exv10w03



 






EXHIBIT 10.03




Peninsula Regional

Commercial Banking

P.O. Box 150

Palo Alto, CA 94302

650 855-7662

650 328-0814 Fax




July 25, 2005




Interwoven, Inc.

803 11th Street

Sunnyvale, CA 94089




Dear Mr. Calonico:




     This letter amendment (this “Amendment”) is to confirm the changes agreed upon between WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Bank”) and INTERWOVEN, INC. (“Borrower”) to the terms and
conditions of that certain letter agreement between Bank and Borrower dated as of June 1, 2004, as
amended from time to time (the “Agreement”). For valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree that the Agreement
shall be amended as follows to reflect said changes.



     1. The Agreement is hereby amended (a) by deleting “July 31, 2005” as the last day on which
Bank will issue Letters of Credit under the Letter of Credit Line, and by substituting for said
date “July 31, 2006.”



     2. In consideration of the changes set forth herein and as a condition to the effectiveness
hereof, immediately upon signing this Amendment Borrower shall pay to Bank a non-refundable fee of
$3,200.00.



     3. Except as specifically provided herein, all terms and conditions of the Agreement remain in
full force and effect, without waiver or modification. All terms defined in the Agreement shall
have the same meaning when used herein. This Amendment and the Agreement shall be read together, as
one document.



     4. Borrower hereby remakes all representations and warranties contained in the Agreement and
reaffirms all covenants set forth therein. Borrower further certifies that as of the date of
Borrower’s acknowledgment set forth below there exists no default or defined event of default under
the Agreement or any promissory note or other contract, instrument or document executed in
connection therewith, nor any condition, act or event which with the giving of notice or the
passage of time or both would constitute such a default or defined event of default.



 









 




July 25, 2005

Page 2




     Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and
conditions.



WELLS FARGO BANK,

NATIONAL ASSOICATION




	 	 	 
	By:

	 	/s/ Manao Keegan
	

	 	 
	

	 	Manao Keegan

Vice President






Acknowledged and accepted as of 8/8/2005:






	 	 	 	 	 
	Interwoven, Inc.
	 
	By:	 	/s/ John Calonico	 	 
	 	 	John Calonico
	 	 
	 	 	Senior Vice President	 	 







 









 








BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM

Statement of Purpose for an Extension of Credit Secured By Margin Stock




(Federal Reserve Form U-l)




Wells Fargo Bank, National Association

Name of Bank



This report is required by law (15 U.S.C. 78g and 78w, 12 CFR 221).



Public reporting burden for this collection of information is estimated to average 4.2 minutes
(0.07 hours) per response, including the time for reviewing instructions, searching existing data
sources, gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding this burden estimate, including suggestions for reducing this
burden, to Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, N. W.,
Washington, D. C. 20551; and to the Office of Management and Budget, Paperwork Reduction Project
(7100-0115), Washington, D. C. 20503.




INSTRUCTIONS





	1.	 	This form must be completed when a bank extends credit in excess of $100,000.00 secured
directly or indirectly, in whole or in part, by any margin stock.
	 
	2.	 	The term “margin stock” is defined in Regulation U (12 CFR 221) and includes, principally:
(1) stocks that are registered on a national securities exchange or that are on the Federal
Reserve Board’s List of Marginable OTC Stocks; (2) debit securities (bonds) that are
convertible into margin stocks; (3) any over-the-counter security designated as qualified for
trading in the National Market System under a designation plan approved by the Securities and
Exchange Commission (NMS security); and (4) shares of mutual funds, unless 95 per cent of the
assets of the fund are continuously invested in U.S. government, agency, state, or municipal
obligations
	 
	3.	 	Please print or type (if space is inadequate, attach separate sheet.)





PART 1. To be completed by borrower(s).





	1.	 	What is the amount of the credit being extended? $16,000,000.00
	 
	2.	 	Will any part of this credit be used to purchase or carry margin stock? o Yes þ No




If the answer is “no”, describe the specific purpose of the credit To issue Standby Letter of
Credit



I (we) have read this form and certify that to the best of my (our) knowledge and belief the
information given is true, accurate, and compete, and that the margin stock and any other
securities collateralizing this credit are authentic, genuine, unaltered, and not stolen, forged,
or counterfeit.




	 	 	 	 	 	 	 
	BORROWER: INTERWOVEN, INC.	 	 	 	 
	By:

	 	/s/ John Calonico
	 	By:
	 	John E. Calonico, JR.
	

	 	 
	 	 	 	 
	

	 	John Calonico	 	 	 	 
	Title:

	 	 	 	Title:
	 	Chief Financial Officer
	

	 	 
	 	 	 	 
	

	 	Senior Vice President	 	 	 	 






This form should not be signed blank.




