FIRST AMENDMENT TO CREDIT AGREEMENT
(with Borrowing Base)
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (with Borrowing Base)(this "Amendment") dated
effective as of October 22, 1998 (the "Effective Date"), is by and between PERVASIVE SOFTWARE INC.
("Borrower"), and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, formerly known as TEXAS
COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association whose principal office is
located in Houston, Texas (the "Bank").
The Bank and the Borrower have entered into an Amendment and Restatement of Credit Agreement dated as of
February 28, 1998 (the "Credit Agreement"). The "Agreement", as used in the Credit Agreement, shall also refer
to the Credit Agreement as amended by this Amendment. All capitalized terms defined in the Credit Agreement
and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Bank and
the Borrower have agreed to amend the Credit Agreement to the extent set forth herein, and in order to, among
other things, renew, modify, increase and extend the Commitment.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, the Bank and the Borrower hereby
agree as follows:
1. REVOLVING CREDIT NOTE. Section 1.1.A of the Credit Agreement is amended by substituting the
following for the Section 1.1.A of the Credit Agreement:
"REVOLVING CREDIT NOTE 1.1.A Subject to the terms and conditions hereof, Bank agrees to make loans
("Revolving Loan" or "Revolving Loans") to Borrower from time to time before the Termination Date, not to
exceed at any one time outstanding $10,000,000.00 (the "Commitment"). Borrower has the right to borrow,
repay and reborrow. The Loans may only be used for financing timing differences in cash flow or to fund
acquisitions. Chapter 346 of the Texas Finance Code will not apply to this Agreement, the Revolving Note or