hereunder is replaced with a new facility from another
division of Silicon Valley Bank.


 


, hereby is amended and restated in its entirety to
read as follows:


 


If this Agreement is
terminated by Borrower or by Silicon under this Section 6.2, Borrower
shall pay to Silicon a termination fee in an amount equal to one-half of one
percent (0.5%) of the Maximum Credit Limit, provided that no termination fee
shall be charged if the credit facility hereunder is replaced with a new
facility from another division of Silicon Valley Bank.


 


(f) Modification of Certain
Reporting Requirements.  The portion of Section 6 of the Schedule to
Loan Agreement that currently
reads as follows:


 


2.                                       Monthly accounts receivable agings, aged by
invoice date, within fifteen days after the end of each month.


 


3.                                       Monthly accounts payable agings,
aged by invoice date, and outstanding or held check registers, if any, within
fifteen days after the end of each month.


 


4.                                       Monthly reconciliations of accounts
receivable agings (aged by invoice date), transaction reports, and general
ledger, within fifteen days after the end of each month.


 


, hereby is amended and restated in its entirety to
read as follows:


 


2.                                       Monthly accounts receivable agings, aged by
invoice date, within thirty days after the end of each month.


 


3.                                       Monthly accounts payable agings,
aged by invoice date, and outstanding or held check registers, if any, within
thirty days after the end of each month.


 


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4.                                       Monthly reconciliations of accounts
receivable agings (aged by invoice date), transaction reports, and general
ledger, within thirty days after the end of each month.


 


(g) Modification
of Certain Streamline Provision.  Subsection (2) of Section 8(c) of
the Schedule to Loan Agreement, which currently reads as follows:


 


(2)          In order for a Streamline Period to go into effect, and at all times
during the Streamline Period, no Revolving Loans may be outstanding or made, no
Letters of Credit may be outstanding, the combined amount of the required FX
Reserves and Cash Management Reserves may not exceed $250,000 and the amount of
Obligations outstanding with respect to the Term Loans may not exceed $500,000.


 


, hereby are amended and restated in their
respective entirety to read as follows:


 


(2)          In order for a Streamline Period to go into effect, and at all times
during the Streamline Period, no Revolving Loans may be outstanding or made,
and no Letters of Credit may be outstanding.


 


(h) Modification
of Financial Covenant (including deletion of existing Tangible Net Worth
financial covenant and addition of new Liquidity Covenant).  Section 5 of the Schedule to Loan Agreement, which currently
reads as follows:


 


5.         FINANCIAL COVENANTS


(Section 5.1):                         Borrower shall comply with each of the
following covenants:


 


Minimum Tangible


Net Worth:                               Borrower shall maintain a Tangible Net Worth
of not less than the following amounts as of the end of each of the following
months:


 


	
  As of end of:

  	
   

  	
  Minimum Tangible

  Net Worth

  
	
  May, 2004

  	
   

  	
  $

  	
  2,250,000

  
	
  June, 2004

  	
   

  	
  $

  	
  2,250,000

  
	
  July, 2004

  	
   

  	
  $

  	
  3,000,000

  
	
  August, 2004

  	
   

  	
  $

  	
  2,250,000

  



 


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  September, 2004

  	
   

  	
  $

  	
  2,250,000

  
	
  October, 2004

  	
   

  	
  $

  	
  3,000,000

  
	
  November, 2004

  	
   

  	
  $

  	
  2,250,000

  
	
  December, 2004

  	
   

  	
  $

  	
  2,250,000

  
	
  January 2005

  	
   

  	
  $

  	
  2,750,000

  
	
  February 2005

  	
   

  	
  $

  	
  2,250,000

  
	
  March 2005

  	
   

  	
  $

  	
  2,250,000

  
	
  April 2005

  	
   

  	
  $3,000,000; unless on or before March 31, 2005, the
  Minimum Tangible Net Worth Covenant shall be reset, by mutual written
  agreement of Silicon and Borrower in their respective discretion, for April 2005
  and each month thereafter based on Borrower’s projected financial statements
  for such period, such projected financial statements to have been approved by
  the Borrower’s Board of Directors and accepted jointly by Borrower and by
  Silicon in their respective discretion, which projected financial statements
  Borrower hereby covenants and agrees to deliver to Silicon no later than March 15,
  2005.

