Exhibit 10.57
FIFTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
This Fifth Amendment to Amended and Restated Loan and Security
Agreement
(this "Amendment") is entered into this 13th day of March 2009, by
and
between Silicon Valley Bank ("Bank") and Ramtron International
Corporation, a
Delaware corporation ("Borrower"), whose address is 1850 Ramtron
Drive,
Colorado Springs, Colorado 80921.
RECITALS
A. Bank and Borrower have entered into that certain Amended
and Restated
Loan and Security Agreement dated as of September 14, 2005, as
amended by
that certain Loan Modification Agreement by and between Bank and
Borrower
dated as of December 30, 2005, and further amended by that certain
Second
Amendment to Loan and Security Agreement by and between Bank and
Borrower
dated as of May 15, 2006, further amended by that certain Third
Amendment to
Loan and Security Agreement dated as of December 29, 2006, and
further
amended by that certain Fourth Amendment to Loan and Security
Agreement dated
as of March 27, 2007 (as the same may from time to time be further
amended,
modified, supplemented or restated 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
to (i) extend
the maturity date, (ii) increase certain fees, and (iii) make
certain other
revisions to the Loan Agreement as more fully set forth herein.
D. Bank has agreed to so amend certain provisions of the Loan
Agreement, but
only to the extent, in accordance with the terms, subject to the
conditions
and in reliance upon the representations and warranties set forth
below.
AGREEMENT
NOW, THEREFORE, 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 Section 2.5 (Fees). Section
2.5(d) is amended in its entirety and
replaced with the
following:
Page-1
<PAGE>
(d)
Non-Utilization Fee. A non-utilization fee
("Non-Utilization
Fee"), calculated on the last day of each fiscal quarter, equal
to 0.375% per annum, calculated based on the difference between
the Committed Revolving Line and the average daily outstanding
balance of the Advances during each fiscal quarter. The
Non-
Utilization Fee shall be due and payable twenty (20) days after
the end of each fiscal quarter.
2.2 Section 13 (Definitions). The
following term and its definition set
forth in Section
13.1 is amended in its entirety and replaced with
the following:
"Revolving
Maturity Date" is June 27, 2009.
3. Limitation o
