Exhibit 10.18


 


FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT


 


This First
Amendment to Loan and Security Agreement is entered into as of April 26, 2006
(this “Amendment”), by and between COMERICA BANK (“Bank”) and BLADELOGIC, INC.,
a Delaware corporation (“Borrower”).


 


RECITALS


 


Borrower
and Bank are parties to that certain Loan and Security Agreement dated as of July
22, 2004, as amended (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.             Section 1.1 of the Agreement
is hereby amended by revising the following defined terms to read as follows:


 


“Revolving Line” means,
as applicable, one or more credit extensions in an aggregate principal amount
of up to: (i) Five Million Dollars ($5,000,000), or (ii) Seven Million Five
Hundred Thousand Dollars ($7,500,000) from the first day of any fiscal quarter to
the last day of such quarter if Borrower’s revenues, determined in accordance
with GAAP, for the immediately preceding fiscal quarter are equal to or in
excess of Seven Million Dollars ($7,000,000).


 


“Revolving Maturity Date”
means June 30, 2007.


 


2.             A new Section 2.5(c)
is hereby added to the Agreement to read as follows:


 


(c)           Commitment Fee. Borrower
shall pay to Bank a commitment fee (the “Commitment Fee”) equal to 0.275% per
annum of the average unused portion of the Revolving Line. Such fee shall be
payable (i) quarterly on the first Business Day of each fiscal quarter for the
Commitment Fee owing for immediately preceding fiscal quarter, or (ii) in the
case of the quarter in which the Revolving Maturity Date falls, on the
Revolving Maturity Date. Notwithstanding the foregoing, Borrower’s maximum
liability for each quarterly installment of the Commitment Fee shall be limited
to $1,720.


 


3.             Section 6.3 of the
Agreement is hereby amended in its entirety to read as follows:


 


6.3           Financial
Statements, Reports, Certificates.


 


(a)           Borrower
shall deliver the following to Bank, in each case at both the San Jose and the
Boston addresses referenced in Section 10: 
(i) within thirty (30) days after the end of each quarter (or, if there
are any outstanding Credit Extensions under this Agreement, within thirty (30)
days after the end of each month) a company prepared consolidated balance sheet
and income statement covering Borrower’s consolidated operations during such
period, prepared in accordance with GAAP, consistently applied, in a form
acceptable to Bank and certified by a Responsible Officer and a Compliance
Certificate signed by a Responsible Officer in substantially the form of Exhibit
D hereto; (ii)  as soon as available, but in any event within one
hundred fifty (150) days after the end of Borrower’s fiscal year, audited
consolidated financial statements of Borrower prepared in accordance with GAAP,
consistently applied, together with an unqualified opinion on such financial
statements of an independent certified public accounting firm reasonably
acceptable to Bank (provided that such financial statements for the fiscal year
ended December 31, 2004 shall be delivered on or before May 31, 2006);
(iii) to the extent Borrower is a public company, copies of all
statements, reports and notices sent or made available generally by Borrower to
its security holders or to any holders of Subordinated Debt and, if applicable,
all reports on


 


1

















 


Forms 10-K
and 10-Q filed with the Securities and Exchange Commission; (iv) promptly
upon receipt of notice thereof, a report of any legal actions pending or
threatened against Borrower or any Subsidiary that could result in damages or
costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000)
or more; (v) on or before the earlier of (A) the date such projections are approved
by Borrower’s Board of Directors and (B) March 1 of each fiscal year, financial
projections for Borrower for the forthcoming fiscal year, as approved by
Borrower’s Board of Directors; and (vi) such budgets, sales projections,
operating plans or other financial information as Bank may reasonably request
from time to time.


 


(b)           If,
during any month, there are any outstanding Credit Extensions under this
Agreement, Borrower shall deliver to Bank at both the San Jose and the Boston
addresses referenced in Section 10, within 30 days after the end of each month,
a Borrowing Base Certificate signed by a Responsible Officer in substantially
the form of Exhibit C hereto, together with aged listings of
accounts receivable and accounts payable. Regardless of whether there are any
outstanding Credit Extensions, Borrower shall deliver to Bank at both the San
Jose and the Boston addresses referenced in Section 10, within thirty (30) days
after the end of each calendar quarter aged listings of accounts receivable and
accounts payable.