     A borrower who falsely certifies the purpose of a credit on this form or otherwise willfully or
intentionally evades the provisions of Regulation U will also violate Federal Reserve Regulation X,
“Borrowers of Obtain Securities Credit.”




 









 








	 	 	 
	

	 	SECURITY AGREEMENT
	WELLS FARGO

	 	SECURITIES ACCOUNT
	 




1. GRANT OF SECURITY INTEREST. For valuable consideration, the undersigned Interwoven, Inc., or any
of them (“Debtor), hereby grants and transfers to WELLS FARGO BANK. NATIONAL ASSOCIATION (“Bank”) a
security interest in (a) Debtor’s account no. 10427400 (whether held in Debtor’s name or as a Bank
collateral account for the benefit of Debtor), any sub-account thereunder or consolidated
therewith, and all replacements or substitutions therefor, including any account resulting from a
renumbering or other administrative re-identification thereof (collectively, the “Securities
Account”) maintained with Wells Capital Management Incorporated (“Intermediary”), (b) all financial
assets credited to the Securities Account, (c) all security entitlements with respect to the
financial assets credited to the Securities Account, and (d) any and all other investment property
or assets maintained or recorded in the Securities Account (with all the foregoing defined as
“Collateral”), together with whatever is receivable or received when any of the Collateral or
proceeds thereof are sold, collected, exchanged or otherwise disposed of, whether such disposition
is voluntary or involuntary, including without limitation, (i) all rights to payment, including
returned premiums, with respect to any insurance relating to any of the foregoing, (ii) all rights
to payment with respect to any claim or cause of action affecting or relating to any of the
foregoing, and (iii) all stock rights, rights to subscribe, stock splits, liquidating dividends,
cash dividends, dividends paid in stock, new securities or other property of any kind which Debtor
is or may hereafter be entitled to receive on account of any securities pledged hereunder,
including without limitation, stock received by Debtor due to stock splits or dividends paid in
stock or sums paid upon or in respect of any securities pledged hereunder upon the liquidation or
dissolution of the issuer thereof (hereinafter called “Proceeds”). Except as otherwise expressly
permitted herein, in the event Debtor receives any such Proceeds, Debtor will hold the same in
trust on behalf of and for the benefit of Bank and will immediately deliver all such Proceeds to
Bank in the exact form received, with the endorsement of Debtor if necessary and/or appropriate
undated stock powers duly executed in blank, to be held by Bank as part of the Collateral, subject
to all terms hereof. As used herein, the terms “security entitlement,” “financial asset” and
“investment property” shall have the respective meanings set forth in the California Uniform
Commerical Code.



2. OBLIGATIONS SECURED. The obligations secured hereby are the payment and performance of: (a) all
present and future Indebtedness of Debtor to Bank; (b) all obligations of Debtor and rights of Bank
under this Agreement; and (c) all present and future obligations of Debtor to Bank of other kinds.
The word “Indebtedness” is used herein in its most comprehensive sense and includes any and all
advances, debts, obligations and liabilities of Debtor, or any of them, heretofore, now or
hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether
due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and
whether Debtor may be liable individually or jointly, or whether recovery upon such indebtedness
may be or hereafter becomes unenforceable.



3. TERMINATION. This Agreement will terminate upon the performance of all obligations of Debtor to
Bank, including without limitation, the payment of all Indebtedness of Debtor to Bank, and the
termination of all commitments of Bank to extend credit to Debtor, existing at the time Bank
receives written notice from Debtor of the termination of this Agreement.



4. OBLIGATIONS OF BANK. Bank has no obligation to make any loans hereunder. Any money received by
Bank in respect of the Collateral may be deposited, at Bank’s option, into a non-interest bearing
account over which Debtor shall have no control, and the same shall, for all purposes, be deemed
Collateral hereunder. Bank shall have no duty to take any steps necessary to preserve the rights of
Debtor against prior parties, or to initiate any action to protect against the possibility of a
decline in the market value of the Collateral or Proceeds. Bank shall not be obligated to take any
action with respect to the Collateral or Proceeds requested by Debtor unless such request is made
in writing and Bank determines, in its sole discretion, that the requested action would not
unreasonably jeopardize the value of the Collateral and Proceeds as security for the Indebtedness.



