PRIME RATE MAY CHANGE FROM TIME TO TIME OVER THE TERM OF
4
THIS AGREEMENT, BUT IN NO EVENT SHALL THE PRIME RATE AT ANY TIME BE LOWER THAN
FOUR PERCENT (4%) FOR PURPOSES OF THIS AGREEMENT.
"REPAYMENT PERIOD"
AS TO EACH EQUIPMENT ADVANCE IS 36 MONTHS.
"REVOLVING MATURITY DATE"
IS FEBRUARY 26, 2005.
"SCHEDULED PAYMENTS" IS DESCRIBED IN SECTION 2.3.2(A).
3.8
AMENDED EXHIBIT C.
EXHIBIT C 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
IN SECTION 3 HEREOF.
5.
NO DEFENSES OF BORROWER.
BORROWER
AGREES THAT, AS OF THE DATE HEREOF, IT HAS NO DEFENSES AGAINST THE OBLIGATIONS
TO PAY ANY AMOUNTS OF THE INDEBTEDNESS.
6.
CONTINUING VALIDITY.
BORROWER
UNDERSTANDS AND AGREES THAT IN MODIFYING THE EXISTING LOAN DOCUMENTS, BANK IS
RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS, ALL AS SET
FORTH IN THE EXISTING LOAN DOCUMENTS.
EXCEPT AS EXPRESSLY MODIFIED PURSUANT TO
THIS FIFTH MODIFICATION, THE TERMS OF THE EXISTING LOAN DOCUMENTS REMAIN
UNCHANGED AND IN FULL FORCE AND EFFECT, AND HEREAFTER THE EXISTING LOAN
DOCUMENTS SHALL INCLUDE THE TERMS OF THIS FIFTH MODIFICATION AS IF SET FORTH
THEREIN IN FULL.
BANK'S AGREEMENT TO MODIFICATIONS TO THE EXISTING LOAN
DOCUMENTS PURSUANT TO THIS FIFTH MODIFICATION SHALL IN NO WAY OBLIGATE BANK TO
MAKE ANY FUTURE MODIFICATIONS TO THE EXISTING LOAN DOCUMENTS.
NOTHING IN THIS
FIFTH MODIFICATION SHALL CONSTITUTE A SATISFACTION OF THE INDEBTEDNESS OR ANY
PORTION THEREOF.
IT IS THE INTENTION OF BANK AND BORROWER TO RETAIN AS LIABLE
PARTIES ALL MAKERS AND ENDORSERS OF 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 FIFTH MODIFICATION.
THE TERMS OF THIS PARAGRAPH
APPLY NOT ONLY TO THIS FIFTH MODIFICATION, BUT ALSO TO ALL SUBSEQUENT LOAN
MODIFICATION AGREEMENTS.
7.
CONDITION PRECEDENT TO EFFECTIVENESS.
BEFORE THIS FIFTH MODIFICATION, AND BANK'S AND BORROWER'S RESPECTIVE RIGHTS AND
OBLIGATIONS HEREUNDER, SHALL BE EFFECTIVE BORROWER SHALL HAVE PAID TO BANK ALL
BANK EXPENSES INCURRED BY BANK IN CONNECTION WITH ITS ENTERING INTO THIS FIFTH
MODIFICATION.
BORROWER WILL PAY BANK A LOAN FEE FOR THIS FIFTH AMENDMENT AS
FOLLOWS:
(I) FOR THE EQUIPMENT ADVANCES, $5,000.00 ON THE DATE HEREOF; AND (II)
FOR THE RENEWAL OF THE REVOLVING ADVANCES, $34,062.50 ON THE DATE HEREOF AND
$34,062.50 ON AUGUST 27, 2004.
IN WITNESS WHEREOF, each of the parties hereto has caused its duly authorized
representative to execute and deliver this Fifth Modification as of the date
first set forth above.
BORROWER:
BANK:
BROADVISION, INC.,
SILICON VALLEY BANK,
a Delaware corporation
a California-chartered bank
By:
/s/ William E. Meyer
By:
/s/ Armand Zand
Name:
William E. Meyer
Name:
Armand Zand
Title:
Chief Financial Officer
Title:
Vice President
5
ATTACHMENT NO. 1
REVISED FORM OF
EXHIBIT C
COMPLIANCE CERTIFICATE
TO:
SILICON VALLEY BANK
FROM:
BROADVISION, INC.
DATED:
The undersigned authorized officer (the "Officer") of