LOAN MODIFICATION AGREEMENT
Exhibit 10.13
This Loan Modification Agreement (this “Loan Modification Agreement”) is entered into
on January 3, 2007 by and between Silicon Valley Bank, a California corporation with its
principal place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 (“Bank”) and
Cavium Networks, California corporation with offices at 000 X. Xxxxxxxxxxx Xxxx, Xxxxxxxx
Xxxx, Xxxxxxxxxx 00000 (“Borrower”).
1. Description Of Existing Indebtedness And Obligations. Among other
indebtedness and obligations which may be owing by Borrower to Bank, Borrower is indebted to Bank
pursuant to a loan arrangement dated as of October 6, 2005 evidenced by, among other documents, a
certain Loan and Security Agreement dated as of October 6, 2005 between Borrower and Bank (the
“Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the same
meaning as in the Loan Agreement.
2. Description Of Collateral. Repayment of the Obligations is secured by the
Collateral as described in the Loan Agreement (together with any other collateral security granted
to Bank, the “Security Documents”).
Hereinafter, the Security Documents, together with all other documents executed in connection
therewith evidencing, securing or otherwise relating to the Obligations shall be referred to as the
“Existing Loan Documents”.
3. Description Of Change In Terms.
Modifications to Loan Agreement.
1. | Section 6.8(a) of the Loan Agreement is hereby amended by deleting the following text appearing therein: |
“(a) Maintain its primary depository and operating accounts and securities accounts
with Bank and Bank’s affiliates which accounts shall represent at least 80% of the
dollar value of Borrower’s and such Subsidiaries accounts at all financial
institutions.”
and substituting the following text therefor:
“(a) Maintain its primary depository and operating accounts and securities accounts
with Bank and Bank’s affiliates, which accounts shall represent at least the lesser
of (i) 80% of the dollar value of Borrower’s and its subsidiaries accounts at all
financial, institutions or (ii) $30,000,000.”
2. | The definition of “Revolving Line Maturity Date” set forth in Section 13.1 of the Loan Agreement is hereby amended by deleting the following text appearing therein: |
1.
““Revolving Line Maturity Date” is the earliest of (a) January 5, 2007 or (b) the
occurrence of an Event of Default.”
and substituting the following text therefor:
““Revolving Line Maturity Bate” is the earliest of (a) January 4, 2008 or (b) the
occurrence of an Event of Default.”
4. Fees. Borrower shall pay to Bank a modification fee equal to Ten Thousand
Dollars ($10,000.00), which fee shall be due on the date hereof and shall be deemed fully earned as
of the date hereof. Borrower shall also reimburse Bank for all legal fees and expenses incurred by
Bank in connection with the Existing Loan Documents and this amendment thereto.
5. Representations and Warranties Certificate. Borrower hereby ratites, confirms
and reaffirms, all and singular, the terms and disclosures contained in a certain Representations
and Warranties Certificate dated on or about October 6, 2005 delivered to Bank, and acknowledges,
confirms and agrees the disclosures and information Borrower provided to Bank in the Perfection
Certificate have not changed, as of the date hereof.
6. Ratification of Negative Pledge Agreement. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and conditions of a certain Negative Pledge Agreement
dated October 6, 2005, and acknowledges, confirms and agrees that said Negative Pledge Agreement
shall remain in full force and effect.
7. Consistent Changes. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
8. Ratification Of Loan Documents. Borrower hereby ratifies, confirms, and
reaffirms all terms and conditions of all security or other collateral granted to the Bank, and
confirms that the indebtedness secured thereby includes, without limitation, the Obligations.
9. No Defenses Of Borrower. Borrower hereby acknowledges and agrees that
Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the
Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses,
claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them
are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.
10. Continuing Validity. Borrower understands and agrees that in modifying the
existing Obligations, Bank is relying upon Borrower’s representations, warranties, and agreements,
as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan
Modification Agreement, the terms of the Existing Loan Documents remain unchanged and in full force
and effect. Bank’s agreement to modifications to the existing Obligations pursuant to this Loan
Modification Agreement in no way shall obligate Bank to make any future modifications to the
Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the
Obligations. It is the intention of Bank and Borrower to retain as liable patties all makers of
Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will
be released by virtue of this Loan Modification Agreement.
2.
11. Jurisdiction/venue. Borrower accepts for itself and in connection with its
properties, unconditionally, the exclusive jurisdiction of any state or federal court of competent
jurisdiction in the State of California in any action, suit, or proceeding of any kind against it
which arises out of or by reason of this Loan Modification Agreement. NOTWITHSTANDING THE
FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR
ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH THE BANK DEEMS NECESSARY OR APPROPRIATE
IN ORDER TO REALIZE. ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK’S RIGHTS AGAINST THE
BORROWER OR ITS PROPERTY,
12. Counter Signature. This Loan Modification Agreement shall become effective
only when it shall have been executed by Borrower and Bank.
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3.
This Loan Modification Agreement is executed under the laws of the State of California as of
the date first written above.
BORROWER: | BANK: | |||||||
CAVIUM NETWORKS | SILICON VALLEY BANK | |||||||
By:
|
/s/ Xxxxxx Xxxxxxxx | By: | /s/ Xxxx Xxx | |||||
Name: Xxxxxx Xxxxxxxx | Name: Xxxx Xxx | |||||||
Title: CFO | Title: Relationship Manager |
4.