5. REPRESENTATIONS AND WARRANTIES. Debtor represents and warrants to Bank that: (a) Debtor’s legal
name is exactly as set forth on the first page of this Agreement, and all of Debtor’s
organizational documents or agreements delivered to Bank are complete and accurate in every
respect; (b) Debtor is the owner of the Collateral and Proceeds; (c) Debtor has the exclusive right
to grant a security interest in the Collateral and Proceeds; (d) all Collateral and Proceeds are
genuine, free from liens, adverse claims, setoffs, default, prepayment, defenses




 









 




and conditions precedent of any kind or character, except the lien created hereby or as otherwise
agreed to by Bank, or heretofore disclosed by Debtor to Bank, in writing; (e) all statements
contained herein and, where applicable, in the Collateral, are true and complete in all material
respects; (f) no financing statement or control agreement covering any of the Collateral or
Proceeds, and naming any secured party other than Bank, exists or is on file in any public office
or remains in effect; (g) no person or entity, other than Debtor, Bank and Intermediary, has any
interest in or control over the Collateral; and (h) specifically with respect to Collateral and
Proceeds consisting of investment securities, instruments, chattel paper, documents, contracts,
insurance policies or any like property, (i) all persons appearing to be obligated thereon have
authority and capacity to contract and are bound as they appear to be, and (ii) the same comply
with applicable laws concerning form, content and manner of preparation and execution.



6. COVENANTS OF DEBTOR.



6.1 Debtor Agrees in general: (a) to pay Indebtedness secured hereby when due: (b) to indemnify
Bank against all losses, claims, demands, liabilities and expenses of every kind caused by property
subject hereto; (c) to pay all costs and expenses, including reasonable attorneys’ fees, incurred
by Bank in the perfection and preservation of the Collateral or Bank’s interest therein and/or the
realization, enforcement and exercise of Bank’s rights, powers and remedies hereunder; (d) to
permit Bank to exercise its powers; (e) to execute and deliver such documents as Bank deems
necessary to create, perfect and continue the security interests contemplated hereby; (f) not to
change its name, and as applicable, its chief executive office, its principal residence or the
jurisdiction in which it is organized and/or registered without giving Bank prior written notice
thereof; (g) not to change the places where Debtor keeps any Collateral or Debtor’s records
concerning the Collateral and Proceeds without giving Bank prior written notice of the address to
which Debtor is moving same; and (h) to cooperate with Bank in perfecting all security interests
granted herein and in obtaining such agreements from third parties as Bank deems necessary, proper
or convenient in connection with the preservation, perfection or enforcement of any of its rights
hereunder.



6.2 Debtor agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise in
writing: (a) that Bank is authorized to file financing statements in the name of Debtor to perfect
Bank’s security interest in Collateral and Proceeds; (b) not to permit any security interest in or
lien on the Collateral or Proceeds, except in favor of Bank and except liens in favor of
Intermediary to the extent expressly permitted by Bank in writing; (c) not to hypothecate or permit
the transfer by operation of law of any of the Collateral or Proceeds or any interest therein; (d)
to keep, in accordance with generally accepted accounting principles, complete and accurate records
regarding all Collateral and Proceeds, and to permit Bank to inspect the same and make copies
thereof at any reasonable time; (e) if requested by Bank, to receive and use reasonable diligence
to collect Proceeds, in trust and as the property of Bank, and to immediately endorse as
appropriate and deliver such Proceeds to Bank daily in the exact form in which they are received
together with a collection report in form satisfactory to Bank; (f) in the event Bank elects to
receive payments of Proceeds hereunder, to pay all expenses incurred by Bank in connection
therewith, including expenses of accounting, correspondence, collection efforts, filing, recording,
record keeping and expenses incidental thereto; (g) to provide any service and do any other acts
which may be necessary to keep all Collateral and Proceeds free and clear of all defenses, rights
of offset and counterclaims; and (h) if the Collateral or Proceeds consists of securities and so
long as no Event of Default exists, to vote said securities and to give consents, waivers and
ratifications with respect thereto, provided that no vote shall be cast or consent, waiver or
ratification given or action taken which would impair Bank’s interests in the Collateral and
Proceeds or be inconsistent with or violate any provisions of this Agreement. Debtor further agrees
that any party now or at any time hereafter authorized by Debtor to advise or otherwise act with
respect to the Securities Account shall be subject to all terms and conditions contained herein and
in any control, custodial or other similar agreement at any time in effect among Bank, Debtor and
Intermediary relating to the Collateral.



