THIRD LOAN MODIFICATION AGREEMENT
This Third Loan Modification Agreement (this "Loan Modification Agreement') is
entered into as of August 30, 2001, by and between SILICON VALLEY BANK, a
California-chartered bank, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462, doing business under the name "Silicon Valley East"
("Bank") and NMS COMMUNICATIONS CORPORATION, formerly know as NATURAL
MICROSYSTEMS CORPORATION, a Delaware corporation with its chief executive office
located at 100 Crossing Boulevard, Framingham, Massachusetts("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 MAY 14, 1999,
EVIDENCED BY, AMONG OTHER DOCUMENTS,A CERTAIN LOAN AND SECURITY AGREEMENT DATED
AS OF MAY 14, 1999, BETWEEN BORROWER AND BANK, AS AMENDED BY A CERTAIN FIRST
LOAN MODIFICATION AGREEMENT DATED MARCH 8, 2001, AS FURTHER AMENDED BY A CERTAIN
SECOND LOAN MODIFICATION AGREEMENT DATED SEPTEMBER 14, 2000
(AS AMENDED, THE
"LOAN AGREEMENT").
THE LOAN AGREEMENT ESTABLISHED
A WORKING CAPITAL LINE OF
CREDIT IN FAVOR OF BORROWER IN THE MAXIMUM PRINCIPAL AMOUNT OF SEVEN MILLION
FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00) (THE "COMMITTED REVOLVING LINE").
CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE SAME
MEANING AS IN THE LOAN AGREEMENT.
Hereinafter, all indebtedness and obligations owing by Borrower to Bank shall be
referred to as the "Obligations".
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.
MODIFICATIONS TO LOAN AGREEMENT.
1.
THE LOAN AGREEMENT SHALL BE AMENDED BY DELETING THE FOLLOWING
DEFINITION APPEARING IN SECTION 1.1 THEREOF:
"" Maturity Date" means May 13, 2001."
and inserting in lieu thereof the following:
"" Maturity Date" means May 13, 2002."
2.
The Loan Agreement shall be amended by deleting the following
definition appearing in Section 1.1 thereof:
""Tangible Net Worth" means as of any applicable date, the consolidated total
assets of Borrower and its Subsidiaries minus, without duplication, (i) the sum
of any amounts attributable to (a) goodwill, (b) intangible items such as
unamortized debt discount and expense, patents, trade and service marks and
names, copyrights and research and development expenses except prepaid expenses,
and (c) all reserves not already deducted from assets, and (ii) Total
Liabilities; and (iii) Other Assets, and (iv) tax assets, and (v) security
deposits."
and inserting in lieu thereof the following:
""Tangible Net Worth" means as of any applicable date, the consolidated total
assets of Borrower and its Subsidiaries plus (A) Subordinated Debt, minus (B),
without duplication: (i) the sum of any amounts attributable to (a) goodwill,
(b) intangible items