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FOURTH LOAN MODIFICATION AGREEMENT

Addendum or Modifications

FOURTH LOAN MODIFICATION AGREEMENT | Document Parties: SALARYCOM, INC | SILICON VALLEY BANK You are currently viewing:
This Addendum or Modifications involves

SALARYCOM, INC | SILICON VALLEY BANK

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Title: FOURTH LOAN MODIFICATION AGREEMENT
Governing Law: Massachusetts     Date: 6/29/2009
Industry: Software and Programming     Sector: Technology

FOURTH LOAN MODIFICATION AGREEMENT, Parties: salarycom  inc , silicon valley bank
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Exhibit 10.8.4

FOURTH LOAN MODIFICATION AGREEMENT

This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 16, 2009, by and between 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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) (“Bank”) and SALARY.COM, INC. a Delaware corporation with offices at 195 West Street, Waltham, Massachusetts 02451 (“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 August 10, 2006, evidenced by, among other documents, a certain Loan and Security Agreement dated as of August 10, 2006, as affected by a certain Waiver Agreement dated as of June 8, 2008, between Borrower and Bank (the “Waiver Agreement”), as amended by a certain First Loan Modification Agreement dated as of August 8, 2008, between Borrower and Bank, as further amended by a certain Second Loan Modification Agreement dated as of September 17, 2008, between Borrower and Bank, and as further amended by a certain Third Loan Modification Agreement dated as of October 8, 2008 (as amended from time to time, 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 text, appearing in Section 6.6(a) thereof:

“Any Guarantor shall maintain all depository, operating and securities accounts with Bank, or SVB Securities.”

and inserting in lieu thereof the following:

“Any Guarantor shall maintain all depository, operating and securities accounts with Bank, or SVB Securities; provided, however, Genesys Software Systems, Inc. may maintain depository, operating and/or securities accounts with Bank of America or Royal Bank of Canada so long as the aggregate cumulative amount in such accounts does not exceed One Million Dollars ($1,000,000.00) at any time (the “Permitted Accounts”). The investment of such funds of Genesis Software Systems, Inc. in the Permitted Accounts shall be considered Permitted Investments.”

 

 

2

The Loan Agreement shall be amended by deleting the following text, appearing in Section 6.7 thereof:

“All financial covenants in this Section 6.7 shall be tested with respect to Borrower (including any entity subsequently added as a “Borrower” hereunder) and Salary.com Securities Corporation together.”

and inserting in lieu thereof the following:


“All financial covenants in this Section 6.7 shall be tested with respect to Borrower (including any entity subsequently added as a “Borrower” hereunder), Salary.com Securities Corporation, and Genesys Software Systems, Inc. together.”

 

 

3

The Loan Agreement shall be amended by deleting the following definitions, appearing in Section 13.1 thereof:

“ “ Guarantor ” is any present or future guarantor of the Obligations, including, without limitation, Salary.com Securities Corporation.”

“ “ Secured Guarantor ” is any present or future guarantor of the Obligations that has granted a lien to Bank in all of its assets of the type described on Exhibit A , including, without limitation, Salary.com Securities Corporation.”

and inserting in lieu thereof the following:

“ “ Guarantor ” is any present or future guarantor of the Obligations, including, without limitation, Salary.com Securities Corporation, Salary.com Jamaica Limited, and Genesys Software Systems, Inc.”

“ “ Secured Guarantor ” is any present or future guarantor of the Obligations that has granted a lien to Bank in all of its assets of the type described on Exhibit A , including, without limitation, Salary.com Securities Corporation and Genesys Software Systems, Inc.”

 

 

4

The Loan Agreement shall be amended by deleting the following, appearing as subsection (c) of the definition of “Permitted Investments” in Section 13.1 thereof:

“(c) Investments in Salary.com Securities Corporation;”

and inserting in lieu thereof the following:

“(c) Investments in Salary.com Securities Corporation and Genesys Software Systems, Inc.;”

 

 

5

The Loan Agreement shall be amended by adding the following new subsection (g) to the definition of “Permitted Investments” appearing in Section 13.1 thereof:

“(g) The investment of funds in the Permitted Accounts per the terms of this Agreement.”

 

 

6

The Loan Agreement shall be amended by inserting the following new definition, appearing alphabetically in Section 13.1 thereof:

“ “ Permitted Accounts ” is defined in Section 6.6(a).”

4. FEES . Borrower shall reimburse Bank for all legal fees and expenses incurred in connection with this amendment to the Existing Loan Documents.

5. RATIFICATION OF PERFECTION CERTIFICATE . Borrower hereby ratifies, confirms and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated as of October 8, 2008 between Borrower and Bank, and acknowledges, confirms and agrees the disclosures and information above Borrower provided to Bank in the Perfection Certificate have not changed, as of the date hereof.


6. CONSISTENT CHANGES . The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

7. RATIFICATION OF LOAN DOCUMENTS . Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

8. NO DEFENSES OF BORROWER .


 
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