FOURTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “ Agreement ”) is entered
into this 18 th day of May, 2009, by and among GOLD HILL VENTURE
LENDING 03, LP (as modified from time to time, “
Lenders ”), GOLD HILL VENTURE LENDING 03, LP
(“ Gold Hill ”) in its capacity as
Administrative Agent on behalf of the Lenders, SILICON VALLEY BANK
(“ SVB ”), in its capacity as Collection
Agent on behalf of the Lenders, and LENDINGCLUB CORPORATION, a
Delaware corporation (“ Borrower
”).
A. Administrative Agent, Collection Agent, Lenders
and Borrower have entered into that certain Loan and Security
Agreement dated as of February 19, 2008 (the “
First Amendment ” and as the same may from time
to time be further amended, modified, supplemented or restated, the
“ Loan Agreement ”).
B. Lenders have extended credit to Borrower for the
purposes permitted in the Loan Agreement.
C. Borrower has requested that SVB and Gold Hill
make an additional term loan in the principal amount of Four
Million Dollars ($4,000,000) (the “Supplemental Term
Loan”) available to Borrower pursuant to a Loan and Security
Agreement by and among SVB, as Administrative Agent and as a
Lender, Gold Hill and Borrower dated of even date
herewith.
D. SVB and Lenders have agreed to make the
Supplemental Term Loan, on the condition, among others, that
Borrower enter into this Agreement, but only to the extent, in
accordance with the terms, subject to the conditions and in
reliance upon the representations and warranties set forth
below.
Now,
Therefore, in
consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
1. Definitions . Capitalized terms used but not defined in this
Agreement shall have the meanings given to them in the Loan
Agreement.
2. Outstanding Advances
. Borrower represents and warrants
to Administrative Agent, Collection Agent, and Lenders that as of
the date of this Agreement, (a) the outstanding principal
balance of the Advances is
Dollars ($
), and (b) that all such sums are due and owing to Lenders,
without offset or defense of any kind or nature and in the event
Borrower has any offsets or defenses thereto, Borrower hereby
irrevocably waives all such offsets and defenses. Borrower
acknowledges and agrees that there is no further availability to
request Advances.
3.
Amendments to Loan Agreement .
3.1 Section 2.6 (Mandatory Prepayment Upon
Prepayment of Eligible Loans) . Section 2.6 is hereby amended by deleting
it in its entirety and replacing it with the following:
2.6 Mandatory Prepayment Upon Prepayment of
Eligible Loans . Upon the
request of Lenders, Borrower shall pay to Collection Agent, for the
benefit of Lenders, the aggregate amount of Financed Loans which
have been repaid or Charged-off, in whole or in part.
3.2 Section 6.9 (Right to
Invest) .
Section 6.9 is hereby deleted in its entirety and replaced
with “Reserved”.
3.3 Section 8.11 ( Cross-Default with SVB Loan Agreement).
Section 8.11 is hereby amended by deleting it in its entirety
and replacing it with the following:
8.11 Cross-Default with the SVB Loan Agreement
and the SVB/Gold Hill Loan Agreement . An Event of Default occurs under the SVB Loan
Agreement or the Loan and Security Agreement by and among SVB, as
Administrative Agent and as a Lender, Gold Hill and Borrower dated
May 18, 2009.
3.4 Section 13 (Definitions)
. Section 13 is amended by
deleting the following terms and their respective definitions and
replacing them with the following:
“ Minimum Collateral Value ”
means
|