7. POWERS OF BANK. Debtor appoints Bank its true attorney-in-fact to perform any of the following
powers, which are coupled with an interest, are irrevocable until termination of this Agreement and
may be exercised from time to time by Bank’s officers and employees, or any of them, whether or not
Debtor is in default: (a) to perform any obligation of Debtor hereunder in Debtor’s name or
otherwise; (b) to notify any person obligated on any security, instrument or other document subject
to this Agreement of Bank’s rights hereunder; (c) to collect by legal proceedings or otherwise all
dividends, interest, principal or other sums now or hereafter payable upon or on account of the
Collateral or Proceeds; (d) to enter into any extension, modification, reorganization, deposit,
merger or consolidation agreement, or any other agreement relating to or affecting the Collateral
or Proceeds, and in connection therewith to deposit or surrender control of the Collateral and
Proceeds, to accept other property in




 









 




exchange for the Collateral and Proceeds, and to do and perform such acts and things as Bank may
deem proper, with any money or property received in exchange for the Collateral or Proceeds, at
Bank’s option, to be applied to the Indebtedness or held by Bank under this Agreement; (e) to make
any compromise or settlement Bank deems desirable or proper in respect of the Collateral and
Proceeds; (f) to insure, process and preserve the Collateral and Proceeds; (g) to exercise rights,
powers and remedies which Debtor would have, but for this Agreement, with respect to all Collateral
and Proceeds subject hereto; and (h) to do all acts and things and execute all documents in the
name of Debtor or otherwise, deemed by Bank as necessary, proper and convenient in connection with
the preservation, perfection or enforcement of its rights hereunder. To effect the purposes of this
Agreement or otherwise upon instructions of Debtor, or any of them, Bank may cause any Collateral
and/or Proceeds to be transferred to Bank’s name or the name of Bank’s nominee. If an Event of
Default has occurred and is continuing, any or all Collateral and/or Proceeds consisting of
securities may be registered, without notice, in the name of Bank or its nominee, and thereafter
Bank or its nominee may exercise, without notice, all voting and corporate rights at any meeting of
the shareholders of the issuer thereof, any and all rights of conversion, exchange or subscription,
or any other rights, privileges or options pertaining to such Collateral and/or Proceeds, all as if
it were the absolute owner thereof. The foregoing shall include, without limitation, the right of
Bank or its nominee to exchange, at its discretion, any and all Collateral and/or Proceeds upon the
merger, consolidation, reorganization, recapitalization or other readjustment of the issuer
thereof, or upon the exercise by the issuer thereof or Bank of any right, privilege or option
pertaining to any shares of the Collateral and/or Proceeds, and in connection therewith, the right
to deposit and deliver any and all of the Collateral and/or Proceeds with any committee,
depository, transfer agent, registrar or other designated agency upon such terms and conditions as
Bank may determine. All of the foregoing rights, privileges or options may be exercised without
liability on the park of Bank or its nominee except to account for property actually received by
Bank. Bank shall have no duty to exercise any of the foregoing, or any other rights, privileges or
options with respect to the Collateral or Proceeds and shall not be responsible for any failure to
do so or delay in so doing.



8. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees to pay, prior to
delinquency, all insurance premiums, taxes, charges, liens and assessments against the Collateral
and Proceeds, and upon the failure of Debtor to do so, Bank at its option may pay any of them and
shall be the sole judge of the legality or validity thereof and the amount necessary to discharge
the name. Any such payments made by Bank shall be obligations of Debtor to Bank, due and payable
immediately upon demand, together with interest at a rate determined in accordance with the
provisions of this Agreement, and shall be secured by the Collateral and Proceeds, subject to all
terms and conditions of this Agreement.



9. EVENTS OF DEFAULT. The occurrence of any of the following shall constitute an “Event of Default”
under this Agreement: (a) any default in the payment or performance of any obligation, or any
defined event of default, under (i) any contract or instrument evidencing any Indebtedness, (ii)
any other agreement between Debtor and Bank, including without limitation any loan agreement,
relating to or executed in connection with any Indebtedness, or (iii) any control, custodial or
other similar agreement in effect among Bank. Debtor and Intermediary relating to the Collateral;
(b) any representation or warranty made by Debtor herein shall prove to be incorrect, false or
misleading in any material respect when made, (c) Debtor shall fail to observe or perform any
obligation or agreement contained herein; (d) any impairment of the rights of Bank in any
Collateral or Proceeds or any attachment or like levy on any property of Debtor; and (e) Bank, in
good faith, believes any or all of the Collateral and/or Proceeds to be in danger of misuse,
dissipation, commingling, loss, theft, damage or destruction, or otherwise in jeopardy or
unsatisfactory in character or value.



