Exhibit 10.24
SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: ISILON SYSTEMS, INC., A DELAWARE CORPORATION
ADDRESS: 000 X. XXXXXX XXXXXX, XXXXX 000
XXXXXXX, XXXXXXXXXX 00000
DATE: JUNE 29, 2005
THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is entered into
between SILICON VALLEY BANK ("Silicon"), whose address is 0000 Xxxxxx Xxxxx,
Xxxxx Xxxxx, Xxxxxxxxxx 00000, and the borrower named above (the "Borrower"),
whose chief executive office is located at the above address ("Borrower's
Address").
Silicon and Borrower agree to amend the Loan and Security Agreement
between them, dated as of June 24, 2004 (as amended, restated, supplemented, and
otherwise modified from time to time, 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.)
1. MODIFICATION OF BORROWING BASE. The portion of Section 1 of the
Schedule to Loan Agreement that currently reads:
As used herein, the term "Borrowing Base" means, as of any date of
determination, the sum of (a) and (b) below:
(a) 80% (the "Eligible Accounts Advance Rate" and also an
"Advance Rate") of (1) the net amount of Borrower's Eligible Accounts (as
defined in Section 8 above); plus (2) without duplication of any amounts in (1),
the net amount of Borrower's Eligible Foreign Accounts (as defined in Section 8
above), provided that Revolving Loans based on Eligible Foreign Accounts shall
under no circumstances exceed the lesser of $700,000 or the Foreign Accounts/
Inventory Maximum Amount (as defined below), plus
(b) an amount not to exceed the lowest of:
(1) 100% (the "Eligible Inventory Advance Rate" and also
an "Advance Rate") of the value of Borrower's Eligible Inventory (as defined in
Section 8 above), calculated at the lower of cost or market value and determined
on a first-in, first-out basis, or
(2) $250,000, or
(3) Foreign Accounts/Inventory Maximum Amount.
As used herein, the term "FOREIGN ACCOUNTS/INVENTORY MAXIMUM
AMOUNT" that the aggregate amount of inventory loans (that is, those Loans based
on Eligible Inventory)
together with those loans based Eligible Foreign Accounts shall not exceed an
amount equal to 25% of the Borrower's Accounts.
, hereby is amended and restated in its entirety to read as follows:
As used herein, the term "Borrowing Base" means, as of any date of
determination, the sum of clauses (a), (b), and (c) below:
(a) 80% (the "Eligible Accounts Advance Rate" and also an
"Advance Rate") of (1) the net amount of Borrower's Eligible Accounts (as
defined in Section 8 above); plus (2) without duplication of any amounts in (1),
the net amount of Borrower's Eligible Foreign Accounts (as defined in Section 8
above); provided that Revolving Loans based on Eligible Foreign Accounts shall
under no circumstances exceed the lesser of $700,000 or the amount that would
violate the Foreign Accounts/Inventory Maximum Amount Condition (as defined
below);
plus
(b) an amount not to exceed the lowest of:
(1) 100% (the "Eligible Inventory Advance Rate" and also
an "Advance Rate") of the value of Borrower's Eligible Inventory (as defined in
Section 8 above), calculated at the lower of cost or market value and determined
on a first-in, first-out basis; or
(2) $250,000;
provided that Revolving Loans based on Eligible
Inventory shall under no circumstances exceed the amount that would violate the
Foreign Accounts/Inventory Maximum Amount Condition;
plus
(c) an amount not to exceed, as of such date of determination,
the then aggregate amount of Silicon Valley Bank Amendment to Loan Documents
Borrower's unrestricted cash that is on deposit with Silicon and is unencumbered
(except for Silicon's security interests therein and control thereof).
As used herein, the term "Foreign Accounts/Inventory Maximum
Amount Condition" means that, as of any date of determination, the aggregate
amount of Revolving Loans based on Eligible Inventory, together with Revolving
Loans based Eligible Foreign Accounts, shall not exceed an amount equal to 25%
of the Borrower's Accounts.
2. ADDITION OF NEW COVENANT RELATIVE TO "DOWNSTREAMING" FUNDS TO
SUBSIDIARIES. Section 8(8) of the Schedule to Loan Agreement, which currently
reads:
(8) [INTENTIONALLY OMITTED].
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, hereby is amended and restated in its entirety to read as follows:
(8) DOWNSTREAMING OF FUNDS TO SUBSIDIARIES. Anything herein
(including Section 5.5(vii) of the Loan Agreement) to the contrary
notwithstanding, Borrower shall not transfer funds (whether in the form of
loans, equity capital contributions, or otherwise) or other assets to any one or
more of Borrower's subsidiaries, except that Borrower may transfer up to
$500,000 cash (in the aggregate for all such subsidiaries) in each fiscal
quarter of Borrower.
3. ADDITION OF NEW REPORTING REQUIREMENT. Item #8 of Section 6 of the
Schedule to Loan Agreement, which currently reads:
8. [intentionally omitted]
, hereby is amended and restated in its entirety to read as follows:
8. Quarterly unaudited financial statements, on a
consolidating and consolidated basis, as soon as available and in any event
within 30 days after the end of each fiscal quarter.
4. FEE. In consideration for Silicon entering into this Amendment,
Borrower shall pay Silicon a fee of $2,000.00 concurrently with the execution
and delivery of this Amendment, which fee shall be non-refundable and in
addition to all interest and other fees payable to Silicon under the Loan
Documents. Silicon is authorized to charge said fee to Borrower's loan account.
5. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon that
all representations and warranties set forth in the Loan Agreement, as amended
hereby, are true and correct.
[remainder of page intentionally left blank; signature page follows]
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6. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and Borrower, and the
other written documents and agreements between Silicon and Borrower set forth in
full all of the representations and agreements of the parties with respect to
the subject matter hereof and supersede all prior discussions, representations,
agreements and understandings between the parties with respect to the subject
hereof. Except as herein expressly amended, all of the terms and provisions of
the Loan Agreement, and all other documents and agreements between Silicon and
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
BORROWER: SILICON:
ISILON SYSTEMS, INC. SILICON VALLEY BANK
By /s/ Xxxxx Xxxxxxx By /s/ Xxxxxxx XxXxxxxx
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President or Vice President Title Sr. Vice President
By /s/ illegible
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Secretary or Assistant Secretary
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