EXHIBIT 10.18
AMENDMENTS TO THE SAND HILL FINANCE PROMISSORY NOTES
FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This First Amendment to Loan and Security Agreement is entered into as of May 9,
2006 (the "AMENDMENT"), by and between SAND HILL FINANCE, LLC ("LENDER") and
CIROND CORPORATION ("BORROWER").
RECITALS
Borrower and Lender are parties to that certain Loan and Security Agreement
dated as of April 3, 2006 (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 1.1 is amended to read as follows:
1.1 ADVANCES. Subject to the terms and conditions of this
Agreement, Lender agrees to make Advances to Borrower in its sole discretion in
an aggregate principal amount of up to $1,500,000. Payments will be made in
accordance with the Note, as defined herein. Borrower shall request each Advance
in writing. Each such request shall constitute Borrower's representation to
Lender that a of the date of such request and the proposed date of such Advance
(i) the Representations and Warranties set forth in Section 4 of the Agreement
are true and correct and (ii) an Event of Default has not occurred or is
continuing. As further evidence of Borrower's obligation to repay the Advances,
Borrower shall deliver to Lender a promissory note in substantially the form
attached (the "Note"). Borrower authorizes Lender to maintain a record of
Advances and payments under the Note, which shall be deemed correct absent
manifest error.
2. The reference in clause (i) in Section 5.1 to "30 days" is amended
to read "60 days".
3. The reference in Section 5.3 to "seven days" is amended to read
"forty-five (45) days".
4. 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, 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.
5. Borrower represents and warrants that the representations and
warranties contained in the Agreement are true and correct as of the date of
this Amendment, and that no Event of Default has occurred and is continuing.
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.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.
CIROND CORPORATION
By: /s/ XXXXXXXX XXXXXX
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Title: PRESIDENT & C.E.O.
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FIRST AMENDMENT
TO
PROMISSORY NOTE
This First Amendment to Promissory Note is entered into as of May 8, 2006 (the
"AMENDMENT"), by and between SAND HILL FINANCE, LLC ("LENDER") and CIROND
CORPORATION ("BORROWER").
RECITALS
Borrower delivered a promissory note dated April 4, 2006 (the "Note") to Lender.
The parties desire to amend the Note in accordance with the terms of this
Amendment.
NOW, THEREFORE, the parties agree as follows:
1. The third sentence of the Note is amended to read as follows:
"Interest shall be payable quarterly, on July 1, 2006, October 1, 2006, and the
Maturity Date."
2. The reference to "April 30, 2006" is amended to read "May 15,
2006".
3. The reference to "OEM agreement" is amended to read "OEM
agreements".
4. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be defined in the Note. The Note, 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
Lender under the Note, as in effect prior to the date hereof. Borrower ratifies
and reaffirms the continuing effectiveness of all Notes entered into in
connection with the Note.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.
CIROND CORPORATION
By: /s/ XXXXXXXX XXXXXX
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Title: PRESIDENT & C.E.O.
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SAND HILL FINANCE, LLC
By:
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Title:
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