Amendment No. 1 to the Loan and Security Agreement



 Exhibit 10.27 
  
 AMENDMENT NO. 1 
 TO 
 LOAN AND SECURITY AGREEMENT 
  
 THIS AMENDMENT NO. 1 TO LOAN
AND SECURITY AGREEMENT (the “Amendment”), is entered into this 14th day of January, 2004 (the “Effective Date”), by and between PALMONE, INC., 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 August 28, 2003 (the “Loan Agreement”), pursuant to which the Bank has agreed to extend and make available to Borrower certain advances of money.

  
 B. Borrower wishes to guaranty the support credit needs
of any of its Subsidiaries solely with respect to such entity’s foreign exchange hedging activities. Section 7.4 of the Loan Agreement provides that Borrower will not incur Indebtedness, except for specified Permitted Indebtedness, without
Bank’s prior written consent. 
  
 C. Subject to the
representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank has agreed to make permit such transactions and is willing to so 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.
AMENDMENT TO LOAN AGREEMENT. 
  
 1.1 Section 13 (Amended Definition). Item (e) of the definition of “Permitted Indebtedness” set forth in Section
13 of the Loan Agreement is amended in its entirety and replaced with the following: 
  
 (e) An additional $35,000,000 in guaranty to Bank of America or any other financial institution to support credit needs of any Subsidiary of Borrower solely with respect to such entity’s foreign exchange
hedging activities; 
  
 2.
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 Closing 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; and 
  
 (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. 
  
 3. LIMITATION. The amendments 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. 
  
 4. EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of all the following conditions
precedent: 
  
 4.1 Amendment. Borrower and Bank
shall have duly executed and delivered this Amendment to Bank. 
  
 4.2 Payment of Bank Expenses. Borrower shall have paid all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the Effective Date. 
  
 5. 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. 
  
 6.
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 

  

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that any financing statements or other agreements or instruments filed by Bank with respect to Borrower shall remain in full force and effect. 
  
 7. GOVERNING LAW. THIS AMENDMENT
SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above. 
  

									
	BORROWER:	 	 	 	PALMONE, INC.
	 	 	 	 	 	 	a Delaware corporation
					
	 	 	 	 	 	 	By:	 	 /s/ PHILIPPE MORALI


	 	 	 	 	 	 	Printed Name:	 	 Philippe Morali


	 	 	 	 	 	 	Title:	 	 Vice President & Treasurer


			
	BANK:	 	 	 	SILICON VALLEY BANK
					
	 	 	 	 	 	 	By:	 	 /s/ KEVIN WALSH


	 	 	 	 	 	 	Printed Name:	 	 Kevin Walsh


	 	 	 	 	 	 	Title:	 	 Vice President



  
  

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