10. REMEDIES. Upon the occurrence of any Event of Default, Bank shall have the right to declare
immediately due and payable all or any Indebtedness secured hereby and to terminate any commitments
to make loans or otherwise extend credit to Debtor. Bank shall have all other rights, powers,
privileges and remedies granted to a secured party upon default under the California Uniform
Commerical Code or otherwise provided by law, including without limitation, the right (a) to
contact all persons obligated to Debtor on any Collateral or Proceeds and to instruct such persons
to deliver all Collateral and/or Proceeds directly to Bank, and (b) to sell, lease, license or
otherwise dispose of any or all Collateral All rights, powers, privileges and remedies of Bank
shall be cumulative. No delay, failure or discontinuance of Bank in exercising any right, power,
privilege or remedy hereunder shall affect or operate as a waiver of such right, power, privilege
or remedy; nor shall any single or partial exercise of any such right, power, privilege or remedy
preclude, waive or otherwise affect any other or further exercise thereof or the exercise of any
other right, power, privilege or remedy. Any waiver, permit, consent or approval of any kind by




 









 




Bank of any default hereunder, or any such waiver of any provisions or conditions hereof, must be
in writing and shall be effective only to the extent set forth in writing. It is agreed that public
or private sales or other dispositions, for cash or on credit, to a wholesaler or retailer or
investor, or user of property of the types subject to this Agreement, or public auctions, are all
commercially reasonable since differences in the prices generally realized in the different kinds
of dispositions are ordinarily offset by the differences in the costs and credit risks of such
dispositions.



While an Event of Default exists: (a) Debtor will not dispose of any Collateral or Proceeds except
on terms approved by Bank; (b) Bank may appropriate the Collateral and apply all Proceeds toward
repayment of the Indebtedness in such order of application as Bank may from time to time elect; (c)
Bank may take any action with respect to the Collateral contemplated by any control, custodial or
other similar agreement then in effect among Bank, Debtor and Intermediary; and (d) at Bank’s
request, Debtor will assemble and deliver all books and records pertaining to the Collateral or
Proceeds to Bank at a reasonably convenient place designated by Bank. For any Collateral or
Proceeds consisting of securities, Bank shall have no obligation to delay a disposition of any
portion thereof for the period of time necessary to permit the issuer thereof to register such
securities for public sale under any applicable state or Federal law, even if the issuer thereof
would agree to do so. Debtor further agrees that Bank shall have no obligation to process or
prepare any Collateral for sale or other disposition.



11. DISPOSITION OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing Collateral
hereunder, Bank may disclaim all warranties of title, possession, quiet enjoyment and the like. Any
proceeds of any disposition of any Collateral or Proceeds, or any part thereof, may be applied by
Bank to the payment of expenses incurred by Bank in connection with the foregoing, including
reasonable attorneys’ fees, and the balance of such proceeds may be applied by Bank toward the
payment of the Indebtedness in such order of application as Bank may from time to time elect. Upon
the transfer of all or any part of the Indebtedness, Bank may transfer all or any part of the
Collateral or Proceeds and shall be fully discharged thereafter from all liability and
responsibility with respect to any of the foregoing so transferred, and the transferee shall be
vested with all rights and powers of Bank hereunder with respect to any of the foregoing so
transferred; but with respect to any Collateral or Proceeds not so transferred Bank shall retain
all rights, powers, privileges and remedies herein given.



12. STATUTE OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all commitments
by Bank to extend credit to Debtor have been terminated, the power of sale or other disposition and
all other rights, powers, privileges and remedies granted to Bank hereunder shall continue to exist
and may be exercised by Bank at any time and from time to time irrespective of the fact that the
Indebtedness or any part thereof may have become barred by any statute of limitations, or that the
personal liability of Debtor may have ceased, unless such liability shall have ceased due to the
payment in full of all Indebtedness secured hereunder.



13. MISCELLANEOUS. When there is more than one Debtor named herein: (a) the word “Debtor” shall
mean all or any one or more of them as the context requires; (b) the obligations of each Debtor
hereunder are joint and several; and (c) until all Indebtedness shall have been paid in full, no
Debtor shall have any right of subrogation or contribution, and each Debtor hereby waives any
benefit of or right to participate in any of the Collateral or Proceeds or any other security now
or hereafter held by Bank. Debtor hereby waives any right to require Bank to (i) proceed against
Debtor or any other person, (ii) proceed against or exhaust any security from Debtor or any other
person, (iii) perform any obligation of Debtor with respect to any Collateral or Proceeds, and (d)
make any presentment or demand, or give any notice of nonpayment or nonperformance, protest, notice
of protest or notice of dishonor hereunder or in connection with any Collateral or Proceeds. Debtor
further waives any right to direct the application of payments or security for any Indebtedness of
Debtor or indebtedness of customers of Debtor.



14. NOTICES. All notices, requests and demands required under this Agreement must be in writing,
addressed to Bank at the address specified in any other loan documents entered into between Debtor
and Bank and to Debtor at the address of its chief executive office (or principal residence, if
applicable) specified below or to such other address as any party may designate by written notice
to each other party, and shall be deemed to have been given or made as follows: (a) if personally
delivered, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or 3 days
after deposit in the U. S. mail, first class and postage prepaid; and (c) if sent by telecopy, upon
receipt.



