Exhibit 10.25

 

**FOURTH LOAN MODIFICATIONAGREEMENT**

 

                This Fourth Loan ModificationAgreement (“Loan Modification Agreement”) is entered into as of August 3, 2001,by and between BroadVision, Inc., a Delaware corporation (the “Borrower”), andSilicon Valley Bank (“Bank”).

 

RECITALS

 

                Borrower and Bank are parties tothat certain Loan and Security Agreement dated as of July 2, 1997, as amendedfrom time to time, including, but not limited to, the First Amendment to Loanand Security Agreement dated as of February 5, 1998, the Second Amendment toLoan and Security Agreement dated as of April 7, 1998, he Amendment to Loan andSecurity Agreement dated as of May 4, 1999, the Loan Modification Agreementdated as of August 30, 1999, the Second Loan Modification Agreement dated as ofMay 3, 2000, the Third Loan Modification Agreement entered into as of May 11,2001, and as may be further amended or modified in writing from time to timehereafter (collectively, the “Loan Agreement”).

 

                NOW, THEREFORE, the parties agree as follows:

 

1.             DefinedTerms.  The defined terms used butnot otherwise defined herein shall have the same meanings as in the LoanAgreement.  Hereinafter, allindebtedness owing by Borrower to Bank shall be referred to as the“Indebtedness.”

 

2.             Descriptionof Collateral.  Repayment of theIndebtedness is secured by the Collateral as described in the Loan Agreement,including, without limitation, that certain SVB Investment Products andServices Account as defined below. Hereinafter, the above-described security documents, together with allother documents evidencing or securing the Indebtedness shall be referred to asthe “Existing Loan Documents.”

 

3.             Waiver.  Bank hereby waives the requirement thatBorrower maintain a minimum EBITDA of at least One Million Dollars ($1,000,000)for the fiscal quarter ending June 30, 2001 under Section 6.8 of the LoanAgreement.

 

4.             Descriptionof Change in Terms.

 

a.     Modificationsto Loan Agreement.

i.       Theterm “Revolving Maturity Date” as defined in Section 1.1 of the Loan Agreementis hereby changed from August 3, 2001, to November 3, 2001.

ii.      Bank shall not be required to make anyfurther Revolving Advances to Borrower, issue or cause to be issued any Lettersof Credit, or enter into any Exchange Contracts, as described in Section 2.1(c)of the Loan Agreement.

iii.     Thefollowing defined term is hereby added to Section 1.1 of the Loan Agreement:

 

“SVBInvestment Products and Services Account” shall mean that certain account,established via the attached Direct Investment Notice and Agreement, that ismaintained at Silicon Valley Bank or its authorized broker/dealer subsidiary(“Subsidiary”).

 

iv.    Section6.8 of the Loan Agreement is hereby amended in its entirety to read as follows:

 

“6.8  SVB Investment Products and ServicesAccount.  Borrower shall at alltimes maintain at least Ten Million ($10,000,000) in the SVB InvestmentProducts and Services Account.

 

v.     Section6.3 of the Loan Agreement is hereby amended in its entirety to read as follows:

 

“6.3  Financial Statements,Reports, Certificates.  Borrowershall deliver to Bank:  (a) as soon asavailable, but in any event within forty-five (45) days after the end of eachquarter, a company prepared consolidated balance sheet and income statementcovering Borrower’s consolidated operations during such period, certified by aResponsible Officer, (b) as soon as available, but in any event within ninety(90) days after the end of Borrower’s fiscal year, audited consolidatedfinancial statements of Borrower prepared in accordance with GAAP, consistentlyapplied, together with an unqualified opinion on such financial statements ofan independent certified public accounting firm reasonably acceptable to Bank;(c) within five (5) days upon becoming available, copies of all statements,reports and notices sent or made available generally by Borrower to itssecurity holders or to any holders of Subordinated Debt and all reports on Form10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptlyupon receipt of notice thereof, a report of any legal actions pending orthreatened against Borrower or any Subsidiary that could result in damages orcosts to Borrower of any Subsidiary of One Hundred thousand dollars ($100,000)or more; (e) prompt notice of any material change in the composition of theIntellectual Property Collateral, including, but not limited to, any subsequentownership right of the Borrower in or to any Copyright, Patent, or Trademarknot specified in any intellectual property security agreement between Borrowerand Bank or knowledge of an event that materially adversely effects the valueof the Intellectual Property Collateral; and (f) such budgets, salesprojections, operating plans or other financial information as Bank mayreasonably request from time to time.”

 

5.             LoanFee.  Upon the execution of thisLoan Modification Agreement, Borrower shall pay to Bank a loan fee of$7,000.00, and any other out-of-pocket costs incurred by Bank in connectionwith this Loan Modification Agreement, including, without limitation, the feesof Bank’s inside and outside legal counsel.

 

6.             ConsistentChanges.  The Existing LoanDocuments are hereby amended wherever necessary to reflect the changesdescribed above.

 

7.             NoDefenses of Borrower.  Borrower (andeach guarantor and pledgor signing below) agrees that, as of the date hereof,it has no defenses against the obligations to pay any amounts under theIndebtedness.

 

8.             ContinuingValidity.  Borrower understands andagrees that in modifying the existing Indebtedness, Bank is relying uponBorrower’s representations, warranties, and agreements, as set forth in theExisting Loan Documents.  Except asexpressly modified pursuant to this Loan Modification Agreement, the terms ofthe Existing Loan Documents remain unchanged and in full force and effect.  Bank’s agreement to modifications to theexisting Indebtedness pursuant to this Loan Modification Agreement in no wayshall obligate Bank to make any future grant, extension or modification to theIndebtedness or any part thereof. Nothing in this Loan Modification Agreement shall constitute asatisfaction of the Indebtedness.  It isthe intention of Bank and Borrower to retain as liable parties all makers andendorsers of Existing Loan Documents, unless the party is expressly released byBank in writing.  No maker or endorserwill be released by virtue of this Loan Modification Agreement.  The terms of this paragraph apply not onlyto this Loan Modification Agreement, but also to all subsequent loanmodification agreements.

 

9.             Conditions.  The effectiveness of this Loan ModificationAgreement is conditioned upon the execution of this document by all parties andthe Borrower’s delivery of this Loan Modification Agreement to the Bank.  Borrower represents and warrants that the Representationsand Warranties contained in the Loan Agreement are true and correct as of thedate of this Loan Modification Agreement and that no event of default hasoccurred and is continuing.

 

10.           FullForce and Effect.  Except asexpressly modified herein, all of the terms, covenants, conditions, warranties,and representations contained in the Loan Agreement shall remain and continuein full force and effect.

 

11.           Entire Agreement.  The written provisions of this LoanModification Agreement, together with the written provisions of the LoanAgreement, shall represent the entire agreement between the parties respectingthe subject matter thereof, and may not be contradicted by evidence of anyprior or contemporaneous agreement.

 

12.           Counterparts.  This Loan Modification Agreement may beexecuted in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one instrument.

 

This LoanModification Agreement is executed as of the date first set forth above.

 
| **BORROWER**           | **BANK**            |
|------------------------|---------------------|
|                   |                |
| BROADVISION, INC.,     | SILICON VALLEY BANK |
| A Delaware corporation |                |