FIRST LOAN MODIFICATION
AGREEMENT
This First Loan Modification Agreement (this
“Loan Modification Agreement”) is entered into as of
March 30, 2009, by and among (a) SILICON VALLEY BANK , a
California corporation, with its principal place of business at
3003 Tasman Drive, Santa Clara, California 95054 and with a loan
production office located at 8020 Towers Crescent Drive, Suite 475,
Vienna, Virginia 22182 (“Bank”) and (b) (i)
GLOBALOPTIONS, INC ., a Delaware corporation with offices at
1501 M Street, N.W., Washington, D.C. 20005
(“Global”), and (ii) THE BODE TECHNOLOGY GROUP,
INC ., a Delaware corporation with offices at 1501
M Street, N.W., Washington, D.C. 20005 (“Bode”)
(Global and Bode are jointly and severally, individually and
collectively, referred to herein as the
“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 March 31, 2008, evidenced by, among other
documents, a certain Fourth Amended and Restated Loan and Security
Agreement dated as of March 31, 2008, among 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 (a) the Collateral as described in the
Loan Agreement, (b) the Intellectual Property Collateral as
described in a certain Intellectual Property Security Agreement
dated as of March 31, 2008 between Bank and Global (the
“Global IP Security Agreement”), and (c) the
Intellectual Property Collateral as described in a certain
Intellectual Property Security Agreement dated as of March 31, 2008
between Bank and Bode (the “Bode IP Security
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 .
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Modifications
to Loan Agreement.
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The Loan
Agreement shall be amended by deleting the following text,
appearing in Section 2.1.1 thereof:
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“ (a)
Availability . Subject to the terms of this
Agreement, Borrower may request that Bank finance specific Eligible
Accounts. Bank may, in its good faith business
discretion in each instance, finance such Eligible Accounts by
extending credit to Borrower in an amount equal to the result of
the Advance Rate multiplied by the face amount of the Eligible
Account (the “Advance”). Bank may, in its
sole discretion, change the percentage of the Advance Rate for a
particular Eligible Account on a case by case
basis. When Bank makes an Advance, the Eligible Account
becomes a “Financed Receivable.”
(b)
Maximum Advances . The aggregate face amount of
all Financed Receivables outstanding at any time may not exceed the
Facility Amount.
(c)
Borrowing Procedure . Borrower will deliver an
Invoice Transmittal for each Eligible Account it
offers. Bank may rely on information set forth in or
provided with the Invoice Transmittal.”
and inserting
in lieu thereof the following:
(i) Subject
to the terms of this Agreement, Borrower may request that Bank
finance specific Eligible Accounts. Bank may, in its
good faith business discretion in each instance, finance such
Eligible Accounts by extending credit to Borrower in an amount
equal to the result of the Advance Rate multiplied by the face
amount of the Eligible Account. Bank may, in its sole
discretion, change the percentage of the Advance Rate for a
particular Eligible Account on a case by case basis.
(ii) Subject
to the terms of this Agreement, Borrower may request that Bank
finance Eligible Accounts on an aggregate basis. Bank
may, in its sole discretion in each instance, finance Eligible
Accounts on an aggregate basis by extending credit to Borrower in
an amount equal to the result of the Advance Rate multiplied by the
aggregate face amount of a summary listing of Eligible Accounts
provided to Bank for one Account Debtor (the “Aggregate
Eligible Accounts”). Bank may, in its sole
discretion, change the percentage of the Advance Rate for the
Aggregate Eligible Accounts on a case by case basis.
(iii) Any
extension of credit made pursuant to the terms of subsection (i) or
(ii) above shall hereinafter be referred to as an
“Advance”. When Bank makes an Advance, the
Eligible Account or the Aggregate Eligible Accounts each become a
separate “Financed Receivable”.”
(b)
Maximum Advances . The aggregate face amount of
all Financed Receivables outstanding at any time may not exceed the
Facility Amount. In addition and notwithstanding the
foregoing, (i) the aggregate amount of Advances outstanding at any
time may not exceed Ten Million Dollars ($10,000,000.00), and (ii)
the aggregate amount of Advances made based upon Aggregate Eligible
Accounts outstanding at any time may not exceed One Million Five
Hundred Thousand Dollars ($1,500,000.00).
(c)
Borrowing Procedure . Borrower will deliver an
Advance Request and Invoice Transmittal in the form attached hereto
as Exhibit C signed by a Responsible Officer for each
Advance it requests, accompanied by an accounts receivable aging
with respect to Advances requested to be made based upon Aggregate
Eligible Accounts, or by invoices with respect to Advances
requested to be made based upon Eligible Accounts. Bank
may rely on information set forth in or provided with the Advance
Request and Invoice Transmittal.”