15. COSTS, EXPENSES AND ATTORNEYS’ FEES. Debtor shall pay to Bank immediately upon demand the full
amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees
(to include




 









 




outside counsel fees and all allocated costs of Bank’s in-house counsel), expended or incurred by
Bank in exercising any right, power, privilege or remedy conferred by this Agreement or in the
enforcement thereof, whether incurred at the trial or appellate level, in an arbitration proceeding
or otherwise, and including any of the foregoing incurred in connection with any bankruptcy
proceeding (including without limitations, any adversary proceeding, contested matter or motion
brought by Bank or any other person) relating to Debtor or in any way affecting any of the
Collateral or Bank’s ability to exercise any of its rights or remedies with respect thereto. All of
the foregoing shall be paid by Debtor with interest from the date of demand until paid in full at a
rate per annum equal to the greater of ten percent (10%) or Bank’s Prime Rate in effect from time
to time.



16. SUCCESSORS; ASSIGNS; AMENDMENT. This Agreement shall be binding upon and inure to the benefit
of the heirs, executors, administrators, legal representatives, successors and assigns of the
parties, and may be amended or modified only in writing signed by Bank and Debtor.



17. OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Agreement as Debtor hereby
expressly agrees that recourse may be had against his or her separate property for all his or her
Indebtedness to Bank secured by the Collateral and Proceeds under this Agreement.



18. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be held to be prohibited
by or invalid under applicable law, such provision stall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or any remaining
provisions of this Agreement.



19. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of
the State of California.



20. ADDENDUM. Additional terms and conditions relating to the Securities Account are set forth in
an Addendum attached hereto and incorporated herein by this reference.



Debtor warrants that its chief executive office (or principal residence, if applicable) is located
at the following address: 803 11th Street, Sunnyvale, CA 94089-4731



IN WITNESS WHEREOF, this Agreement has been duly executed as of July 25, 2005.




Interwoven, Inc.




	 	 	 	 	 
	By:

	 	/s/ John Calonico
	 	 
	

	 	 	 	 
	

	 	John Calonico, Senior Vice President	 	 







 









 








ADDENDUM TO SECURITY AGREEMENT: SECURITIES ACCOUNT




     THIS ADDENDUM is attached to and made a part of that certain Security Agreement: Securities
Account executed by INTERWOVEN, INC. (“Debtor”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION
(“Bank”), dated as of July 25, 2005 (the “Agreement”).



     The following provisions are hereby incorporated into the Agreement:



     1. Securities Account Activity. So long as no Event of Default exists, Debtor, or any
party authorized by Debtor to act with respect to the Securities Account, may (a) receive payments
of interest and/or cash dividends earned on financial assets maintained in the Securities Account,
and (b) trade financial assets maintained in the Securities Account. Without Bank’s prior written
consent, except as permitted by the preceding sentence, neither Debtor nor any party other than
Bank may withdraw or receive any distribution of any Collateral from the Securities Account, The
Collateral Value of the Securities Account shall at all times be equal to or greater than one
hundred percent (100%) of the Letter of Credit Line amount, including the amount of all issued and
outstanding letters of credit if any, secured hereby. In the event that the Collateral Value, for
any reason and at any time, is less than the required amount, Debtor shall promptly make a
principal reduction on the Indebtedness or deposit additional assets of a nature satisfactory to
Bank into the Securities Account, in either case in amounts or with values sufficient to achieve
the required Collateral Value.



     2. “Collateral Value” means the percentage set forth below of the lower of the face or
market value, or the lower of the face or redemption value, as appropriate, for each type of
investment property held in the Securities Account at the time of computation, with such value and
the classification of any particular investment property in all instances determined by Bank in its
sole discretion, and excluding from such computation (a) all WF Securities and Collective
Investment Funds, (b) any stock with a market value of $10.00 or less, and (c) all investment
property from an issuer if Bank determines such issuer to be ineligible.



	 	 	 
	Type of Investment Property	 	Percentage
	 
	 	 
	Cash
	 	100%
	 
	 	 
	Cash Equivalents
	 	95%
	 
	 	 
	U.S. Government Bills, Notes and U.S. Government Sponsored Agency Securities:
	 	 
	 
	 	 
	(a) with maturities less than or equal to 5 years
	 	90%
	 
	 	 
	Corporate and Municipal Bonds and Notes:
	 	 
	 
	 	 
	(a) rated AAA/Aaa, AA/Aa or SP-1 by a nationally recognized
rating agency with maturities less than or equal to 5 years
	 	85%
	 
	 	 
	Commercial Paper:
	 	 
	 
	 	 
	(a) rated A1 or P1 by a nationally recognized rating agency
	 	80%






     3. Exclusion from Collateral. Notwithstanding anything herein to the contrary, the
terms “Collateral” and “Proceeds” do not include, and Bank disclaims a security interest in all WF
Securities and Collective Investment Funds now or hereafter maintained in the Securities Account.



