Exhibit 10.29


 


AMENDMENT NO. 2


TO


LOAN AND SECURITY AGREEMENT


 


THIS AMENDMENT NO. 2 TO LOAN AND
SECURITY AGREEMENT (this “Amendment”) is
entered into as of March 31, 2006, by and between IKANOS COMMUNICATIONS, a Delaware
corporation (“Borrower”),
and SILICON VALLEY BANK, (“Bank”). Capitalized
terms used herein without definition shall have the same meanings given them in
the Loan Agreement (as defined below).


 


RECITALS


 


A.                                    Borrower
and Bank have entered into that certain Loan and Security Agreement dated as of
the Effective Date, as amended by Amendment No. 1 and Forbearance to the
Loan and Security Agreement dated as of June 30, 2005 (as so amended, the “Loan Agreement”),
pursuant to which the Bank has agreed to extend and make available to Borrower
certain advances of money.


 


B.                                    Borrower
intends to acquire the FUSIV network processor and ADSL technology product
lines from Analog Devices, Inc. for a price not to exceed $31,000,000 in
cash and Cash Equivalents (the “Acquisition”). Borrower desires that Bank (i) consent
to this Acquisition and (ii) amend an existing financial covenant to
exclude from profitability certain expenses and charges related to the
Acquisition upon the terms and conditions more fully set forth herein.


 


C.                                    Subject
to the representations and warranties of Borrower herein and upon the terms and
conditions set forth in this Amendment, Bank is willing to provide the consent
contained herein and amend the Loan Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing Recitals and intending to be legally bound, the parties hereto agree
as follows:


 


1.                                      CONSENT. As long as no Event of
Default exists at the time of the consummation of the Acquisition, Bank hereby
consents, subject to the terms of Section 5 hereof, to the Acquisition in
accordance with the terms set forth in Borrower’s Form S-1 and the pro
forma financials for the fiscal year ending 2006 prepared by Borrower.


 


2.                                      AMENDMENTS TO LOAN AGREEMENT.


 


2.1                               Section 6.7 (Financial Covenants).       Section 6.7(b) of the Loan Agreement is amended in
its entirety by replacing the text thereof with the following:


 


(b)                                  For
each date that is a quarter-end, Borrower’s
losses for the quarter then-ended shall not exceed the amount set forth in
opposite each time period set forth below:


 

















 


	
  Period

  	
   

  	
  Maximum Quarterly Losses

  
	
   

  	
   

  	
   

  
	
  For the quarter ending 6/30/04

  	
   

  	
  $4,000,000

  
	
   

  	
   

  	
   

  
	
  For the quarter ending 9/30/04

  	
   

  	
  $2,000,000

  
	
   

  	
   

  	
   

  
	
  For the quarter ending 12/31/04

  	
   

  	
  $1,000,000

  
	
   

  	
   

  	
   

  
	
  For the quarters ending 3/31/05, 6/30/05, 9/30/05, 12/31/05

  	
   

  	
  $0

  
	
   

  	
   

  	
   

  
	
  For the quarters ending 3/31/06, 6/30/06, 9/30/06, 12/31/06

  	
   

  	
  $0

  In calculating Borrower’s loss for these quarters set forth opposite,
  stock-based compensation expense and non-cash charges related to the 2006
  acquisition of assets from Analog Devices, Inc. shall be excluded.

  
	
   

  	
   

  	
   

  
	
  For the quarter ending 3/31/07 and each quarter thereafter

  	
   

  	
  $0

  



 


3.                                      BORROWER’S REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants that:


 


(a)                                  immediately
upon giving effect to this Amendment (i) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material
respects as of the date hereof (except to the extent such representations and
warranties relate to an earlier date, in which case they are true and correct
as of such date), and (ii) no Event of Default has occurred and is
continuing;


 


(b)                                  Borrower
has the corporate power and authority to execute and deliver this Amendment and
to perform its obligations under the Loan Agreement, as amended by this
Amendment;


 


(c)                                  the
certificate of incorporation, bylaws and other organizational documents of
Borrower delivered to Bank on the Effective Date remain true, accurate and
complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;


 


(d)                                  the
execution and delivery by Borrower of this Amendment and the performance by
Borrower of its obligations under the Loan Agreement, as amended by this
Amendment, have been duly authorized by all necessary corporate action on the part of
Borrower;


 


2

















 


(e)                                  this
Amendment has been duly executed and delivered by the Borrower and is the
binding obligation of Borrower, enforceable against it in accordance with its
terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium or other similar laws of
general application and equitable principles relating to or affecting creditors’
rights; and


 


(f)                                    as
of the date hereof, it has no defenses against the obligations to pay any
amounts under the Obligations. Borrower acknowledges that Bank has acted in
good faith and has conducted in a commercially reasonable manner its
relationships with Borrower in connection with this Amendment and in connection
with the Loan Documents.


 


Borrower understands and acknowledges that Bank is entering into this
Amendment in reliance upon, and in partial consideration for, the above
representations and warranties, and agrees that such reliance is reasonable and
appropriate.


 


4.                                      LIMITATION. The consent and
amendment set forth in this Amendment shall be limited precisely as written and
shall not be deemed (a) to be a waiver or modification of any other term
or condition of the Loan Agreement or of any other instrument or agreement referred
to therein or to prejudice any right or remedy which Bank may now have or may have
in the future under or in connection with the Loan Agreement or any instrument
or agreement referred to therein; or (b) to be a consent to any future
amendment or modification or waiver to any instrument or agreement the
execution and delivery of which is consented to hereby, or to any waiver of any
of the provisions thereof. Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect.


 


5.                                      EFFECTIVENESS. This Amendment
shall become effective upon the satisfaction of all the following conditions
precedent:


 


5.1                               Amendment. Borrower and Bank shall
have duly executed and delivered this Amendment to Bank.


 


5.2                               Payment of Amendment Fee. Borrower
shall have paid Bank an amendment fee equal to $2,500.00.


 


5.3                               Payment of Bank Expenses. Borrower
shall have paid all Bank Expenses (including all reasonable attorneys’ fees and
reasonable expenses) incurred through the date of this Amendment.


 


6.                                      COUNTERPARTS. This Amendment may be
signed in any number of counterparts, and by different parties hereto in
separate counterparts, with the same effect as if the signatures to each such
counterpart were upon a single instrument. All counterparts shall be deemed
an original of this Amendment.


 


7.                                      INTEGRATION. This Amendment and
any documents executed in connection herewith or pursuant hereto contain the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior agreements, understandings, offers and negotiations,
oral or written, with respect thereto and no extrinsic evidence whatsoever may be
introduced in any judicial or arbitration proceeding, if any, involving this
Amendment; except 


 


3

















 


that any financing statements or other agreements or instruments filed
by Bank with respect to Borrowers shall remain in full force and effect.


 


8.                                      GOVERNING LAW; VENUE. THIS
AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and Bank each
submit to the exclusive jurisdiction of the State and Federal courts in Santa
Clara County, California.


 


4

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be executed as of the date first written above.


 


	
  BORROWER:

  	
  IKANOS COMMUNICATIONS

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel K. Atler

  	
   

  
	
   

  	
  Printed
  Name:

  	
  Daniel K.
  Atler

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BANK:

  	
  SILICON VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Zeidan

  	
   

  
	
   

  	
  Printed
  Name:

  	
  Kevin Zeidan

  	
   

  
	
   

  	
  Title:

  	
  Relationship Manager