 


(c)           Bank
shall have a right from time to time hereafter to audit Borrower’s Accounts and
appraise Collateral, provided that (i) such audits will be conducted no more
often than every six (6) months unless an Event of Default has occurred and is
continuing and (ii) such audits will be conducted at Borrower’s expense only
after Borrower has requested the first Credit Extension (or indicated to Bank
that it intends to request such Credit Extension).


 


4.             Section 10 of the
Loan Agreement is hereby amended by replacing the addresses for notice to Borrower
and Bank with the following; provided that, as to Borrower, the new address
shall be effective as of April 29, 2006:


 


 




	
  If
  to Borrower:

  	
   

  	
  BLADELOGIC,
  INC.

  
	
   

  	
   

  	
  10
  Maguire Road; Bldg. 3

  
	
   

  	
   

  	
  Lexington
  MA 02421-3135

  
	
   

  	
   

  	
  Attn:
  Chief Financial Officer

  
	
   

  	
   

  	
  Fax:
  (781) 207-0269

  
	
   

  	
   

  	
   

  
	
  If
  to Bank:

  	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  	
  75
  East Trimble Road

  
	
   

  	
   

  	
  Mail
  Code 4770

  
	
   

  	
   

  	
  San
  Jose, California 95131

  
	
   

  	
   

  	
  Fax:
  (408) 556-5091

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  	
  100
  Federal Street, 28th Floor

  
	
   

  	
   

  	
  Boston,
  MA 02110

  
	
   

  	
   

  	
  Attn:
  Bill Sweeney & James Demoy

  
	
   

  	
   

  	
  FAX:
  (617) 757-6351

  






 


 


5.             Section 11 of the
Agreement is hereby amended in its entirety and replaced with the following:


 


11.           CHOICE OF LAW AND
VENUE; JURY TRIAL WAIVER. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of California,
without regard to principles of conflicts of law. Each of Borrower and Bank
hereby submits to the exclusive jurisdiction of the state and Federal courts
located in the County of Santa Clara, State of California. EACH OF BORROWER AND
BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT
THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY
LAW, EACH OF BORROWER AND BANK, AFTER


 


2

















 


CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE,
KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES
ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED
TO THIS AGREEMENT  OR ANY OTHER DOCUMENT, INSTRUMENT
OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.


 


6.             Section 13 of the
Agreement is hereby amended in its entirety and replaced with the following:


 


13.           JUDICIAL REFERENCE
PROVISION. In the event the Jury Trial Waiver set forth in Section 11 of
this Agreement is not enforceable, the parties elect to proceed under this
Judicial Reference Provision.


 


13.1         With the exception of the
items specified in Section 13.2 below, any controversy, dispute or claim (each,
a “Claim”) between the parties arising out of or relating to this Agreement or
any other document, instrument or agreement between the undersigned parties
(collectively in this Section, the “Comerica Documents”), will be resolved by a
reference proceeding in California in accordance with the provisions of
Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or
their successor sections, which shall constitute the exclusive remedy for the
resolution of any Claim, including whether the Claim is subject to the
reference proceeding. Except as otherwise provided in the Comerica Documents,
venue for the reference proceeding will be in the state or federal court in the
county or district where the real property involved in the action, if any, is
located or in the state or federal court in the county or district where venue
is otherwise appropriate under applicable law (the “Court”).


