LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of January 31,
2000, by and between Spectrian Corporation ("Borrower") and Silicon Valley Bank
("Bank").
1. DESCRIPTiON OF EXISTiNG INDEBTEDNESS: Among other indebtedness which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other
documents, an Amended and Restated Loan Agreement, dated August 9, 1999, as may
be amended from time to time, (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a Committed Revolving Line in the original
principal amount of Ten Million Dollars ($10,000,000). Defined terms used but
not otherwise defined herein shall have the same meanings as in the Loan
Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
Hereinafter, the above-described documents evidencing or securing the
Indebtedness shall be referred to as the "Existing Loan Documents".
2. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement
1. Section 2.1.2 entitled "Letters of Credit" is hereby
amended to read as follows:
Bank will issue or have issued Letters of Credit for
Borrower's account not exceeding (i) the Committed
Revolving Line minus (ii) the outstanding principal
balance of the Advances minus the FX Reserve;
however, the face amount of outstanding Letters of
Credit (including drawn but unreimbursed Letters of
Credit and any Letter of Credit Reserve) may not
exceed $6,000,000. Each Letter of Credit will have an
expiry date of no later than 180 days after the
Revolving Maturity Date, but Borrower's reimbursement
obligation will be secured by cash on terms
acceptable to Bank at any time after the Revolving
Maturity Date if the term of this Agreement is not
extended by Bank. Borrower agrees to execute any
further documentation in connection with the Letters
of Credit as Bank may reasonably request.
2. Section 2.1.3 entitled "Foreign Exchange Sublimit" is
hereby amended to read as follows:
If there is availability under the Committed
Revolving Line and the Borrowing Base, then Borrower
may enter in foreign exchange forward contracts with
the Bank under which Borrower commits to purchase
from or sell to Bank a set amount of foreign currency
more than one business day after the contract date
(the "FX Forward Contract"). Bank will subtract 10%
of each outstanding FX Forward Contract from the
foreign exchange sublimit which is a maximum of
$4,000,000 (the "FX Reserve"). The total FX Forward
Contracts at any one time may not exceed 10 times the
amount of the FX Reserve. Bank may terminate the FX
Forward Contracts if an Event of Default occurs.
3. The following defined term under Section 13.1
entitled "Definitions' is hereby amended as follows:
"Revolving Maturity Date" is December 31, 2000.
3. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
4. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor signing
below) agrees that, as of the date hereof, it has no defenses against the
obligations to pay any amounts under the Indebtedness.
5. PAYMENT OF LOAN FEE. Borrower shall pay to Bank a fee in the amount of Twenty
Five Thousand Dollars ($25,000) (the "Loan Fee") plus all out-of-pocket
expenses.
6. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing below)
understands and agrees that in modifying the existing Indebtedness, Bank is
relying upon Borrower's representations, warranties, and agreements, as set
forth in the Existing Loan Documents. Except as expressly modified pursuant to
this Loan Modification Agreement, the terms of the Existing Loan Documents
remain unchanged and in full force and effect. Bank's agreement to modifications
to the existing Indebtedness pursuant to this Loan Modification Agreement in no
way shall obligate Bank to make any future modifications to the Indebtedness.
Nothing in this Loan Modification Agreement shall constitute a satisfaction of
the Indebtedness. It is the intention of Bank and Borrower to retain as liable
parties all makers and endorsers of Existing Loan Documents, unless the party is
expressly released by Bank in writing. No maker, endorser, or guarantor will be
released by virtue of this Loan Modification Agreement. The terms of this
paragraph apply not only to this Loan Modification Agreement, but also to all
subsequent loan modification agreements.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
SPECTRIAN CORPORATION SILICON VALLEY BANK
By: /s/ Michael Angel By: /s/ Peter Scott
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Name: Michael Angel Name: Peter Scott
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Title: EUP--CFO Title: Vice President
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