SECOND AMENDMENT TO AMENDED
AND RESTATED LOAN AND SECURITY
AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this “ Agreement
”) is entered into this 18 th day of May, 2009, by and among SILICON VALLEY
BANK (“ Lender ”), and LENDINGCLUB
CORPORATION, a Delaware corporation (“ Borrower
”).
A. Lender and Borrower have entered into that
certain Amended and Restated Loan and Security Agreement dated
October 7, 2008 (as the same may from time to time be further
amended, modified, supplemented or restated, the “ Loan
Agreement ”).
B. Lender has extended credit to Borrower for the
purposes permitted in the Loan Agreement.
C. Borrower has requested that SVB and Gold Hill
Venture Lending 03, LP. (“Gold Hill”) make an
additional term loan in the principal amount of Four Million
Dollars ($4,000,000) (the “Supplemental Term Loan”)
available to Borrower pursuant to a Loan and Security Agreement by
and among Lender, as Administrative Agent and as a Lender, Gold
Hill and Borrower dated of even date herewith.
D. Lender and Gold Hill have agreed to make the
Supplemental Term Loan, on the condition, among others, that
Borrower enter into this Agreement, but only to the extent, in
accordance with the terms, subject to the conditions and in
reliance upon the representations and warranties set forth
below.
Now,
Therefore, in
consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound, the parties hereto
agree as follows:
1. Definitions . Capitalized terms used but not defined in this
Agreement shall have the meanings given to them in the Loan
Agreement.
2. Outstanding Advances
. Borrower represents and warrants
to Lender that as of the date of this Agreement, (a) the
outstanding principal balance of the Credit Extensions is
Dollars ($
), and (b) that all such sums are due and owing to Lender,
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 2.4 (Mandatory Prepayment Upon
Prepayment of Eligible Loans) . Section 2.4 is hereby amended by deleting
it in its entirety and replacing it with the following:
2.4 Mandatory Prepayment Upon Prepayment of
Eligible Loans . Upon the
request of Bank, Borrower shall pay to Bank, the aggregate amount
of Financed Loans which have been repaid or Charged-off, in whole
or in part.
3.2 Section 6.8 (Right to
Invest) .
Section 6.8 is hereby deleted in its entirety and replaced
with “Reserved”.
3.3 Section 8.11 ( Cross-Default with Gold Hill 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 Gold Hill Loan
Agreement and the SVB/Gold Hill Loan Agreement
. An Event of Default occurs under
the Gold Hill Loan Agreement or the Loan and Security Agreement by
and among Bank, 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 (a) fr
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