 


13.2         The matters that shall
not be subject to a reference proceeding are the following: (i) nonjudicial
foreclosure of any security interests in real or personal property, (ii)
exercise of self-help remedies (including, without limitation, set-off), (iii)
appointment of a receiver and (iv) temporary, provisional or ancillary remedies
(including, without limitation, writs of attachment, writs of possession,
temporary restraining orders or preliminary injunctions). This reference
provision does not limit the right of any party to exercise or oppose any of the
rights and remedies described in clauses (i) and (ii) or to seek or oppose from
a court of competent jurisdiction any of the items described in clauses (iii)
and (iv). The exercise of, or opposition to, any of those items does not waive
the right of any party to a reference proceeding pursuant to this reference
provision as provided herein.


 


13.3         The referee shall be a
retired judge or justice selected by mutual written agreement of the parties.
If the parties do not agree within ten (10) days of a written request to do so
by any party, then, upon request of any party, the referee shall be selected by
the Presiding Judge of the Court (or his or her representative). A request for
appointment of a referee may be heard on an ex parte or expedited basis, and the
parties agree that irreparable harm would result if ex parte relief is not
granted. Pursuant to CCP § 170.6, each party shall have one peremptory
challenge to the referee selected by the Presiding Judge of the Court (or his
or her representative).


 


13.4         The parties agree that
time is of the essence in conducting the reference proceedings. Accordingly,
the referee shall be requested, subject to change in the time periods specified
herein for good cause shown, to (i) set the matter for a status and trial-setting
conference within fifteen (15) days after the date of selection of the referee,
(ii) if practicable, try all issues of law or fact within one hundred twenty
(120) days after the date of the conference and (iii) report a statement of
decision within twenty (20) days after the matter has been submitted for
decision.


 


13.5         The referee will have
power to expand or limit the amount and duration of discovery. The referee may
set or extend discovery deadlines or cutoffs for good cause, including a party’s
failure to provide requested discovery for any reason whatsoever. Unless


 


3

















 


otherwise ordered
based upon good cause shown, no party shall be entitled to “priority” in
conducting discovery, depositions may be taken by either party upon seven (7)
days written notice, and all other discovery shall be responded to within
fifteen (15) days after service. All disputes relating to discovery which
cannot be resolved by the parties shall be submitted to the referee whose
decision shall be final and binding.


 


13.6         Except as expressly set
forth herein, the referee shall determine the manner in which the reference
proceeding is conducted including the time and place of hearings, the order of
presentation of evidence, and all other questions that arise with respect to
the course of the reference proceeding. All proceedings and hearings conducted
before the referee, except for trial, shall be conducted without a court
reporter, except that when any party so requests, a court reporter will be used
at any hearing conducted before the referee, and the referee will be provided a
courtesy copy of the transcript. The party making such a request shall have the
obligation to arrange for and pay the court reporter. Subject to the referee’s
power to award costs to the prevailing party, the parties will equally share
the cost of the referee and the court reporter at trial.


 


13.7         The referee shall be
required to determine all issues in accordance with existing case law and the
statutory laws of the State of California. The rules of evidence applicable to
proceedings at law in the State of California will be applicable to the
reference proceeding. The referee shall be empowered to enter equitable as well
as legal relief, enter equitable orders that will be binding on the parties and
rule on any motion which would be authorized in a court proceeding, including
without limitation motions for summary judgment or summary adjudication. The
referee shall issue a decision at the close of the reference proceeding which
disposes of all claims of the parties that are the subject of the reference. Pursuant
to CCP § 644, such decision shall be entered by the Court as a judgment or an
order in the same manner as if the action had been tried by the Court and any
such decision will be final, binding and conclusive. The parties reserve the
right to appeal from the final judgment or order or from any appealable
decision or order entered by the referee. The parties reserve the right to
findings of fact, conclusions of laws, a written statement of decision, and the
right to move for a new trial or a different judgment, which new trial, if
granted, is also to be a reference proceeding under this provision.


 


13.8         If the enabling
legislation which provides for appointment of a referee is repealed (and no
successor statute is enacted), any dispute between the parties that would
otherwise be determined by reference procedure will be resolved and determined
by arbitration. The arbitration will be conducted by a retired judge or
justice, in accordance with the California Arbitration Act §1280 through
§1294.2 of the CCP as amended from time to time. The limitations with respect
to discovery set forth above shall apply to any such arbitration proceeding.


