Amendment to Loan and Security Agreement between eGain and Silicon Valley Bank



 Exhibit 10.1 
 Silicon Valley Bank 
 Extension Agreement 
 Borrower: eGain Communications Corporation 
 Date: January 27, 2006 
 This Extension Agreement is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).

 The Parties agree to amend the Loan and Security Agreement between them, dated October 29, 2004 (as otherwise amended, if at all, the
“Loan Agreement”), as follows, effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall have the meanings set forth in the Loan Agreement.) 
 1. Extension—Revolving Line. The words “January 27, 2006”, set forth in Section 4 of the Schedule are hereby amended to read
“July 28, 2006”. 
 2. Extension—Equipment Draw Period. The sentence in Section 2.1.6(a) of the Loan
Agreement, which presently reads as follows: 
 “Through January 27, 2006 (the “Equipment Availability End Date”),
Bank will make advances (“Equipment Advance” and, collectively, “Equipment Advances”) not exceeding $250,000, plus the unpaid principal balance of the Equipment Advances outstanding at October 20, 2005.” 
 is amended to read as follows: 
 “Through July 28, 2006 (the “Equipment Availability End Date”), Bank will make advances (“Equipment Advance” and, collectively, “Equipment Advances”) not exceeding $124,165, plus the unpaid principal
balance of the Equipment Advances outstanding at January 25, 2006.” 
 3. Eligible Accounts. Subsection (k) of the
definition of “Eligible Accounts” in Section 13.1 of the Loan Agreement, which presently reads “Accounts arising from hosting, maintenance or support services, except for hosting services that have been fully delivered;” is
hereby deleted from the Loan Agreement. Said subsection (k) is duplicative of subsection (1), and no substantive change is intended by this modification. 
 4. Fee. In consideration for Silicon entering into this Amendment, Borrower shall concurrently pay Silicon a fee in the amount of $6,250 relating to the extension in Section 1 above, and a fee of $1,242
relating to the amendment in Section 2 above, which fees shall be 

  

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		 	Silicon Valley Bank	 	  	 	Amendment to Loan Agreement

  

 
non-refundable and in addition to all interest and other fees payable to Silicon under the Loan Documents. Silicon is authorized to charge said fees to
Borrower’s loan account or any of Borrower’s deposit accounts. 
 5. Representations True. Borrower represents and warrants
to Silicon that all representations and warranties set forth in the Loan Agreement, as amended hereby, are true and correct. 
 6.
General Provisions. This Amendment, the Loan Agreement, any prior written amendments to the Loan Agreement signed by Silicon and Borrower, and the other written documents and agreements between Silicon and Borrower set forth in full all of the
representations and agreements of the parties with respect to the subject matter hereof and supersede all prior discussions, representations, agreements and understandings between the parties with respect to the subject hereof. Except as herein
expressly amended, all of the terms and provisions of the Loan Agreement, and all other documents and agreements between Silicon and Borrower shall continue in full force and effect and the same are hereby ratified and confirmed. 

 

									
	Borrower:	 		 	Silicon:
			
	EGAIN COMMUNICATIONS CORPORATION	 		 	SILICON VALLEY BANK
					
	By	 	 /s/ Eric Smit
	 		 	By	 	 /s/ Samuel Thompson

		 	 President or Vice President
	 		 	Title	 	 Relationship Manager

					
	By	 	 /s/ Eric Smit
	 		 		 	
		 	 Secretary or Ass’t Secretary
	 		 		 	

  

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