TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
TENTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Tenth Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of August 6, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and SENDGRID, INC. (“Borrower”).
RECITALS
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of June 27, 2013 (as amended from time to time, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1) Section 2.3(a) of the Agreement is hereby amended and restated, as follows:
(a) Interest Rates.
(i) Formula Advances. Except as set forth in Section 2.3(b), the Formula Advances shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to the Prime Rate then in effect.
2) Section 6.7(b) of the Agreement is hereby amended and restated, as follows:
(b) Unfinanced Capital Expenditures. Borrower’s unfinanced capital expenditures, measured as of the last day of each calendar quarter and calculated on a cumulative year-to-date basis, shall not exceed the amounts set forth in the table immediately below for the corresponding reporting periods. For subsequent reporting periods, Bank and Borrower hereby agree that, on or before February 1 of each year during the term of this Agreement, Borrower shall provide Bank with a budget for the upcoming calendar year, which shall be approved by Borrower’s board of directors, and Bank shall use that budget to establish the unfinanced capital expenditures amounts for the upcoming year, with such amounts being incorporated herein by an amendment, which Borrower hereby agrees to execute.
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Reporting Period Ending |
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Maximum Unfinanced Capital Expenditures |
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March 31, 2018 |
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$ |
25,000,000 |
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June 30, 2018 |
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$ |
25,000,000 |
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September 30, 2018 |
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$ |
25,000,000 |
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December 31, 2018 |
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$ |
25,000,000 |
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3) Section 7.2 of the Agreement is hereby amended and restated, as follows:
7.2 Change in Name, Location, Executive Office, or Executive Management; Change in Business; Change in Fiscal Year; Change in Control. Change its name or the
SendGrid, Inc. – 10th Amendment to LSA
state of Borrower’s formation or relocate its chief executive office without 30 days prior written notification to Bank; replace or suffer the departure of its chief executive officer or chief financial officer without delivering written notification to Bank within 10 days; fail to appoint an interim replacement or fill a vacancy in the position of chief executive officer or chief financial officer for more than 90 consecutive days; suffer the resignation of one or more directors from its board of directors in anticipation of Borrower’s insolvency, in such case without the prior written consent of Bank which may be withheld in Bank’s sole discretion; take action to liquidate, wind up, or otherwise cease to conduct business in the ordinary course; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or incidental to the businesses currently engaged in by Borrower; change its fiscal year end; have a Change in Control.
4) The following defined terms set forth in Exhibit A to the Agreement are hereby amended and restated, as follows:
“Formula Revolving Maturity Date” means August 7, 2019.
“Letter of Credit Services Non-Formula Revolving Maturity Date” means August 7, 2019.
5) Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection with the Agreement.
6) Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all respects as of the date of this Amendment (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all respects as of such date).
7) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
8) As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:
a) this Amendment, duly executed by Borrower;
b) payment of a $10,000 facility fee, which may be debited from any of Borrower’s accounts;
c) payment of all Bank Expenses, including Bank’s expenses for the documentation of this Amendment and any related documents, and any UCC, good standing and intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and
d) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
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PACIFIC WESTERN BANK | |||
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By: |
/s/ Xxxxxx Xxxxxxx |
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By: |
/s/ Xxxx Xxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
CFO/COO |
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Title: |
SVP |
[Signature Page to Tenth Amendment to Loan and Security Agreement]