 


13.9         THE PARTIES RECOGNIZE AND
AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE
PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN
CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL
PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY,
DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO,
THIS AGREEMENT OR THE OTHER COMERICA DOCUMENTS.


 


7.             Exhibit C to
the Agreement is hereby amended and replaced in its entirety by Exhibit C
attached hereto.


 


8.             Exhibit D to
the Agreement is hereby amended and replaced in its entirety by Exhibit D
attached hereto.


 


4

















 


9.             The Schedule is
amended by replacing the information set forth on the Schedules relating to
Sections 5.7, 5.16 and 7.10 with the information on the Schedule of
Supplemental Exceptions attached to this Amendment and the definition of
Schedule as set forth in the Agreement is amended to include the Schedule of
Supplemental Exceptions.


 


10.           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. Borrower ratifies and
reaffirms the continuing effectiveness of all promissory notes, guaranties,
security agreements, mortgages, deeds of trust, environmental agreements, and
all other instruments, documents and agreements entered into in connection with
the Agreement.


 


11.           Borrower represents and
warrants that the representations and warranties contained in the Agreement are
true and correct in all material respects as of the date of this Amendment
(except for those representations and warranties expressly referring to another
date, which representations and warranties shall be true and correct in all
material respects as of such date), and that no Event of Default has occurred
and is continuing.


 


12.           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.


 


13.           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)           a
nonrefundable amendment fee equal to $7,500 plus all Bank Expenses incurred
through the date of this Amendment; and


 


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


 


[Signature page follows]


 


5

















 


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


 


 


	
   

  	
   

  	
  BLADELOGIC,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Melissa Cruz

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SVP & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMERICA
  BANK 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ William 
  Sweeney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


6

















 


EXHIBIT C


 


BORROWING BASE
CERTIFICATE


 


 


	
  Borrower:
  BLADELOGIC, INC.

  Commitment Amount: $5,000,000*

  	
  Lender:
  Comerica Bank

  



 


	
  ACCOUNTS
  RECEIVABLE

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Accounts
  Receivable Book Value as of                       

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  2.

  	
  Additions
  (please explain on reverse)

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  3.

  	
  TOTAL
  ACCOUNTS RECEIVABLE

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACCOUNTS
  RECEIVABLE DEDUCTIONS (without duplication)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  Amounts
  over 90 days due

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  Balance
  of 25% over 90 day accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Concentration
  Limits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  Ineligible
  Foreign Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  Governmental
  Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
  Contra
  Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  10.

  	
  Demo
  Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  11.

  	
  Intercompany/Employee
  Accounts

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  12.

  	
  Other
  (please explain on reverse)

  	
   

  	
  $

  	
   

  	
   

  	
   

  
	
   

  	
  13.

  	
  TOTAL
  ACCOUNTS RECEIVABLE DEDUCTIONS

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  14.

  	
  Eligible
  Accounts (#3 minus #13)

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  15.

  	
  LOAN
  VALUE OF ACCOUNTS (80% of #14 plus $500,000)

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BALANCES

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.

  	
  Maximum
  Loan Amount

  	
   

  	
   

  	
   

  	
  $

  	
  5,000,000*

  
	
   

  	
  17.

  	
  Total
  Funds Available [Lesser of #16 or #15]

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  18.

  	
  Present
  balance owing on Line of Credit

  	
   

  	
   

  	
   

  	
  $

  	
   

  
	
   

  	
  19.

  	
  RESERVE
  POSITION (#17 minus #18)

  	
   

  	
   

  	
   

  	
  $

  	
   

  



 






*$7,500,000
during the fiscal quarter immediately following any quarter in which Borrower’s
revenues are equal to or exceed $7,000,000


 


The undersigned represents and warrants that the
foregoing is true, complete and correct, and that the information reflected in
this Borrowing Base Certificate complies with the representations and
warranties set forth in the Loan and Security Agreement between the undersigned
and Comerica Bank.


