ex10-56.htm


    Exhibit 10.56

    
 

    TWELFTH
LOAN MODIFICATION AGREEMENT

    


    This Twelfth Loan Modification
Agreement (this “Loan Modification Agreement”) is entered into as of June 30,
2009 and is effective as of April 29, 2009, by and between SILICON VALLEY BANK, a
California corporation, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“Bank”) and
DOUBLE-TAKE SOFTWARE, INC.,
f/k/a NSI SOFTWARE, INC., successor by merger with NETWORK SPECIALISTS,
INCORPORATED, a Delaware corporation with offices at Two Hudson Place, Suite
700, Hoboken, New Jersey 07030 (“Borrower”).

    


    
      	
              1.  

            	
              DESCRIPTION OF
      EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and
      obligations which may be owing by Borrower to Bank, Borrower is indebted
      to Bank pursuant to a loan arrangement dated as of October 16, 2003,
      evidenced by , among other documents, a certain Loan and Security
      Agreement dated as of October 16, 2003, between Borrower and Bank (as
      amended, the “Loan Agreement”).  Capitalized terms used but not
      otherwise defined herein shall have the same meaning as in the Loan
      Agreement.

            


    

    


    
      	
              2.  

            	
              DESCRIPTION OF
      COLLATERAL. Repayment of the Obligations is secured by the
      Collateral as described in the Loan Agreement (together with any other
      collateral security granted to Bank, the “Security
      Documents”).

            


    

    


    Hereinafter,
the Security Documents, together with all other documents evidencing or securing
the Obligations shall be referred to as the “Existing Loan
Documents”.

    


    
      	
              3.  

            	
              DESCRIPTION OF CHANGE
      IN TERMS.

            


    

    


    
      	
              A.  

            	
              Modification to Loan
      Agreement.  The Loan Agreement shall be amended by
      deleting the following, appearing as Section 4 of the Schedule thereof, in
      its entirety:

            


    

    


    “4.           Maturity
Date

    (Section
6.1)                                April
29, 2009.”

    


    And
inserting in lieu thereof the following:

    


    “4.           Maturity
Date

    (Section
6.1)                                April
28, 2010.”

    


    
      	
              4.  

            	
              FEES.  Borrower
      shall reimburse Bank for all legal fees and expenses incurred in
      connection with this amendment to the Existing Loan
    Document.

            


    

    


    
      	
              5.  

            	
              RATIFICATION OF
      PERFECTION CERTIFICATE.  Borrower hereby ratifies,
      confirms and reaffirms, all and singular, the terms and disclosures
      contained in a certain Perfection Certificate delivered to Bank on or
      about October 16, 2003, and acknowledges, confirms and agrees the
      disclosures and information provided therein have not changed, as of the
      date hereof.

            


    

    


    
      	
              6.  

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

            


    

    


    
      	
              7.  

            	
              RATIFICATION OF LOAN
      DOCUMENTS.  Borrower hereby ratifies, confirms, and
      reaffirms all terms and conditions of all security or other collateral
      granted to the Bank, and confirms that the indebtedness secured thereby
      includes, without limitation, the
Obligations.

            


    

    


    
      	
              8.  

            	
              NO DEFENSES OF
      BORROWER.  Borrower hereby acknowledges and agrees that
      Borrower has no offsets, defenses, claims, or counterclaims against Bank
      with respect to the Obligations, or otherwise, and that if Borrower now
      has, or ever did have, any offsets, defenses, claims or counterclaims
      against Bank, whether known or unknown, at law or in equity, all of them
      are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any
      liability thereunder.

            


    

    


    
      	
              9.  

            	
              CONTINUING
      VALIDITY.  Borrower understands and agrees that in
      modifying the existing Obligations, 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 Loan
      Modification Agreement, the terms of the Existing Loan Documents remain
      unchanged and in full force and effect.  Bank’s agreement to
      modifications to the existing Obligations pursuant to this Loan
      Modification Agreement in no way shall obligate Bank to make any future
      modifications to the Obligations.  Nothing in this Loan
      Modification Agreement shall constitute a satisfaction of the
      Obligations.  It is the intention of Bank and Borrower to retain
      as liable parties all makers of Existing Loan Documents, unless the party
      is expressly released by Bank in writing.  No maker will be
      released by virtue of this Loan Modification
  Agreement.

            


    

    


    
      	
              10.  

            	
              CONFIDENTIALITY.  Bank
      may use confidential information for the development of databases,
      reporting purposes, and market analysis, so long as such confidential
      information is aggregated and anonymized prior to distribution unless
      otherwise expressly permitted by Borrower.  The provisions of
      the immediately preceding sentence shall survive the termination of the
      Loan Agreement.

            


    

    


    
      	
              11.  

            	
              COUNTERSIGNATURE.  This
      Loan Modification Agreement shall become effective only when it shall have
      been executed by Borrower and bank.

            


    

    


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    This Loan Modification Agreement is
executed as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the effective date first written above.

    


    BORROWER:

    


    DOUBLE-TAKE
SOFTWARE, INC.

    


    By: /s/ S. Craig
Huke                                                                

    Name: S. Craig
Huke                                                                

    Title: Chief Financial
Officer                                                                

    


    


    


    BANK:

    


    SILICON
VALLEY BANK

    


    By: /s/ Jay
Wefel                                                      

    Name: Jay
Wefel                                                      

    Title: Relationship
Manager