Exhibit 10.53
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of August 2, 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. Subsection (iii) under Section 6.7 entitled "Financial
Covenants" is hereby amended in its entirety to read as
follows:
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 $2,500,000 for the quarters
ending September 30, 2001 and December 31, 2001.
B. Waiver of Financial Covenant Default(s)
1. Bank hereby waives Borrower's existing default under the
Loan Agreement by virtue of Borrower's failure to comply
with the Profitability covenant as of quarter ended June
30, 2001. Bank's waiver of Borrower's compliance of this
covenant shall apply only to the foregoing period.
Accordingly, for the period ended September 30, 2001,
Borrower shall be in compliance with this covenant, as
amended herein.
Bank's agreement to waive the above-described default
(1) in no way shall be deemed an agreement by the Bank
to waive Borrower's compliance with the above-described
covenant as of all other dates and (2) shall not limit
or impair the Bank's right to demand strict performance
of this covenant as of all other dates and (3) shall not
limit or impair the Bank's right to demand strict
performance of all other covenants as of any date.
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 and 00/100 Dollars ($2,500.00) ("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: EVP and CFO Title: AVP
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