**EXHIBIT10.31**

 

**AMENDMENT TO LOAN AND SECURITYAGREEMENT**

 

This Amendment to Loan andSecurity Agreement (this “Amendment”) is entered into as of February 20, 2003,by and between COMERICA BANK-CALIFORNIA (“Bank”) and SILICON IMAGE, INC.(“Borrower”).

 

**RECITALS**

 

Borrower and Bank areparties to that certain Amended and Restated Loan and Security Agreement datedas of September 27, 2002, as amended from time to time (the “Agreement”).  The parties desire to amend the Agreement inaccordance with the terms of this Amendment.

 

NOW, THEREFORE, the partiesagree as follows:

 

1.            The following defined term is hereby added toSection 1.1 of the Agreement to read as follows:

 

““Oracle Equipment Advance”has the meaning set forth in Section 2.1(b)(i).”

 

2.            The last sentence of Section 2.1(b)(i) of theAgreement is hereby amended in its entirety to read as follows:

 

“Notwithstandingthe foregoing, (i) no more than 20% of the Equipment Line may be used tofinance software and other soft costs (except for a one-time Equipment Advancein an aggregate amount of up to Five Hundred Thousand Dollars ($500,000), whichmay be used by Borrower to finance software licensed from Oracle Corporation(the “Oracle Equipment Advance”), provided that Borrower provides documentsand/or invoices to Bank, in form and substance acceptable to Bank, evidencingsuch software licenses from Oracle Corporation ), (ii) no Equipment Advanceshall be in an amount of less than Two Hundred Fifty Thousand Dollars($250,000), and (iii) Bank will finance equipment purchased up to 90 days priorto the Closing Date in the initial Equipment Advance.”

 

3.                                       Section 2.1(b)(ii) of the Agreement is herebyamended in its entirety to read as follows:

 

“(ii)Interest shall accrue from the date of each Equipment Advance at the ratespecified in Section 2.3(a)(ii) (except for the Oracle Equipment Advance, whichshall accrue interest at the rate specified in Section 2.3(a)(iv)), and shallbe payable monthly on the last day of each month so long as any EquipmentAdvances are outstanding.  Any EquipmentAdvances (except the Oracle Equipment Advance) that are outstanding on April 1,2003 shall be payable in thirty (30) equal monthly installments of principal,plus all accrued interest, beginning on April 1, 2003, and continuing on thefirst day of each month thereafter through the Equipment Maturity Date, atwhich time all amounts owing under this Section 2.1(b) and any other amountsowing under this Agreement shall be immediately due and payable.  The Oracle Equipment Advance shall bepayable in twenty-four (24) equal monthly installments of principal, plus allaccrued interest, beginning on March 1, 2003, and continuing on the first dayof each month thereafter through February 1, 2005, at which time the remainingoutstanding principal, plus all

 

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accrued interest, on accountof the Oracle Equipment Advance shall be due and payable to Bank.  Equipment Advances, once repaid, may not bereborrowed.  Borrower may prepay anyEquipment Advances without penalty or premium.”

 

4.                                       A new Section 2.3(a)(iv) is hereby added tothe Agreement to read as follows:

 

“(iv)Oracle Equipment Advance.  Exceptas set forth in Section 2.3(b), the Oracle Equipment Advance shall bearinterest, on the outstanding Daily Balance thereof, at a rate equal to thethree quarters of one percent (0.75%) above the Prime Rate.”

 

5.            The words “or change its legal name” arehereby added to Section 7.2 of the Agreement following the words “relocate itschief executive office or state of incorporation”.

 

6.            Borrower represents and warrants that therepresentations and warranties contained in the Agreement are true and correctas of the date of this Amendment, and that no Event of Default has occurred andis continuing.

 

7.            As a condition to the effectiveness of thisAmendment, Bank shall have received, in form and substance satisfactory toBank, the following:

 

(a)          this Amendment, duly executed by Borrower;

 

(b)          all reasonable Bank Expenses incurred throughthe date of this Amendment, including, but not limited to, reasonableattorneys’ fees incurred in connection with this Amendment; and

 

(c)          such other documents, and completion of suchother matters, as Bank may reasonably deem necessary or appropriate.

 

8.            Unless otherwise defined, all initiallycapitalized terms in this Amendment shall be as defined in the Agreement.  The Agreement, as amended hereby, shall beand remain in full force and effect in accordance with its respective terms andhereby is ratified and confirmed in all respects.  Except as expressly set forth herein, the execution, delivery,and performance of this Amendment shall not operate as a waiver of, or as anamendment of, any right, power, or remedy of Bank under the Agreement, as ineffect prior to the date hereof.

 

9.            This Amendment may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one instrument.

 

*[Remainder of page intentionallyleft blank.]*

 

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IN WITNESS WHEREOF, theundersigned have executed this Amendment as of the first date above written.

 
|   | SILICON IMAGE, INC.      |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      | /s/ Bob  Gargus |   |
|   |                     |
|   | Title:                   | CFO |   |
|   |                     |
|   |                     |
|   | COMERICA BANK-CALIFORNIA |
|   |                     |
|   |                     |
|   | By:                      | /s/ Guy  Simpson |   |
|   |                     |
|   | Title:                   | Vice  President |   |
|        |                          |  |  |  |  |  |  |

 

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