     4. “Collective Investment Funds” means collective investment funds as described in 12
CFR 9.18 and includes, without limitation, common trust funds maintained by Bank for the exclusive
use of its fiduciary clients.



 









 





     5. “WF Securities” means stock, securities or obligations of Wells Fargo & Company or
of any affiliate thereof (as the term affiliate is defined in Section 23A of the Federal Reserve
Act (12 USC 371(c), as amended from time to time).



     IN WITNESS WHEREOF, this Addendum has been executed as of the same date as the Agreement.



	 	 	 	 	 	 	 
	Interwoven, Inc.	 	WELLS FARGO BANK,
	 	 	 	 	 NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Calonico
	 	By:
	 	/s/ Manao Keegan
	

	 	 
	 	 	 	 
	

	 	John Calonico
	 	 	 	Manao Keegan
	

	 	Senior Vice President
	 	 	 	Vice President







 









 








	 	 	 
	

	 	SECURITIES ACCOUNT CONTROL AGREEMENT
	WELLS FARGO

	 	(Wells Fargo Affiliate Intermediary)
	 




THIS SECURITIES ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of July 25, 2005,
by and among Interwoven, Inc. (“Customer”), Wells Capital Management Incorporated (“Intermediary”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Secured Party”).




RECITALS



A. Customer maintains that certain account no. 10427400 , and may now or hereafter maintain
sub-accounts thereunder or consolidated therewith (collectively, the “Securities Account”) with
Intermediacy pursuant to an agreement between Intermediary and Customer dated as of June 1, 2004
(the “Account Agreement”), and Customer has granted to Secured Party a security interest in the
Securities Account and all financial assets and other property now or at any time hereafter held in
the Securities Account.



B. Secured Party, Customer and Intermediary have agreed to enter into this Agreement to perfect
Secured Party’s security interests in the Collateral, as defined below.



NOW, THEREFORE, in consideration of their mutual covenants and promises, the parties agree as
follows:



1. DEFINITIONS. As used herein:



1.1 the term “Collateral” shall mean: (a) the Securities Account; (b) all financial assets credited
to the Securities Account; (c) all security entitlements with respect to the financial assets
credited to the Securities Account; (d) any and all other investment property or assets maintained
or recorded in the Securities Account; and (e) all replacements or substitutions for, and proceeds
of the sale or other disposition of, any of the foregoing, including without limitation, cash
proceeds; and



1.2 the terms “investment property,” “entitlement order,” “financial asset” and “security
entitlement” shall have the respective meanings set forth in the California Uniform Commercial
Code. The parties hereby expressly agree that all property, including without limitation, cash,
certificates of deposit and mutual funds, at any time held in the Securities Account is to be
treated as a “financial asset.”



2. AGREEMENT FOR CONTROL. Intermediary is authorized by Customer and agrees to comply with all
entitlement orders originated by Secured Party with respect to the Securities Account, and all
other requests or instructions from Secured Party regarding disposition and/or delivery of the
Collateral, without further consent or direction from Customer or any other party



3. CUSTOMER’S RIGHTS WITH RESPECT TO THE COLLATERAL.



3.1 Until Intermediary is notified otherwise by Secured Party: (a) Customer, or any party
authorized by Customer to act with respect to the Securities Account, may give trading instructions
to Intermediary with respect to Collateral in the Securities Account; and (b) Intermediary may
distribute to Customer or any other party in accordance with Customer’s directions only that
portion of the Collateral which consists of interest and/or cash dividends earned on financial
assets maintained in the Securities Account.



3.2 Without Secured Party’s prior written consent, except to the extent permitted by the preceding
paragraph: (a) neither Customer nor any party other than Secured Party may withdraw any Collateral
from the Securities Account; and (b) intermediary will not comply with any entitlement order or
request to withdraw any Collateral from the Securities Account given by any party other than
Secured Party.



3.3 Upon receipt of either written or oral notice from Secured Party: (a) intermediary shall
promptly cease complying with entitlement orders and other instructions concerning the Collateral,
including the Securities Account, from all parties other than Secured Party; and (b) Intermediary
shall not make any further distributions of any Collateral to any party other than Secured Party,
nor permit any further voluntary changes in the financial assets.




