Loan Modification Agreement between Moldflow Corporation and Silicon Valley Bank (June 26, 2002)

Summary

This agreement modifies the terms of a previous loan between Moldflow Corporation and Silicon Valley Bank. The main change allows Moldflow to report a small loss for two specific quarters in 2002, instead of requiring a profit every quarter. All other terms of the original loan remain in effect. The agreement confirms that Moldflow still owes the debt and that the bank is not obligated to make further changes. It is effective once signed by both parties.

EX-10.43 9 a2086627zex-10_43.txt EXHIBIT 10.43 Exhibit 10.43 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of June 26, 2002, by and between Moldflow Corporation (the "Borrower") and Silicon Valley Bank, a California-chartered bank doing business in Massachusetts under the name "Silicon Valley East" ("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 Agreement, dated November 13, 2001, as may be amended from time to time, (the "Loan Agreement"). The Loan Agreement provides for, among other things, a Committed Line in the original principal amount of Five Million Dollars ($5,000,000). 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. Hereinafter, 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. The defined term of "Profitability" under Section 5.7 entitled "Financial Covenants" is hereby amended in part to read as follows: Borrower will have a minimum net profit of $1 for each fiscal quarter except Borrower may suffer losses not to exceed $500,000 for the quarters ending June 30, 2002 and September 30, 2002. For calculation purposes, Profitability shall be defined as Borrower's net income after taxes, but prior to depreciation, amortization and non-cash restructuring expenses. For purposes of this covenant, restructuring expenses shall be deducted from net profit when cash payments are made in respect of such expenses. 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 this date, it has no defenses against paying the Obligations. 6. 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 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. 7. JURISDICTION/VENUE. Borrower accepts for itself and in connection with its properties, unconditionally, the non-exclusive jurisdiction of any state or federal court of competent jurisdiction in the Commonwealth of Massachusetts in any action, suit, or proceeding of any kind against it which arises out of or by reason of this Loan Modification Agreement; provided, however, that if for any reason Bank cannot avail itself of the courts of the Commonwealth of Massachusetts, then venue shall lie in Santa Clara County, California. 8. COUNTERSIGNATURE. This Loan Modification Agreement shall become effective only when it shall have been executed by Borrower and Bank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). This Loan Modification Agreement is executed as of the date first written above. BORROWER: BANK: MOLDFLOW CORPORATION SILICON VALLEY BANK, doing business as SILICON VALLEY EAST By: /s/ Suzanne E. Rogers By: /s/ Mark Gallagher ------------------------------- ------------------------------- Name: Suzanne E. Rogers Name: Mark Gallagher ---------------------------- ----------------------------- Title: Vice President Title: Vice President --------------------------- ---------------------------- SILICON VALLEY BANK By: /s/ Maggie Garcia --------------------------------- Name: Maggie Garcia ------------------------------- Title: Assistant Vice Preseident ------------------------------ (Signed at Santa Clara County, CA) 2