Loan Modification Agreement between Insightful Corporation and Silicon Valley Bank (August 15, 2002)

Summary

Insightful Corporation and Silicon Valley Bank have agreed to modify the terms of their existing loan agreement. The changes include new deadlines for financial reporting and a revised net loss limit for the quarter ending September 30, 2002, allowing for a one-time restructuring charge. All other terms of the original loan documents remain in effect, and the bank is not obligated to make further modifications. The agreement confirms that Insightful Corporation has no defenses against its obligations as of the agreement date.

EX-10.1 3 doc2.txt EXHIBIT 10.1 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of August 15, 2002, by and between Insightful Corporation (the "Borrower") and Silicon Valley Bank ("Bank"). 1. DESCRIPTION OF EXISTING OBLIGATIONS: among other Obligations which --------------------------------------- may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated March 29, 2002, as may be amended from time to time (the "Loan Agreement"). The Loan Agreement provides for, among other things, a Committed Revolving Line in the original principal amount of Three Million five Hundred Thousand Dollars ($3,500,000) and a Committed Equipment Line in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000). Defined terms used but not otherwise defined herein shall have the same meanings as set forth in the loan Agreement. Hereinafter, all indebtedness 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. Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Obligations shall be referred to as 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(s) to Loan Agreement. ---------------------------------- 1. Notwithstanding any of the terms and conditions contained in Subsection (i) of the Sub-letter (a) under section 6.2 entitled "Financial Statements, Reports, Certificates", Borrower shall deliver to Bank its July 31, 2002 monthly-consolidated balance sheet and income statements (with projections to the current quarters end) together with a Compliance Certificate no later than September 20, 2002. 2. Notwithstanding any of the terms and conditions contained in Sub-letter (a) under Section 6.7 entitled "Financial Covenants", Borrower's Net Loss for the quarter ending September 30, 2002 only, shall not exceed $1,000,000, provided, however, Borrower may exclude from the Net Loss an additional amount of not more than $700,000 for a one time restructuring charge. 4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended ------------------- wherever necessary to reflect the changes described above. 5. NO DEFENSES OF BORROWER. Borrower agrees that, as of the date -------------------------- hereof, it has no defenses against paying any of the Obligations. 6. CONTINUING VALIDITY. Borrower understands and agrees that in -------------------- modifying the existing Indebtedness, 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 and endorsers of Existing Loan documents, unless the party is expressly released by Bank in writing. Unless expressly released herein, no maker, endorser, or guarantor will be released by virtue of this Loan Modification Agreement. The terms of this paragraph apply not only to this Loan Modification Agreement, but also to all subsequent loan modification agreements. This Loan modification Agreement is executed as of the date first written above. BORROWER: BANK: INSIGHTFUL CORPORATION SILICON VALLEY BANK By: By: ------------------------------ ----------------------------- Name: Name: ----------------------------- --------------------------- Title: Title: ---------------------------- --------------------------