Exhibit 10.31
SIXTH AMENDMENT
TO
SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 28 day of June, 2010 (the “Amendment Date”), by and betweenSILICON VALLEY BANK (“Bank”) andQUICKLOGIC CORPORATION, a Delaware corporation (“Borrower”), whose address is 1277 Orleans Drive, Sunnyvale, California 94089-1138.
RECITALS
A. Borrower and Bank have previously entered into that certain Second Amended and Restated Loan and Security Agreement dated as of June 30, 2006 (as amended, modified, supplemented or restated, from time to time, the “Loan Agreement”).
B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.
C. Borrower has requested that Bank amend the Loan Agreement and Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement.
2.1 Section 2.3 (Interest Rate; Payments).Section 2.3(c) of the Loan Agreement is hereby amended in its entirety and replaced with the following:
(c)Interest Rates. Each Advance shall bear interest on the outstanding principal amount thereof from the date when made, continued or converted until paid in full at a rateper annum equal to (i) with respect to Prime Rate Advances, the Prime Rate plus the Prime Rate Margin, or (ii) with respect to LIBOR Advances, the LIBOR Rate plus the LIBOR Rate Margin, as the case may be. On and after the expiration of any Interest Period applicable to any LIBOR Advance outstanding on the date of occurrence of an Event of Default or acceleration of the Obligations, the Effective Amount of such LIBOR Advance shall, during the continuance of such Event of Default or after acceleration, bear interest in accordance withSection 2.3(d).
2.2 Section 6.2 (Financial Statements, Reports, Certificates).Section 6.2(a)(iv) of the Loan Agreement is hereby amended in its entirety and replaced with the following:
(iv) Borrower’s budget and financial projections as of the earlier of: (A) 60 days after the last day of Borrower’s fiscal year for the subject year and (B) the date provided to Borrower’s Board of Directors for the subject fiscal year;
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2.3 Section 6.8 (Financial Covenants).Section 6.8 of the Loan Agreement is hereby amended in its entirety and replaced with the following:
6.8Financial Covenants. Borrower will maintain:
(a) Tangible Net Worth. A Tangible Net Worth of at least $15,000,000, tested as of the last day of each quarter.
(b) Quick Ratio (Adjusted). A ratio of Quick Assets to Obligations of at least 2.00 to 1.00, tested as of the last day of each month.
(c) Cash. Unrestricted cash or Cash Equivalents at Bank or at any of Bank’s Affiliates at all times in an amount of at least $8,000,000, tested as of the last day of each month.
2.4 Section 13 (Definitions). The following definitions set forth inSection 13.1 of the Loan Agreement are hereby amended in their entirety and replaced with the following:
“Prime Rate Margin” is one half of one percent (0.50%).
“Revolving Maturity Date” is June 29, 2011.
2.5 Exhibit C (Compliance Certificate). The Compliance Certificate attached asExhibit C to the Loan Agreement is hereby amended in its entirety and replaced with the form ofExhibit C attached to this Amendment.
2.6 Disclosure Letter. The Disclosure Letter delivered in connection with the Second Amended and Restated Loan and Security Agreement is hereby amended in its entirety and replaced with the Disclosure Letter attached asExhibit I to this Amendment. All references to the Disclosure Letter in the Loan Documents shall be deemed to refer to the Disclosure Letter attached hereto.
3. Limitation of Amendments.
3.1 The amendments set forth inSection 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.
3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.
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4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:
4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;
4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;
4.3 The organizational documents of Borrower delivered to Bank on the Closing Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;
4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;
4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;
4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and
4.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.
5. Costs and Expenses. Borrower shall pay to Bank all of Bank’s out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel), arising in connection with the preparation, execution, and delivery of this Amendment and all related documents.
6. Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
7. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, and (b) Bank’s receipt of a loan fee in the amount of $10,000, fully earned and payable to Bank as of the Amendment Date.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
| BANK | BORROWER | |||||||
| Silicon Valley Bank | QuickLogic Corporation | |||||||
| By: |
| By: | /s/ Ralph S. Marimon | |||||
| Name: |
| Name: | Ralph S. Marimon | |||||
| Title: |
| Title: | CFO | |||||
Sixth Amendment to Second Amended and Restated Loan and Security Agreement
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
| BANK | BORROWER | |||||||
| Silicon Valley Bank | QuickLogic Corporation | |||||||
| By: | /s/ Rick Freeman | By: |
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| Name: | Rick Freeman | Name: |
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| Title: | Relationship Manager | Title: |
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Sixth Amendment to Second Amended and Restated Loan and Security Agreement
S-1
EXHIBIT C
FORM OF COMPLIANCE CERTIFICATE
QUICKLOGIC CORPORATION
| TO: | SILICON VALLEY BANK 3003 Tasman Drive Santa Clara, CA 95054 | |
| FROM: | QUICKLOGIC CORPORATION 1227 Orleans Drive Sunnyvale, CA 94089-1138 | |
The undersigned authorized officer (“Officer”) of QuickLogic Corporation (“Borrower”) certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date, except for representations and warranties made as of a specific earlier date, which are to be true and correct in all material respects as of such earlier date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter, footnotes or year end adjustments. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered.
Please indicate compliance status by circling Yes/No under “Complies” column.
Reporting and Financial Covenants | Required | Complies | ||||
Monthly financial statements, Compliance Certificate | Monthly within 45 days | Yes | No | |||
Annual (Audited) | Annual within 120 days of FYE | Yes | No | |||
Board Approved Projections | Annual within 60 days of FYE or the date provided to Borrowers’ Board | Yes | No | |||
Accounts Payable and Accounts Receivable Listings | Within 30 days of the end of each month | Yes | No | |||
10-Q, 10-K, and 8-K | Within 5 days after filing with SEC | Yes | No | |||
Minimum Tangible Net Worth | Quarterly; $15,000,000 | Yes | No | |||
Quick Ratio Adjusted | Monthly; 2.00 to 1.00 | Yes | No | |||
Minimum Cash | Monthly; $8,000,000 | Yes | No | |||
Have there been updates to Borrower’s intellectual property, if appropriate? | Yes | No | ||||
The following financial covenant analys[is][es] and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.
The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)
[Signature page follows]
Exhibit C
| QUICKLOGIC CORPORATION | BANK USE ONLY | |||||||
| By: |
| Received by: |
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| Name: |
| AUTHORIZED SIGNER | ||||||
| Title: |
| Date: |
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| Verified: |
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| AUTHORIZED SIGNER | ||||||||
| Date: |
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| Compliance Status: Yes No | ||||||||
Exhibit C
Schedule 1 to Compliance Certificate
Financial Covenants of Borrower
Dated:
| I. | Tangible Net Worth(Section 6.8(a)) |
Required: $15,000,000
Actual:
A. Value of Line I. (Tangible Net Worth) | $ |
Is line A equal to or greater than $15,000,000?
| No, not in compliance | Yes, in compliance |
| II. | Adjusted Quick Ratio(Section 6.8(b)) |
Required: 2:00:1.00
Actual:
A. Aggregate value of the unrestricted cash and cash equivalents of Borrower and its Subsidiaries | $ | |
B. Aggregate value of the net billed accounts receivable of Borrower and its Subsidiaries | $ | |
C. Aggregate value of the Investments with maturities of fewer than 12 months of Borrower and it Subsidiaries held at Bank or its affiliates | $ | |
D. Quick Assets (the sum of lines A through C) | $ | |
E. Aggregate value of Obligations to Bank | $ | |
F. Quick Ratio (line D divided by line E) | ||
Is line F equal to or greater than 2.00:1:00?
No, not in compliance | Yes, in compliance |
| III. | Cash(Section 6.8(c)) |
Required: $8,000,000
Actual:
A. Value of Line III. (Cash) | $ |
Is line A equal to or greater than $8,000,000?