  
	
  May 2005

  	
   

  	
  $

  	
  2,250,000

  
					



 


Definitions.                                  For purposes of the foregoing financial
covenants, the following term shall have the following meaning:


 


“Tangible Net Worth” shall
mean the excess of total assets over total liabilities, determined in
accordance with GAAP, with the following adjustments:


 


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(A)      there shall be excluded from assets: 
(i) notes, accounts receivable and other obligations owing to
Borrower from its officers or other Affiliates, and (ii) all assets which
would be classified as intangible assets under GAAP, including without
limitation goodwill, licenses, patents, trademarks, trade names, copyrights,
capitalized software and organizational costs, licenses and franchises


 


(B)        there shall be excluded from liabilities: 
all indebtedness which is subordinated to the Obligations under a
subordination agreement in form specified by Silicon or by language in the
instrument evidencing the indebtedness which Silicon agrees in writing is
acceptable to Silicon in its good faith business judgment.


 


, hereby is amended and restated in its entirety to
read as follows:


 


5.         FINANCIAL COVENANTS


(Section 5.1):                         Borrower shall comply with each of the
following covenants:


 


Minimum


Liquidity:                                         During each month, Borrower shall maintain
Liquidity of at least $2,000,000.


 


Definitions.                                                     For purposes of the foregoing financial
covenants, the following term shall have the following meaning:


 


“Liquidity” shall mean, as
of any date of determination, the sum of (a) Borrower’s unrestricted cash
maintained on deposit at Silicon, plus (b) the net amount of all Eligible
Accounts of Borrower.


 


2.                                      Limited Waiver. 
Silicon and Borrower hereby agree that the failure of Borrower to comply
with the Tangible Net Worth financial covenant required under Section 5 of
the Schedule to Loan Agreement (as in effect immediately prior to the
effectiveness of this Amendment) solely for the month ending April 30,
2005 (the “Designated TNW Default”) hereby is waived. It is understood,
however, that the foregoing waiver of the Designated TNW Default does not
constitute a waiver of the aforementioned covenant with respect to any other
date or time period, or of any other provision or term of the Loan Agreement or
any other Loan Document, nor an agreement to waive in the future such covenant
with respect to any other date


 


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or time period or any other provision or term
of the Loan Agreement or any other Loan Document.


 


3.                                      Fee.  In
consideration for Silicon entering into this Amendment, Borrower shall
concurrently pay Silicon a fee in the amount of $15,000.00, which shall be
fully-earned and non-refundable and in addition to all interest and other fees
payable to Silicon under the Loan Documents. 
Silicon is authorized to charge such fee to Borrower’s loan account.


 


4.                                      Representations True.  Borrower
represents and warrants to Silicon that all representations and warranties set
forth in the Loan Agreement, as amended hereby, are
true and correct.


 


5.                                      General Provisions.  This
Amendment, the Loan Agreement, any prior written amendments to the Loan
Agreement signed by Silicon and Borrower, and the other written documents and
agreements between Silicon and 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 amended, all of
the terms and provisions of the Loan Agreement, and all other documents and
agreements between Silicon and Borrower shall continue in full force and effect
and the same are hereby ratified and confirmed.


 


[remainder of page intentionally
left blank; signature page follows]


 


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6.                                      Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same document.  Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment.


 


	
   

  	
  Borrower:

  	
  Silicon:

  
	
   

  	
   

  
	
   

  	
  UNIFY CORPORATION

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Todd E. Wille

  	
   

  	
  By

  	
  /s/ Mark Harris

  	
   

  
	
  President
  or Vice President

  	
  Title

  	
  Relationship Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Todd E. Wille

  	
   

  	
   

  
	
  Secretary
  or Ass’t Secretary

  	
   

  
								



 


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