 









 




4. INTERMEDIARY’S REPRESENTATIONS AND WARRANTIES. Intermediary represents and warrants to Secured
Party that:



4.1 The Securities Account is maintained with Intermediary solely in Customer’s name.



4.2 Intermediary has no knowledge of any claim to, security interest in or lien upon any of the
Collateral, except: (a) the security interests in favor of Secured Party; and (b) Intermediary’s
liens securing fees and charges, or payment for open trade commitments, as described in the last
paragraph of this Section.



4.3 Any claim to, security interest in or lien upon any of the Collateral which Intermediary now
has or at any time hereafter acquires shall be junior and subordinate to the security interests of
Secured Party in the Collateral, except for Intermediary’s liens securing: (a) fees and charges
owed by Customer with respect to the operation of the Securities Account; and (b) payment owed to
Intermediary for open trade commitments for purchases in and for the Securities Account.



5. AGREEMENTS OF INTERMEDIARY AND CUSTOMER. Intermediary and Customer agree that:



5.1 Intermediary shall flag its books, records and systems to reflect Secured Party’s security
interests in the Collateral, and shall provide notice thereof to any party making inquiry as to
Customer’s accounts with Intermediary to whom or which Intermediary is legally required or
permitted to provide information.



5.2 Intermediary shall send copies of all statements relating to the Securities Account
simultaneously to Customer and Secured Party,



5.3 Intermediary shall promptly notify Secured Party if any other party asserts any claim to,
security interest in or lien upon any of the Collateral, and intermediary shall not enter into any
control, custodial or other similar agreement with any other party that would create or acknowledge
the existence of any such other claim, security interest or lien.



5.4 Without Secured Party’s prior written consent, Intermediary and Customer shall not amend or
modify the Account Agreement, other than: (a) amendments to reflect ordinary and reasonable changes
in intermediary’s fees and charges for handling the Securities Account; and (b) operational changes
initiated by Intermediary as long as they do not alter any of Secured Party’s rights hereunder.



5.5 Neither Intermediary nor Customer shall terminate the Account Agreement without giving 30 days’
prior written notice to Secured Party.



6. MISCELLANEOUS.



6.1 This Agreement shall not create any obligation or duty of Intermediary except as expressly set
forth herein.



6.2 As to the matters specifically the subject of this Agreement, in the event of any conflict
between this Agreement and the Account Agreement or any other agreement between Intermediary and
Customer, the terms of this Agreement shall control.



6.3 All notices, requests and demands which any party is required or may desire to give to any
other party under any provision of this Agreement must be in writing (unless otherwise specifically
provided) and delivered to each party at the address or facsimile number set forth below its
signature, or to such other address or facsimile number as any party may designate by written
notice to all other parties. Each such notice, request and demand shall be deemed given or made as
follows: (a) if sent by hand delivery, upon delivery; (b) if sent by facsimile, upon receipt; and
(c) if sent by mail, upon the earlier of the date of receipt or 3 days after deposit in the U.S.
mail, first class and postage prepaid.



6.4 This Agreement shall be binding upon and inure to the benefit of the heirs, executors,
administrators, legal representatives, successors and assigns of the parties; provided however,
that Intermediary may not assign its




 









 




obligations hereunder without Secured Party’s prior written consent. This Agreement may be amended
or modified only in writing signed by all parties hereto.



6.5 This Agreement shall terminate upon: (a) Intermediary’s receipt of written notice from Secured
Party expressly stating that Secured Party no longer claims any security interest in the
Collateral; or (b) termination of the Account Agreement pursuant to the terms hereof, and
Intermediary’s delivery of all Collateral to Secured Party or its designee in accordance with
Secured Party’s written instructions.



6.6 This Agreement shall be governed by and construed in accordance with the laws of the State of
California.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.




	 	 	 	 	 	 	 
	Wells Capital Management Incorporated	 	WELLS FARGO BANK
	 	 	 	 	NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	/s/ Manao Keegan
	

	 	 
	 	 	 	 
	

	 	 	 	 	 	Manao Keegan, Relationship Manger
	Title:
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	 	 	Address:
	 	400 Hamilton Avenue
	

	 	 	 	 	 	 
	

	 	San Francisco, CA 94105
	 	 	 	Palo Alto, CA 94301
	 
	 	 	 	 	 	 
	FAX No.:

	 	(_____)_______________-_______________
	 	FAX No.:
	 	(650) 328-0814
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Interwoven, Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ John Calonico	 	 	 	 
	

	 	 	 	 	 	 
	

	 	John Calonico, Senior Vice President	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	803 11th Street	 	 	 	 
	

	 	Sunnyvale, CA 94089-4731	 	 	 	 
	 
	 	 	 	 	 	 
	FAX No.:

	 	(408) 616- 0083