DETERMINE (NASDAQ:DTRM) Files An 8-K Entry into a Material Definitive Agreement

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DETERMINE (NASDAQ:DTRM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive
Agreement.

Amendment of Business Financing Agreement

On June 1, 2017, Determine, Inc. (the Company) and its wholly
owned subsidiary, Determine Sourcing Inc. entered into Amendment
Number Ten to the Amended and Restated Business Financing
Agreement (the Amendment) with Western Alliance Bank, as
successor in interest to Bridge Bank, N.A. (Western Alliance
Bank). The Amendment, among other things, extends the maturity
date of the Companys existing credit facility with Western
Alliance Bank (the Credit Facility) to April 20, 2019.

The summary set forth above does not purport to be complete and
is qualified in its entirety by reference to the Amendment
included in Exhibit 10.1 to this Current Report on Form 8-K,
which is incorporated by reference herein.

Amendment of Limited Guaranties

In connection with the Amendment to the Credit Facility, on June
1, 2017, Lloyd I. Miller, III (Mr. Miller), the Companys largest
stockholder, and his affiliates MILFAM II, L.P. (MILFAM) and
Alimco Financial Corporation, a Delaware corporation formerly
known as Alliance Semiconductor Corporation (ALMC and, together
with Mr. Miller and MILFAM, the Guarantors), each entered into a
further Amended and Restated Limited Guaranty (collectively, the
Amended Guaranties) with Western Alliance. The Amended Guaranties
extend the terms of the (i) Amended and Restated Limited
Guaranties entered into by Mr. Miller and MILFAM with Western
Alliance on April 22, 2016 (which were filed as exhibits to our
Current Report on Form 8-K filed on April 26, 2016), and (ii) the
Second Amended and Restated Limited Guaranty entered into by ALMC
with Western Alliance on January 23, 2017 (which was filed as an
exhibit to our Current Report on Form 8-K filed on January 27,
2017), to April 30, 2019. The Amended Guaranties also provide
that if the maturity date of the Credit Facility is subsequently
amended, the terms of the Amended Guaranties would automatically
extend to a date ten (10) days following the extended maturity
date under the Credit Facility, but no later than July 30, 2020.

The summary set forth above does not purport to be complete and
is qualified in its entirety by reference to the further Amended
and Restated Limited Guaranties filed as Exhibits 10.2, 10.3 and
10.4, respectively, to this Current Report on Form 8-K, which are
incorporated by reference herein.

Guaranty Fee Agreement

In connection with the Amended Guaranties, the Company entered
into a Guaranty Fee Agreement (the Fee Agreement) with the
Guarantors, to which the Company agrees to pay the Guarantors an
extension fee of an aggregate of 50,000 shares of the Companys
common stock on a pro rata basis to each of the respective
Guarantors. Additionally, if the maturity date under the Credit
Facility is subsequently amended such that the terms of the
Amended Guaranties are further extended as described above, the
Company would pay the Guarantors an additional extension fee of
an aggregate of 62,500 shares of the Companys common stock on a
pro rata basis to each of the respective Guarantors.

The summary set forth above does not purport to be complete and
is qualified in its entirety by reference to the Fee Agreement
filed as Exhibit 10.5 to this Current Report on Form 8-K, which
is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 above is incorporated by
reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Amendment Number Ten to Amended and Restated Business
Financing Agreement, dated as of June 1, 2017.

10.2

Second Amended and Restated Limited Guaranty, dated June 1,
2017, between Western Alliance Bank and Lloyd I. Miller,
III.

10.3

Second Amended and Restated Limited Guaranty, dated June 1,
2017, between Western Alliance Bank and MILFAM II, L.P.

10.4

Third Amended and Restated Limited Guaranty, dated June 1,
2017, between Western Alliance Bank and Alimco Financial
Corporation.

10.5

Guaranty Fee Agreement, dated June 1, 2017.


About DETERMINE (NASDAQ:DTRM)

Determine, Inc., (Determine), formerly Selectica, Inc., is a provider of enterprise contract management, supply management and configuration solutions. The Company is engaged in providing software as a service (SaaS) Source to Pay and Enterprise Contract Lifecyclem Management (ECLM) solutions. Its Source to Pay software suite includes strategic sourcing, supplier management, contract management and procure-to-pay applications. The Determine Cloud Platform gives procurement, finance and legal professionals the ability to deliver insights through analysis of their supplier relationships and contractual requirements. The Determine platform is an open technology infrastructure based on smart process application models. In addition to its source to pay and enterprise contract lifecycle management solutions suite, it also provides a configuration engine solution. Determine’s Configuration engine consolidates the management and dissemination of complex product information.