No, not in compliance | Yes, in compliance |
Schedule 1
Exhibit C
EXHIBIT I
Attached hereto
DISCLOSURE LETTER
To: Silicon Valley Bank
This amendment to the Disclosure Letter is delivered pursuant to the Sixth Amendment to the Second Amended and Restated Loan and Security Agreement (the “Credit Agreement”) dated as of June 30, 2006, by and between QuickLogic Corporation, as Borrower (“Company”), and Silicon Valley Bank, as Bank. The items set forth in the attached Schedules represent exceptions, qualifications and disclosures which are listed herein pursuant to the terms of the Credit Agreement which are in addition to the Litigation, Permitted Indebtedness, Permitted Investments and Permitted Liens identified in the Credit Agreement. Capitalized terms used herein (or in the attached Schedules) and defined in the Credit Agreement shall have the meanings ascribed in the Credit Agreement, unless the context otherwise requires.
IN WITNESS WHEREOF, the undersigned has executed this amended Disclosure Letter as of June 28, 2010.
QuickLogic Corporation a Delaware Corporation | ||
| By: | /s/ Ralph S. Marimon | |
| Name: | Ralph S. Marimon | |
| Title: | Chief Financial Officer | |
Schedule A
Litigation
To the Borrower’s knowledge, Borrower has no material proceeding, pending or threatened litigation which is not disclosed in either the Credit Agreement or the Borrower’s public financial statements filed with the Securities and Exchange Commission.
Schedule B
Permitted Indebtedness
To the Borrower’s knowledge, Borrower has no material indebtedness which is not disclosed in either the Credit Agreement, the Borrower’s public financial statements filed with the Securities and Exchange Commission or filed under the Uniform Commercial Code, including but not limited to the following items:
Current debt with Silicon Valley Bank
Lease obligations, including but not limited to:
Avaya, Inc. – PBX lease
International office leases
Orleans Properties, LLC – Sunnyvale facility, including leasehold improvements
De Lage Landen Financial Services – copiers, fax machines, etc.
Pitney Bowes Credit Corporation– mail machine
Mentor – synthesis software for resale
Cadence – design software license
Indebtedness to trade creditors in the ordinary course of business
Schedule C
Permitted Investments
To the Borrower’s knowledge, Borrower has no material investments which are not disclosed in either the Credit Agreement or the Borrower’s public financial statements filed with the Securities and Exchange Commission (other than the Amkor Investment), including but not limited to the following items:
Investments in Tower Semiconductor ordinary shares and wafer credits. The Company plans to hold 450,000 shares of Tower to secure favorable wafer pricing and may decide to sell the remaining 194,543 Tower shares.
Investments, advances, and bank accounts in wholly-owned subsidiaries, including but not limited to QuickLogie International, Inc., QuickLogic Canada Company, QuickLogic Kabushiki Kaisha, and QuickLogic (India) Private Limited.
Travel advances and relocation loans to employees
Housing advances to employees in India
Notes receivable of, or prepaid royalties or license fees, and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business.
Schedule D
Permitted Liens
To the Borrower’s knowledge, Borrower has no material liens which are not disclosed in either the Credit Agreement, the Borrower’s public financial statements filed with the Securities and Exchange Commission or filed under the Uniform Commercial Code, including but not limited to the following items:
Liens for taxes, fees, assessments and other government charges or levies that are either not delinquent or are being contested in good faith.
Purchase money liens on Equipment or Software.
Liens for Permitted Debt, including Capital Leases and debt with Cadence for EDA software, with Mentor Grahics for development and support synthesis software and with other suppliers used to finance our equipment and software purchases, including but not limited to:
UCC filings by Silicon Valley Bank;
UCC filings by De Lage Landen Financial Services;
Licenses and sublicenses granted in the ordinary course of business;
Leases of subleases granted in the ordinary course of business, including in connection with Borrower’s leased premises or leased property.
Schedule E
Business Locations
Borrower currently has offices in California; Texas; Ontario, Canada; Bangalore, India; London, England; Taiwan; Shanghai, China, Taipei, Taiwan, and Tokyo, Japan.