 


 


	
  BLADELOGIC,
  INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signer

  	
   

  



 


7

















 


EXHIBIT D


 


COMPLIANCE CERTIFICATE


 


TO:                         COMERICA
BANK


 


FROM:                   BLADELOGIC,
INC.


 


The
undersigned authorized officer of BLADELOGIC, INC. hereby certifies that in
accordance with the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (as amended from time to time, the “Agreement”),
(i) Borrower is in material compliance for the period ending                                 with
all required covenants except as noted below and (ii) all representations
and warranties of Borrower stated in the Agreement are true and correct in all
material respects as of the date hereof. Attached herewith are the required
documents supporting the above certification. The Officer further certifies
that these are prepared in accordance with Generally Accepted Accounting
Principles (GAAP) and are consistently applied from one period to the next
except as explained in an accompanying letter or footnotes.


 


Please indicate compliance status
by circling Yes/No under “Complies” column.


 


 




	
  Reporting Covenant

  	
   

  	
  Required

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  statements

  	
   

  	
  Quarterly
  within 30 days (Monthly within 30 days if outstanding Credit Extensions)

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Annual
  (CPA Audited)

  	
   

  	
  FYE
  within 150 days

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  10K
  and 10Q

  	
   

  	
  (as
  applicable)

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  A/R
  & A/P Agings, Borrowing Base Cert.

  	
   

  	
  Monthly*/
  Quarterly**

  	
   

  	
  Yes

  	
   

  	
  No

  
	
  Borrower’s
  financial projections for each fiscal year (Approved by Borrower’s Board of
  Directors)

  	
   

  	
  Earlier
  of (i) the date approved by the Board and (ii) March 1 of each fiscal year

  	
   

  	
  Yes

  	
   

  	
  No

  






 




	
  *  Only required if outstanding Credit
  Extensions.

  	
   

  	
  **
  In all cases, A/R & A/P Agings due quarterly.

  






 




	
  Audit Reporting

  	
   

  	
  Scheduled

  	
   

  	
  Performed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A/R
  Audit

  	
   

  	
  Initial
  and Semi-Annual

  	
   

  	
  Yes

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial Covenant

  	
   

  	
  Required

  	
   

  	
  Actual

  	
   

  	
  Complies

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									






 


	
  Comments Regarding Exceptions:
  See Attached.

  	
   

  	
  BANK USE ONLY

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Received
  by:

  	
   

  
	
  Sincerely,

  	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Verified:

  	
   

  
	
  SIGNATURE

  	
   

  	
   

  	
  AUTHORIZED
  SIGNER

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  TITLE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Compliance
  Status

  	
  Yes

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


8

















 


SCHEDULE
OF SUPPLEMENTAL EXCEPTIONS


 


Prior Names/Inventory and
Equipment Locations
(Section 5.7  and Section 7.10)


 


•      Prior Names:


 


•                                          NetBlades, Inc.


•                                          Lights Out, Inc.


 


•      Inventory and Equipment Locations


 


•                                          10 Maguire Road; Bldg. 3

Lexington MA  02421-3135

(from and after 04/29/2006)


 


•                                          400 Fifth Avenue, 2nd Floor

Waltham, MA  02451

(until 04/29/2006)


 


•                                          95 Mt. Bethel Rd. 

Warren, NJ  07059


 


•                                          1943 Isaac Newton Square  Suite 150

Reston, Virginia  20190


 


•                                          TD Canada Trust Tower

BCE Place

161 Bay Street, 27th Floor

Toronto, Ontario M5J 2S1


 


•                                          8, The Square

Stockley Park

Uxbridge, Middlesex

United Kingdom  UB11 1FW


 


•                                          24 Rue Jacques Ibert 

92300 Levallois Perret


France


 


•                                          Poststraße 33

D-20354 Hamburg

Germany


 

















 


Bank Accounts/Securities Accounts (Section 5.16)


 


•      Silicon Valley Bank – Account Number
3300320060


 


•      Silicon Valley Bank – Account Number
886-00249


 


•      Merrill Lynch & Co. – Account Number
786-07G34


 


•      Anglo Irish Bank - Account Number 00842920


 

















 


CORPORATE RESOLUTIONS


 


	
  Borrower:

  	
  BLADELOGIC,
  INC., a Delaware corporation

  



 


I, the
undersigned Secretary or Assistant Secretary of BLADELOGIC, INC. (the “Corporation”),
HEREBY CERTIFY that the Corporation is organized and existing under and by
virtue of the laws of the State of Delaware.


