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First Loan Modification Agreement

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Exhibit 10.1

FIRST LOAN MODIFICATION AGREEMENT

This First Loan Modification Agreement (this " Loan Modification Agreement" ) is entered into as of April 11, 2005, 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 (" Bank" ) and SKILLSOFT CORPORATION , a Delaware Corporation (" SkillSoft" ), SMARTCERTIFY DIRECT INC. , Florida corporation (" SmartCertify" ), and BOOKS24X7.COM, INC. , a Massachusetts corporation (" Books" ) (SkillSoft, SmartCertify, and Books are hereinafter jointly, severally and collectively referred to as " 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 July 23, 2004, evidenced by, among other documents, a certain Loan and Security Agreement dated as of July 23, 2004, between Borrower and Bank (as amended, the " Loan Agreement" ). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement.

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 provision appearing in Section 6.7(b) thereof:

" (b) Minimum Quarterly Profitability (Net Income) . Net Income of Borrower, on a consolidated basis, of at least: (i) Zero Dollars ($0.00) as of the quarter ending July 31, 2004, (ii) Two Million Dollars ($2,000,000.00) as of the quarter ending October 31, 2004, (iii) Six Million Five Hundred Thousand Dollars ($6,500,000.00) as of the quarter ending January 31, 2005, and (iv) as of the quarter ending April 30, 2005, and as of the last day of each quarter thereafter, the greater of: (a) fifty percent (50.0%) of the projected net income on the operating plan, as submitted to the Bank, and (b) Two Million Dollars ($2,000,000.00)."

and inserting in lieu thereof the following:

" (b) Minimum Quarterly Profitability (Net Income/Net Loss) . (i) Net Loss of Borrower, on a consolidated basis, not to exceed: (A) One Million Dollars ($1,000,000.00) as of the quarter ending April 30, 2005, and (ii) Net Income of Borrower, on a consolidated basis, of at least: (A) One Dollar ($1.00) as of the quarters ending July 31, 2005, October 31, 2005, and January 31, 2006; and (B) the greater of either (i) One Dollar ($1.00) or (ii) fifty (50.0%) percent of the Borrower' s board of director' s appro
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