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The Loan
Agreement shall be amended by deleting the following text,
appearing in Section 2.1.1(f):
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“If this
Agreement is terminated (A) by Bank in accordance with clause (ii)
in the foregoing sentence, or (B) by Borrower for any reason,
Borrower shall pay to Bank a termination fee in an amount equal to
One Hundred Thousand Dollars ($100,000.00) (the “Early
Termination Fee”).”
and inserting
in lieu thereof the following:
“If this
Agreement is terminated (A) by Bank in accordance with clause (ii)
in the foregoing sentence, or (B) by Borrower for any reason,
Borrower shall pay to Bank a termination fee in an amount equal to
Fifty Thousand Dollars ($50,000.00) (the “Early Termination
Fee”).”
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The Loan
Agreement shall be amended by deleting the following, appearing as
Section 2.1.1(h) thereof, in its entirety:
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“ (h)
Suspension of Advances . Borrower’s ability
to request that Bank finance Eligible Accounts hereunder will
terminate if, in Bank’s sole discretion, there has been a
material adverse change in the general affairs, management, results
of operation, condition (financial or otherwise) or the prospect of
repayment of the Obligations, or there has been any material
adverse deviation by Borrower from the most recent business plan of
Borrower presented to and accepted by Bank prior to the execution
of this Agreement.”
and inserting
in lieu thereof the following:
“ (h)
Suspension of Advances . Without limiting
the fact that Bank has no obligation to make Advances based upon
Aggregate Eligible Accounts, Borrower’s ability to request
that Bank finance Eligible Accounts hereunder will terminate if, in
Bank’s sole discretion, there has been a material adverse
change in the general affairs, management, results of operation,
condition (financial or otherwise) or the prospect of repayment of
the Obligations, or there has been any material adverse deviation
by Borrower from the most recent business plan of Borrower
presented to and accepted by Bank prior to the execution of this
Agreement.”
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The Loan
Agreement shall be amended by deleting the following text,
appearing in Section 2.2.3 thereof:
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“The
Finance Charge is payable when the Advance made based on such
Financed Receivable is payable in accordance with Section 2.3
hereof.”
and inserting
in lieu thereof the following:
“Except
as otherwise provided in Section 2.3.1(b)(i), the Finance Charge is
payable when the Advance made based on such Financed Receivable is
payable in accordance with Section 2.3 hereof.”
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The Loan
Agreement shall be amended by deleting the following text,
appearing in Section 2.2.4 thereof:
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“Borrower
will pay to Bank a collateral handling fee equal to 0.20% per month
of the Financed Receivable Balance for each Financed Receivable
outstanding based upon a 360 day year (the “Collateral
Handling Fee”), provided, however, for any Subject Month (as
of the first calendar day of such month) to the extent that
Borrower maintained Liquidity of greater than Twelve Million Five
Hundred Thousand Dollars ($12,500,000.00) at all times during the
applicable Testing Month, the Collateral Handling Fee shall be
waived for such month. This fee is charged on a daily
basis which is equal to the Collateral Handling Fee divided by 30,
multiplied by the number of days each such Financed Receivable is
outstanding, multiplied by the outstanding Financed Receivable
Balance. The Collateral Handling Fee is payable when the
Advance made based on such Financed Receivable is payable in
accordance with Section 2.3 hereof.”
and inserting
in lieu thereof the following:
“Borrower
will pay to Bank a collateral handling fee equal to 0.20% (or, with
respect to Financed Receivables based upon Aggregate Eligible
Accounts, 0.30%) per month of the Financed Receivable Balance for
each Financed Receivable outstanding based upon a 360 day year (the
“Collateral Handling Fee”), provided, however, for any
Subject Month (as of the first calendar day of such month) to the
extent that Borrower maintained Liquidity of greater than Twelve
Million Five Hundred Thousand Dollars ($12,500,000.00) at all times
during the applicable Testing Month, the Collateral Handling Fee
shall be 0.0% (or, with respect to Financed Receivables based upon
Aggregate Eligible Accounts, 0.10%) per month of the Financed
Receivable Balance for each Financed Receivable outstanding based
upon a 360 day year. This fee is charged on a daily
basis which is equal to the Collateral Handling Fee divided by 30,
multiplied by the number of days each such Financed Receivable is
outstanding, multiplied by the outstanding Financed Receivable
Balance. Except as otherwise provided in Section
2.3.1(b)(i), the Collateral Handling Fee is payable when the
Advance made based on such Financed Receivable is payable in
accordance with Section 2.3 hereof.”
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The Loan
Agreement shall be amended by deleting the following, appearing as
Section 2.3.1 thereof:
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“
2.3.1
Repayment . Borrower will repay each
Advance on the earliest of: (a) the date on which payment is
received of the Financed Receivable with respect to which the
Advance was made, (b) the date on which the F
