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DAILY ADJUSTING LIBOR RATE/DAILY ADJUSTING LIBOR RATE WITH FLOOR ADDENDUM TO LOAN AND SECURITY AGREEMENT

Addendum or Modifications

DAILY ADJUSTING LIBOR RATE/DAILY ADJUSTING LIBOR RATE WITH FLOOR ADDENDUM TO LOAN AND SECURITY AGREEMENT | Document Parties: Comerica Bank | Convio, Inc | GETACTIVE SOFTWARE, INC You are currently viewing:
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Comerica Bank | Convio, Inc | GETACTIVE SOFTWARE, INC

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Title: DAILY ADJUSTING LIBOR RATE/DAILY ADJUSTING LIBOR RATE WITH FLOOR ADDENDUM TO LOAN AND SECURITY AGREEMENT
Date: 1/25/2010

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Exhibit 10.6.3

 

DAILY ADJUSTING LIBOR RATE/DAILY ADJUSTING LIBOR RATE WITH FLOOR

ADDENDUM TO LOAN AND SECURITY AGREEMENT

 

This Daily Adjusting LIBOR Rate/ Daily Adjusting LIBOR Rate with Floor Addendum to Loan and Security Agreement (this “Addendum”) is entered into as of July 31, 2009, by and among Comerica Bank (“Bank”), Convio, Inc., a Delaware corporation (“Parent”), and certain of Parent’s Subsidiaries signatory hereto (collectively, jointly and severally, with Parent, “Borrowers” and each individually a “Borrower”).  This Addendum supplements the terms of the Loan and Security Agreement dated October 26, 2007 (as the same may be amended, modified, supplemented, extended or restated from time to time, the “Agreement”).

 

1.                                        Definitions .  As used in this Addendum, the following terms shall have the following meanings.  Initially capitalized terms used and not defined in this Addendum shall have the meanings ascribed thereto in the Agreement.

 

b.                                       “Applicable Interest Rate” means the Daily Adjusting LIBOR Rate plus the Applicable Margin, the Daily Adjusting LIBOR Rate with Floor plus the Applicable Margin or (subject to the terms of this Addendum) the Prime Referenced Rate plus the Applicable Margin, as selected by Administrative Borrower from time to time or as otherwise determined in accordance with the terms and conditions of this Addendum.

 

c.                                        “Applicable Margin” means:

 

(1)                                   in respect of Daily Adjusting LIBOR Rate, three and one-quarter percent (3.25%) per annum; and

 

(2)                                   in respect of the Daily Adjusting LIBOR Rate with Floor and, to the extent applicable, the Prime Referenced Rate, three percent (3.00%) per annum.

 

d.                                       “Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in San Jose, California, and, in respect of notices and determinations relating the Daily Adjusting LIBOR Rates, also a day on which dealings in dollar deposits are also carried on in the London interbank market and on which banks are open for business in London, England.

 

e.                                        “Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the quotient of the following:

 

(1)                                   for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (California time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day.  In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for such day shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such day shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 8:00 a.m. (California time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the principal amount of the Obligations and for a period equal to one (1) month;

 

divided by

 

1



 

(2)                                   1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

 

f.                                          “Daily Adjusting LIBOR Rates” means, collectively, the Daily Adjusting LIBOR Rate and the Daily Adjusting LIBOR Rate with Floor.

 

g.                                       “Daily Adjusting LIBOR Rate with Floor” means the Daily Adjusting LIBOR Rate; provided , however , in no event and at no time shall the Daily Adjusting LIBOR Rate be less than two percent (2.00%) per annum.

 

h.                                       “LIBOR Lending Office” means Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it may hereafter designate as its LIBOR Lending Office by notice to Administrative Borrower.

 

i.                                           “Prime Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

 

f.                                          “Prime Referenced Rate” means a per annum interest rate which is equal to the Prime Rate, but in no event less than two and one-half percent (2.50%) per annum.

 

2.                                        Interest Rate Options .  Subject to the terms and conditions of this Addendum, the Obligations under the Agreement shall bear interest at the Daily Adjusting LIBOR Rate plus the Applicable Margin or the Daily Adjusting LIBOR Rate with Floor plus the Applicable Margin, except during any period of time during which, in accordance with the terms and conditions of this Addendum, the Obligations under the Agreement shall bear interest at the Prime Referenced Rate plus the Applicable Margin.

 

3.                                        Payment of Interest .  Accrued and unpaid interest on the unpaid balance of the Obligations outstanding under the Agreement shall be payable pursuant to the terms of the Agreement.  In the event that any payment under this Addendum becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and, to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates set forth in this Addendum.  Interest accruing hereunder shall be compute


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