FOLLOWING DEFINITIONS APPEARING IN SECTION 13.1 THEREOF:
"""Committed Revolving Line" is an Advance or Advances of up to $5,000,000.00.
"Revolving Maturity Date" is March 31, 2006."
AND INSERTING IN LIEU THEREOF THE FOLLOWING:
"""Committed Revolving Line" is an Advance or Advances of up to $2,000,000.00.
"Revolving Maturity Date" is March 29, 2008."
9.
THE COMPLIANCE CERTIFICATE APPEARING AS
EXHIBIT D TO THE LOAN AGREEMENT IS HEREBY REPLACED WITH THE COMPLIANCE
CERTIFICATE ATTACHED AS EXHIBIT A HERETO.
3.
FEES. THE BORROWER SHALL REIMBURSE BANK FOR ALL LEGAL FEES AND
EXPENSES INCURRED IN CONNECTION WITH THIS AMENDMENT TO THE EXISTING LOAN
DOCUMENTS.
4.
CONSISTENT CHANGES. THE EXISTING LOAN DOCUMENTS ARE HEREBY
AMENDED WHEREVER NECESSARY TO REFLECT THE CHANGES DESCRIBED ABOVE.
5.
RATIFICATION OF LOAN DOCUMENTS. BORROWER HEREBY RATIFIES,
CONFIRMS, AND REAFFIRMS ALL TERMS AND CONDITIONS OF THE LOAN DOCUMENTS.
6.
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.
7.
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.
8.
COUNTERSIGNATURE. THIS LOAN MODIFICATION AGREEMENT SHALL BECOME
EFFECTIVE ONLY WHEN IT SHALL HAVE BEEN EXECUTED BY BORROWER AND BANK.
[The remainder of this page is intentionally left blank]
This Loan Modification Agreement is executed as a sealed instrument under the
laws of the Commonwealth of Massachusetts as of the date first written above.
BORROWER:
BANK:
PHASE FORWARD INCORPORATED
SILICON VALLEY BANK
By:
/s/ ROBERT K. WEILER
By:
/s/ MICHAEL FELL
Name: Robert Weiler
Name: Michael Fell
Title: President
Title: Relationship Manager
The undersigned, PHASE FORWARD SECURITIES CORPORATION,
ratifies, confirms and
reaffirms, all and singular, the terms and conditions of a certain Unlimited
Guaranty dated May 3, 1999 (the "Guaranty") and acknowledges, confirms and
agrees that the Guaranty shall remain in full force and effect and shall in no
way be limited by the execution of this Loan Modification Agreement, or any
other documents, instruments and/or agreements executed and/or delivered in
connection herewith.