Exhibit 10.11
Amended Commitment Letter from Comerica Bank
October 18, 2001
John Trewin
Chief Financial Officer
California Micro Devices
215 Topaz Street
Milpitas, CA 95035
Dear John,
This letter serves to outline the credit restructure commitment made by Comerica
Bank - California ("Bank") to California Micro Devices Corp. ("Borrower"). The
following is a summary of the basis business points of the amendment. The
violation of the Maximum Loss covenant for the quarter ended June 30, 2001 will
be waived upon execution of this restructure.
REVOLVING LINE OF CREDIT:
a) Any borrowings will be under formula. Borrower can borrow up to
$3,000,000 less the total outstandings of all term loans and commitment
amount under corporate credit cards, provided that the Borrowing Base
(75% of eligible accounts receivable) is sufficient to cover total
outstandings of the term loans and the line of credit.
b) Cancel the sub-limit for letters of credit.
c) Interest rate of prime + 1.00% (was prime + 0.50%).
d) Covenant waiver and credit modification fee of $5,000.
FINANCIAL COVENANTS:
Borrower is to maintain the following financial covenants:
a) Monthly minimum Adjusted Quick Ratio of 0.75:1.00 increasing to
1.25:1:00 at the earlier of raising new equity or 4/30/02.
Adjusted Quick Ratio is defined as unrestricted cash and
equivalents plus eligible net trade accounts receivable divided
by current liabilities (includes un-drawn letters of credit and
credit card sublimits) plus all indebtedness to Bank.
b) Monthly maximum Total Liabilities to Tangible net Worth of
1.50:1.00 decreasing to 1.00:1.00 at the earlier of raising new
equity or 4/30/02. (TNW excludes restricted cash.)
c) Quarterly maximum Net Loss of ($8,500,000) for Q2'02 ending
9/30/01, ($2,500,000) for Q3'02 ending 12/31/01 and ($1,000,000)
for Q4'02 ending 3/31/02. Borrower is to achieve quarterly
profitability thereafter and Borrower may have one loss quarter
per fiscal year with a maximum loss of ($500,000) with no two
consecutive quarterly losses. This covenant will be waived for
Q1'02 ended 6/30/01 upon execution of loan restructure.
d) Quarterly minimum Revenues of $7,000,000 for Q2'02 ending
9/30/01, $8,000,000 for Q3'02 ending 12/31/01, $10,000,000 for
Q4'02 ending 3/31/02 and $11,000,000 quarterly thereafter.
REPORTING REQUIREMENTS:
Borrower is to provide Bank with:
a) Monthly financial statements along with covenant compliance
certificate within twenty-five (25) days of month end. (NEW)
b) Quarterly 10-Qs within forty-five (45) days of quarter end.
c) Annual unqualified CPA audited financial statements within ninety
(90) days of FYE.
d) Monthly borrowing base certificate, accounts receivable and
payable agings within 15 days of
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month end. (NEW)
e) Budgets, sell through reports, projections or other financial
exhibits which Bank may reasonably request.
f) Satisfactory disclosure of status of legal actions against
Borrower.
OTHER CONDITIONS:
a) Borrower is to obtain foreign credit insurance for its sales to
foreign entities immediately but no later than 12/15/01.
b) Borrower is to provide Bank with a perfected first security
interest covering all assets of the borrower including
intellectual property filing only to the extent that it allows
Lender to collect accounts receivable. Security interest will
also include a negative pledge on specific filings on Borrower's
intellectual property. Borrower is not to grant negative pledge
rights to any other party.
c) Reasonable out of pocket costs including, without limitation,
legal, audit and filing fees are for the account of the Borrower.
Sincerely,
/s/ Helen Huang
- --------------------------------------------
Helen Huang
Corporate Banking Officer
Comerica Bank - California
Technology & Life Sciences Division
Agreed to by:
/s/ John E. Trewin
- --------------------------------------------
John E. Trewin
Vice President & Chief Financial Officer
California Micro Devices Corporation
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