Exhibit 10.2
AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS AMENDMENT to Loan and
Security Agreement (this “Amendment”) is entered into
this 22nd day of April 2009 by and between Silicon Valley Bank
(“Bank”) and Entropic Communications, Inc., a Delaware
corporation (“Borrower”) whose address is 6290 Sequence
Drive, San Diego, California 92121.
R ECITALS
A. Bank and Borrower have entered into that certain
Loan and Security Agreement dated as of April 11, 2007 (as the
same may from time to time be amended, modified, supplemented or
restated, the “Loan Agreement”). Bank has extended
credit to Borrower for the purposes permitted in 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, as herein set forth, and Bank has agreed to the same,
but only to the extent, in accordance with the terms, subject to
the conditions and in reliance upon the representations and
warranties set forth herein.
A GREEMENT
N OW ,
T HEREFORE
, 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 Addition of Unused Revolving
Line Facility Fee .
Section 2.4(d) of the Loan Agreement that currently reads as
follows:
(d) Unused Revolving Line
Facility Fee . [omitted]; and
is hereby amended in its entirety
and replaced with the following:
(e) Unused Revolving Line
Facility Fee . A fee (the “ Unused Revolving Line
Facility Fee ”), payable monthly, in arrears, on a
calendar year basis, in an amount equal to one-half of one percent
(0.50%) per annum of the average unused portion of the Revolving
Line, as determined by Bank; provided , however ,
while the Reduced Rate is in effect, then the Unused Revolving Line
Facility Fee will be payable monthly, in arrears, on a calendar
year basis, in an amount equal to one-quarter of one percent
(0.25%) per annum of the average unused portion of the Revolving
Line, as determined by Bank. The unused portion of the Revolving
Line, for the purposes of this calculation, shall include amounts
reserved under the Cash Management Services Sublimit for products
provided and under the Foreign Exchange Sublimit for FX Forward
Contracts. Borrower shall not be entitled to any credit, rebate or
repayment of any Unused Revolving Line Facility Fee previously
earned by Bank pursuant to this Section notwithstanding any
termination of the Agreement, or suspension or termination of
Bank’s obligation to make loans and advances hereunder;
and
2.2 Modified
Dispositions .
Section 7.1 of the Loan Agreement that currently reads as
follows:
7.1 Dispositions
. Convey, sell, lease, transfer or
otherwise dispose of (collectively, “ Transfer
”), or permit any of its Subsidiaries to Transfer, all or any
part of its business or property, except for (a) Transfers of
Inventory in the ordinary course of business; (b) Transfers of
worn-out or obsolete Equipment; and (c) Transfers consisting
of Permitted Liens and Permitted Investments; (d) Transfers of
non-exclusive licenses for the use of the property of Borrower or
its Subsidiaries in the ordinary course of business; and
(e) other Transfers not to exceed $50,000 per year. For
purposes of clarification, it is understood and agreed by the
parties that Borrower shall not transfer any assets or Collateral
to its Subsidiaries, Entropic Communications (Hong Kong) Ltd.,
Entropic Communications (Shenzhen) Ltd., Entropic Communications
Israel Ltd., SAS RF Magic and RF Magic Ltd., except that Borrower
may transfer cash to the extent required to pay for each such
Subsidiary's operating expenses incurred in the normal course of
business.
-1-
is hereby amended in its entirety
and replaced with the following:
7.2 Dispositions
. Convey, sell, lease, transfer or
otherwise dispose of (collectively, “ Transfer
”), or permit any of its Subsidiaries to Transfer, all or any
part of its business or property, except for (a) Transfers of
Inventory in the ordinary course of business; (b) Transfers of
worn-out or obsolete Equipment; and (c) Transfers consisting
of Permitted Liens and Permitted Investments; (d) Transfers of
non-exclusive licenses for the use of the property of Borrower or
its Subsidiaries in the ordinary course of business; and
(e) other Transfers not to exceed $50,000 per year. For
purposes of clarification, it is understood and agreed by the
parties that Borrower shall not transfer any assets or Collateral
to its Subsidiaries, Entropic Communications (Hong Kong) Ltd.,
Entropic Communications (Shenzhen) Ltd., Entropic Communications
Israel Ltd., SAS RF Magic and RF Magic Ltd., except that Borrower
may transfer cash to the extent required to pay for each such
Subsidiary's operating expenses incurred in the normal course of
business, not to exceed $400,000 per month in the aggregate for all
such Subsidiaries combined.
2.3 Deletion of Definition of
Conditions Precedent to Increase. The definition of “Conditions Precedent to
Increase” set forth in Section 13.1 of the Loan
Agreement is hereby amended in