 


I
FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete
copies of the Certificate of Incorporation, as amended, and the Restated Bylaws
of the Corporation, each of which is in full force and effect on the date
hereof.


 


I
FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly
called and held, at which a quorum was present and voting (or by other duly
authorized corporate action in lieu of a meeting), the following resolutions
(the “Resolutions”) were adopted.


 


BE IT
RESOLVED, that any one (1) of the following named officers, employees, or
agents of this Corporation, whose actual signatures are shown below:


 


	
  NAMES

  	
   

  	
  POSITION

  	
   

  	
  ACTUAL SIGNATURES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


acting for and on behalf of this Corporation and as
its act and deed be, and they hereby are, authorized and empowered:


 


Borrow
Money. To borrow from time to time from Comerica Bank (“Bank”),
on such terms as may be agreed upon between the officers, employees, or agents
of the Corporation and Bank, such sum or sums of money as in their judgment
should be borrowed, without limitation.


 


Execute
Amendment. To execute and deliver to Bank that certain First
Amendment to Loan and Security Agreement dated as of April 26, 2006 (the “Amendment”)
and any other agreement entered into between Corporation and Bank in connection
therewith or in connection with the Loan and Security Agreement, dated as of July
22, 2004 (the “Loan Agreement”), including any amendments, all as amended or
extended from time to time (collectively, with the Amendment and the Loan
Agreement, the “Loan Documents”), and also to execute and deliver to Bank one
or more renewals, extensions, modifications, refinancings, consolidations, or
substitutions for the Loan Documents, or any portion thereof.


 


Grant
Security. To grant a security interest to Bank in the
Collateral described in the Loan Documents, which security interest shall
secure all of the Corporation’s Obligations, as described in the Loan
Documents. 


 


Negotiate
Items. To draw, endorse, and discount with Bank all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness payable
to or belonging to the Corporation or in which the Corporation may have an
interest, and either to receive cash for the same or to cause such proceeds to
be credited to the account of the Corporation with Bank, or to cause such other
disposition of the proceeds derived therefrom as they may deem advisable.


 


9

















 


Further
Acts. In the case of lines of credit, to designate additional
or alternate individuals as being authorized to request advances thereunder,
and in all cases, to do and perform such other acts and things, to pay any and
all fees and costs, and to execute and deliver such other documents and
agreements as they may in their discretion deem reasonably necessary or proper
in order to carry into effect the provisions of these Resolutions.


 


BE IT
FURTHER RESOLVED, that any and all acts authorized pursuant to these
resolutions and performed prior to the passage of these resolutions are hereby
ratified and approved, that these Resolutions shall remain in full force and
effect and Bank may rely on these Resolutions until written notice of their
revocation shall have been delivered to and received by Bank. Any such notice
shall not affect any of the Corporation’s agreements or commitments in effect
at the time notice is given.


 


I
FURTHER CERTIFY that the officers, employees, and agents named above are duly
elected, appointed, or employed by or for the Corporation, as the case may be,
and occupy the positions set forth opposite their respective names; that the
foregoing Resolutions now stand of record on the books of the Corporation; and
that the Resolutions are in full force and effect and have not been modified or
revoked in any manner whatsoever.


 


IN
WITNESS WHEREOF, I have hereunto set my hand on April 26, 2006 and attest that
the signatures set opposite the names listed above are their genuine
signatures.


 


	
   

  	
  CERTIFIED
  AND ATTESTED BY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X