Exhibit 10.6
[LETTERHEAD OF SILICON VALLEY BANK INTERNATIONAL DIVISION]
ADVICE OF AMENDMENT / NO. 1
LETTER OF CREDIT NO. SVB99IS1510
This number must be mentioned on all drafts & correspondence
DATE: July 9, 1999
AMOUNT: USD 1,400,000.00
EXPIRY DATE: July 8, 2000
LOCATION: AT OUR COUNTER IN SANTA CLARA
BENEFICIARY: CHESTNUT BAY LLC
C/O THE NICHOLSON COMPANY
75 CRISTICH LANE
CAMPBELL, CA 95008
APPLICANT: KANA COMMUNICATIONS, INC.
87 ENCINA AVENUE
PALO ALTO, CA 94301
DEAR SIR/MADAM:
WE HAVE BEEN REQUESTED TO AMEND THE ABOVE REFERENCED LETTER OF CREDIT AS
FOLLOWS:
- THE APPLICANT IS RESPONSIBLE FOR ANY COST IN TRANSFERRING THE LETTER OF
CREDIT TO A NEW BENEFICIARY.
ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.
THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 500.
/s/ George Disho /s/ John DosSantos
---------------- ------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
[LETTERHEAD OF SILICON VALLEY BANK INTERNATIONAL DIVISION]
IRREVOCABLE STANDBY LETTER OF CREDIT NO.SVB99IS1510
DATE: July 8, 1999
BENEFICIARY: CHESTNUT BAY LLC
C/O THE NICHOLSON COMPANY
75 CRISTICH LANE
CAMPBELL, CA 95008
APPLICANT: KANA COMMUNICATIONS, INC.
87 ENCINA AVENUE
PALO ALTO, CA 94301
AMOUNT: USD 1,400,000.00
(ONE MILLION FOUR HUNDRED THOUSAND AND 00/100 USDLRS)
EXPIRY DATE: July 8, 2000
LOCATION: AT OUR COUNTER IN SANTA CLARA
DEAR SIR/MAM:
WE HERE BY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.SVB99IS1510 IN
YOUR FAVOR. AVAILABLE BY PAYMENT WITH SILICON VALLEY BANK, 3003 TASMAN DRIVE,
SANTA CLARA, CA 95054, ATTN: INT'L DEPT. OF BENEFICIARY'S DRAFT AT SIGHT DRAWN
ON US, AND ACCOMAPNIED BY THE FOLLOWING DOCUMENTS.
1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS IF ANY.
2. A SIGNED AND DATED CERTIFICATION FROM THE BENEFICIARY STATING EITHER OF
THE FOLLOWING:
(a). "AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED BY KANA
COMMUNICATIONS, INC., AS TENANT UNDER THAT CERTAIN LEASE AGREEMENTS
DATED JUNE 18, 1999 BETWEEN TENANT AND CHESTNUT BAY LLC, AS
BENEFICIARY AS LANDLORD FOR SPACE LOCATED IN THE PROPERTY COMMONLY
KNOWN AS THE WOODSIDE TECHNOLOGY CENTER. FURTHERMORE THIS IS TO
CERTIFY THAT; (I) LANDLORD HAS GIVEN WRITTEN NOTICE TO TENANT TO CURE
THE DEFAULT AND SUCH DEFAULT HAS NOT BEEN CURED UP TO THIS DATE OF
DRAWING UNDER THIS LETTER OF CREDIT AND ALL APPLICABLE CURE PERIOD
(IF ANY) HAS EXPIRED; AND (II) THE TERMS AND CONDITIONS OF THE LEASE
AUTHORIZE TO NOW DRAW DOWN ON THE LETTER OF CREDIT."
-OR-
(b). "WITHIN THIRTY (30) DAYS PRIOR TO EXPIRY DATE OF THIS LETTER OF CREDIT
BENEFICIARY HAS NOT RECEIVED AN EXTENSION AT LEAST FOR ONE YEAR TO
THE EXISTING LETTER OF CREDIT OR A REPLACEMENT LETTER OF CREDIT
SATISFACTORY TO THE BENEFICIARY."
- PAGE 1 of 2 -
[LETTERHEAD OF SILICON VALLEY BANK INTERNATIONAL DIVISION]
IRREVOCABLE STANDBY LETTER OF CREDIT NO.SVB99IS1510
DATE: July 8, 1999
ADDITIONAL CONDITION:
1- PARTIAL DRAWINGS ARE PERMITTED.
2- THIS LETTER OF CREDIT IS TRANSFERABLE AND MAY ONLY BE TRANSFERRED IN ITS
ENTIRETY BY THE ISSUING BANK ONLY UPON OUR RECEIPT OF THE ATTACHED EXHIBIT
"A" (TRANSFER NOW) DULY COMPLETED AND EXECUTED BY THE BENEFICIARY AND
ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS IF ANY
TOGETHER WITH OUR TRANSFER FEES (I.E. 1/10 OF 1 PER CENT MINUMUM USD
250.00).
ALL DOCUMENTS INCLUDING DRAFT(S) MUST INDICATE THE NUMBER AND DATE OF THIS
CREDIT.
EACH DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THIS ORIGINAL LETTER OF
CREDIT FOR OUT ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT(S).
DOCUMENTS MUST BE SENT TO US VIA OVERNIGHT COURIER (I.E. FEDERAL EXPRESS, UPS,
DHL OR ANY OTHER EXPRESS COURIER) AT OUR ADDRESS: SILICON VALLEY BANK, 3003
TASMAN DRIVE, SANTA CLARA, CA 95054
ATTN: INTERNATIONAL DIVISION
WE HEREBY ENGAGE WITH DRAWERS AND/OR BONAFIDE HOLDERS THAT DRAFT(S) DRAWN UNDER
AND NEGOTIATED IN CONFORMANCE WITH THE TERMS AND CONDITIONS OF THE SUBJECT
CREDIT WILL BE DULY HONORED ON PRESENTATION.
THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY
CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION 500.
/s/ George Disho /s/ John DosSantos
---------------- ------------------
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
- PAGE 2 OF 2 -
[LETTERHEAD OF SILICON VALLEY BANK INTERNATIONAL DIVISION]
EXHIBIT "A"
DATE:
TO: SILICON VALLEY BANK
3003 TASMAN DRIVE RE: STANDBY LETTER OF CREDIT
SANTA CLARA. CA 95054 NO. ISSUED BY
ATTN: INTERNATIONAL DIVISION. SILICON VALLEY BANK, SANTA CLARA
STANDBY LETTERS OF CREDIT L/C AMOUNT.
GENTLEMEN:
FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:
(NAME OF TRANSFEREE)
(ADDRESS)
ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF
CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS
TRANSFER.
BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF
CREDIT ARE TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS
AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS,
WHETHER INCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR
HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO THE TRANSFEREE
WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.
THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO
ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECT TO THE
TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
SINCERELY,
________________________
(BENEFICIARY'S NAME)
________________________
SIGNATURE OF BENEFICIARY
SIGNATURE AUTHENTICATED
________________________
(NAME OF BANK.)
________________________
AUTHORIZED SIGNATURE