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Exhibit 10.32
SILICON VALLEY BANK
ASSUMPTION AGREEMENT
THIS
ASSUMPTION AGREEMENT dated as of April 14, 2005 is entered into
between SILICON VALLEY BANK ("Silicon"), on
the one side, and VERSO
TECHNOLOGIES, INC., PROVO PREPAID
(DELAWARE) CORP., TELEMATE.NET SOFTWARE, INC.
and NEEDHAM (DELAWARE) CORP., on the other
side. NEEDHAM (DELAWARE) CORP. is
hereinafter referred to as the "New
Borrower". Capitalized terms used but not
defined in this Agreement shall have the
meanings set forth in the Loan and
Security Agreement (Exim Program) between
Silicon, on the one side, and Verso
Technologies, Inc., Provo Prepaid
(Delaware) Corp. (fka NACT Telecommunications,
Inc.) and Telemate.net Software, Inc.
(jointly and severally, the "Existing
Borrower"), on the other side, dated
February 12, 2003 (as amended from time to
time, including, without limitation, that
certain Amendment to Loan Documents
(Exim Program) dated March 18, 2005, the
"Loan Agreement").
The
parties agree as follows:
1.
ASSUMPTION. New Borrower hereby assumes and agrees to pay and
perform
when due all present and future
indebtedness, liabilities and obligations of
Existing Borrower under, based upon, or
arising out of the Loan Agreement and
any and all documents, instruments and
agreements relating thereto, including
without limitation all of the "Obligations"
as defined in the Loan Agreement.
Existing Borrower shall remain as an
obligor with respect to all of the
Obligations, and Existing Borrower and New
Borrower shall be jointly and
severally liable for all of the
Obligations. All references in the Loan
Agreement, and in all related documents, to
"Borrower" shall be deemed to refer,
jointly and severally, to Existing Borrower
and New Borrower.
2. GRANT
OF SECURITY INTEREST. Without limiting the generality of the
provisions of Section 1 above, as security
for all Obligations, New Borrower
hereby grants Silicon a continuing security
interest in all of New Borrower's
interest in the "Collateral" (as defined in
the Loan Agreement) including,
without limitation, the types of property
described below, whether now owned or
hereafter acquired and wherever located:
(a) All accounts, contract rights,
chattel paper, letters of credit,
documents, securities, money, and instruments,
and all other obligations now or in the
future owing to New Borrower; (b) All
inventory, goods, merchandise, materials,
raw materials, work in process,
finished goods, farm products, advertising,
packaging and shipping materials,
supplies, and all other tangible personal
property which is held for sale or
lease or furnished under contracts of
service or consumed in the New Borrower's
business, and all warehouse receipts and
other documents; and (c) All equipment,
including without limitation all machinery,
fixtures, trade fixtures, vehicles,
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SILICON
VALLEY BANK
ASSUMPTION AGREEMENT
furnishings, furniture, materials, tools,
machine tools, office equipment,
computers and peripheral devices,
appliances, apparatus, parts, dies, and jigs;
(d) All general intangibles including, but
not limited to, deposit accounts,
goodwill, names, trade names, trademarks
and the goodwill of the business
symbolized thereby, trade secrets,
drawings, blueprints, customer lists,
patents, patent applications, copyrights,
security deposits, loan commitment
fees, federal, state and local tax refunds
and claims, all rights in all
litigation presently or hereafter pending
for any cause or claim (whether in
contract, tort or otherwise), and all
judgments now or hereafter arising
therefrom, all claims of New Borrower
against Silicon, all rights to purchase or
sell real or personal property, all rights
as a licensor or licensee of any
kind, all royalties, licenses, processes,
telephone numbers, proprietary
information, purchase orders, and all
insurance policies and claims (including
without limitation credit, liability,
property and other insurance), and all
other rights, privileges and franchises of
every kind; (e) All books and
records, whether stored on computers or
otherwise maintained; and (f) All
substitutions, additions and accessions to
any of the foregoing, and all
products, proceeds and insurance proceeds
of the foregoing, and all guaranties
of and security for the foregoing; and all
books
