Exhibit 10.54
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of September 28, 2001, 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 and Security 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 set forth
in the Loan Agreement.
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as
the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured by the
Collateral as described in the Loan Agreement.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the "Security Documents". Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement.
1. Section 6.7 entitled "Financial Covenants" is hereby
amended in its entirety to read as follows:
(i) Quick Ratio. A ratio of Quick Assets to Current
Liabilities of at least 3.00 to 1.00.
For calculation purposes, current portion of the
deferred gain on sale of Ultra RF will not be
included under Current Liabilities.
(ii) Tangible Net Worth (Quarterly). Borrower will
maintain a minimum Tangible Net Worth of $90,000,000
for each quarter beginning with the quarter ending
December 31, 2001.
(iii) Profitability. Borrower will have a minimum net
profit of $1 for each quarter net of any realized
gain or loss on the sale of the 1,000,000 shares of
CREE Inc. common stock and related options, except
that Borrower may suffer losses not to exceed
$5,000,000 for the quarter ending September 30, 2001.
Notwithstanding the foregoing, Bank will not test
this covenant going forward.
2. Section 8.3 entitled "Material Adverse Change" is
hereby amended in its entirety to read as follows:
If there (i) occurs a material adverse change in the
business, operations, or condition (financial or
otherwise) of the Borrower, or (ii) is a material
impairment of
the prospect of repayment of any portion of the
Obligations or (iii) is a material impairment of the
value or priority of Bank's security interests in the
Collateral.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended wherever
necessary to reflect the changes described above.
5. 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.
6. PAYMENT OF LOAN FEE. Borrower shall pay Bank a fee in the amount of Two
Thousand Five Hundred Dollars ($2,500) ("Loan Fee") plus all out-of-pocket
expenses.
7. 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. Unless expressly released herein, 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.
8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first
written above.
BORROWER: BANK:
SPECTRIAN CORPORATION SILICON VALLEY BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇
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Title: CFO Title: AVP
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