EXHIBIT
10.31


 


AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Amendment to Loan and
Security 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 are
parties to that certain Amended and Restated Loan and Security Agreement dated
as of September 27, 2002, as amended from time to time (the “Agreement”).  The parties desire to amend the Agreement in
accordance with the terms of this Amendment.


 


NOW, THEREFORE, the parties
agree as follows:


 


1.
            The following defined term is hereby added to
Section 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 the
Agreement is hereby amended in its entirety to read as follows:


 


“Notwithstanding
the foregoing, (i) no more than 20% of the Equipment Line may be used to
finance software and other soft costs (except for a one-time Equipment Advance
in an aggregate amount of up to Five Hundred Thousand Dollars ($500,000), which
may be used by Borrower to finance software licensed from Oracle Corporation
(the “Oracle Equipment Advance”), provided that Borrower provides documents
and/or invoices to Bank, in form and substance acceptable to Bank, evidencing
such software licenses from Oracle Corporation ), (ii) no Equipment Advance
shall 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 prior
to the Closing Date in the initial Equipment Advance.”


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


6.
            Borrower represents and warrants that the
representations and warranties contained in the Agreement are true and correct
as of the date of this Amendment, and that no Event of Default has occurred and
is continuing.


 


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


 


(a)
          this Amendment, duly executed by Borrower;


 


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


 


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


 


8.
            Unless otherwise defined, all initially
capitalized terms in this Amendment shall be as defined in the Agreement.  The Agreement, as amended hereby, shall be
and remain in full force and effect in accordance with its respective terms and
hereby 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 an
amendment of, any right, power, or remedy of Bank under the Agreement, as in
effect prior to the date hereof.


 


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


 


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left blank.]


 

















 


IN WITNESS WHEREOF, the
undersigned 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