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EXHIBIT 99.3
SILICON VALLEY BANK
LIMITED WAIVER AND
AMENDMENT TO LOAN DOCUMENTS
(EXIM PROGRAM)
BORROWER: VERSO TECHNOLOGIES, INC.
PROVO PREPAID (DELAWARE) CORP.
TELEMATE.NET SOFTWARE, INC.
NEEDHAM (DELAWARE) CORP.
DATE: JULY 25,
2005
THIS
LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS (EXIM PROGRAM)
is
entered into between Silicon Valley Bank
("Silicon") and the borrower named
above ("Borrower").
The
Parties agree to amend the Loan and Security Agreement (Exim
Program)
between them, dated February 12, 2003 (as
otherwise amended, if at all, the
"Loan Agreement"), as follows, effective as
of the date hereof. (Capitalized
terms used but not defined in this
Amendment shall have the meanings set forth
in the Loan Agreement.)
Reference
is hereby made to the Verso Technologies, Inc. ("Verso") 7.50%
Convertible Debentures Due November 22,
2005 (the "November 2005 Debentures").
Borrower has advised Silicon that Verso
intends to restructure the payment of
the November 2005 Debentures to be as
follows: (i) $1,125,000, in the aggregate,
upon the execution of the restructuring
agreement between Verso and each of the
holders of the November 2005 Debentures;
(ii) $225,000, in the aggregate, on
each of August 1, 2005, September 1, 2005
and October 1, 2005, (iii) $450,000,
in the aggregate, on November 22, 2005 and
(iv) $225,000, in the aggregate, on
each of January 1, 2006, February 1, 2006,
March 1, 2006, April 1, 2006, May 1,
2006, June 1, 2006, July 1, 2006, August 1,
2006, September 1, 2006 and October
1, 2006 (the "Restructured Payments").
Borrower has also advised Silicon that
the interest rate on the November 2005
Debentures will increase from 7.50% to
12% per annum after November 22, 2005 (the
"Modified Interest Rate," which
together with the Restructured Payments is
hereinafter referred to as the
"Transaction").
The
Borrower is prohibited from entering into the Transaction pursuant
to
the terms of Sections 5.5(iii) and 5.5(iv)
of the Loan Agreement, absent
compliance with the terms thereof.
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SILICON VALLEY BANK
LIMITED WAIVER AND AMENDMENT (EXIM)
NOW,
THEREFOR, the parties hereto agree as follows:
1. LIMITED
WAIVER AND CONSENT RE TRANSACTION. Silicon and Borrower agree
that (a) the prohibitions set forth in
Sections 5.5(iii) and 5.5(iv) of the Loan
Agreement are hereby waived with respect to
the Transaction only and (b) Silicon
hereby consents to the Transaction in
accordance with the terms previously
disclosed to Silicon. It is understood by
the parties hereto, however, that such
waiver and consent do not constitute a
waiver of any other provision or term of
the Loan Agreement or any related document
or a consent to any other matter, nor
an agreement to waive in the future this
covenant or any other provision or term
of the Loan Agreement or any related
document or to consent to any other matter.
2.
MODIFIED INTEREST RATE. The Interest Rate set forth in Section 2 of
the
Schedule to the Loan Agreement is hereby
amended in its entirety to read as
follows:
INTEREST RATE (Section 1.2):
A rate equal to the "Prime Rate" in effect from
time to time, plus 2.25% per annum; provided,
however, that the foregoing interest rate shall be
reduced to a rate equal to the "Prime Rate" in
effect from time to time, plus 1.75% per annum as
set forth below if Borrower (i) achieves EBITDA
(as defined below) in excess of $0.00 for two
consecutive fiscal quarters endi
