EXHIBIT 10.25
June 16, 2004
Art Technology Group, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
RE: LOAN ARRANGEMENT BETWEEN SILICON VALLEY BANK AND ART TECHNOLOGY GROUP,
INC.
Gentlemen:
Reference is made to a certain loan arrangement entered into by and
between SILICON VALLEY BANK, a California-chartered bank, with its principal
place of business at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 and with a
loan production office located at One Xxxxxx Executive Park, Suite 200, 0000
Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, doing business under the name
"Silicon Valley East" ("Bank") and ART TECHNOLOGY GROUP, INC., a Delaware
corporation with its principal place of business at 00 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 ("Borrower"), as evidenced by, among other documents, a
certain Amended and Restated Loan and Security Agreement dated as of June 13,
2002, between Borrower and Bank, as amended by a certain First Loan Modification
Agreement dated as of September 27, 2002, as further amended by a certain
Amendment dated as of October __, 2002, as further amended by a certain Second
Loan Modification Agreement dated as of December 24, 2002, as further amended by
a certain Third Loan Modification Agreement dated as of October 20, 2003, and as
further amended by a certain Fourth Loan Modification Agreement dated as of
November 26, 2003 (as may be amended from time to time, the "Loan Agreement").
The Borrower and Bank hereby agree that, effective as of December 31,
2003, the Loan Agreement shall be amended as follows:
1. The Loan Agreement shall be amended by deleting the following text
appearing in Section 2.4 (e) thereof:
"(e) Compensating Balance/Compensating Balances Fees. In
the event, at any time, Borrower maintains less than
$25,000,000 in unrestricted cash with Bank, Borrower shall pay
such fees and expenses as Bank shall determine, in its sole
and exclusive discretion, to compensate Bank for its loss on
income on such deposit balance (the "Additional Fees")."
and inserting in lieu thereof the following:
"(e) Compensating Balance/Compensating Balances Fees. In
the event, at any time, Borrower maintains less than
$25,000,000 in unrestricted cash (including, without
limitation, cash, cash equivalents and marketable securities)
with Bank, Borrower shall pay such fees and expenses as Bank
shall determine, in its sole and exclusive discretion, to
compensate Bank for its loss on income on such deposit balance
(the "Additional Fees")."
1. The Loan Agreement shall be amended by deleting the following text,
appearing in Section 6.7(a) thereof::
"(a) LIQUIDITY. Borrower shall have at all times, to be tested
as of the last day of each month, unrestricted and
unencumbered cash equal to or greater than $25,000,000.00."
and inserting in lieu thereof the following:
"(a) LIQUIDITY. Borrower shall have at all times, to be tested
as of the last day of each month, unrestricted and
unencumbered cash (including, without limitation, cash, cash
equivalents and marketable securities) equal to or greater
than $25,000,000.00."
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This letter shall take effect as a sealed instrument under the laws of the
Commonwealth of Massachusetts as of the date first written above.
Very truly yours,
BANK:
SILICON VALLEY BANK, doing business
as SILICON VALLEY EAST
By: /s/ Irina Case
------------------------------------
Name: Irina Case
Title: VP
SILICON VALLEY BANK
By:
------------------------------------
Name:
Title:
(signed in Santa Xxxxx County, California)
Acknowledged and agreed:
BORROWER:
ART TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: VP Finance
