Exhibit 10.2
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (this "
Agreement ") is entered into this 19th day of February 2009,
by and between SILICON VALLEY BANK (" Bank ") and SOCKET
MOBILE, INC., a Delaware corporation (" Borrower "), whose
address is 39700 Eureka Drive, Newark, California 94560.
RECITALS
A . Bank and Borrower have entered into that certain
Second Amended and Restated Export-Import Bank Loan and Security
Agreement dated as of December 24, 2008 (as the same has and may
continue to be from time to time further amended, modified,
supplemented or restated, the " Exim Loan Agreement ").
B . Bank has extended credit to Borrower for the purposes
permitted in the Exim Loan Agreement.
C . Borrower has requested that Bank (i) extend the EXIM
Maturity Date, and (ii) amend certain other provisions of the Exim
Loan Agreement.
D . Although Bank is under no obligation to do so, Bank
is willing to (i) extend the EXIM Maturity Date and (ii) amend
certain provisions of the Exim Loan Agreement, all on the terms and
conditions set forth in this Agreement, so long as Borrower
complies with the terms, covenants and conditions set forth in this
Agreement in a timely manner.
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 Agreement, including its preamble and recitals,
shall have the meanings given to them in the Exim Loan
Agreement.
2 . Amendments to Exim Loan Agreement .
2.1 Section 2.1.1 (Revolving Advances) . Section 2.1.1(b) of
the Exim Loan Agreement is hereby amended in its entirety and
replaced with the following:
(b)
Maximum Advances. The aggregate outstanding amount of all Advances,
outstanding at any time may not exceed One Million Dollars
($1,000,000). Notwithstanding any other term or provision of this
EXIM Agreement, the aggregate amount of Advances hereunder together
with the aggregate amount of loan advances under the Domestic Loan
Agreement shall not at any event exceed Two Million Five Hundred
Thousand Dollars ($2,500,000).
1
2.2 Section 2.4 (Fees) . Section 2.4(c) of the Exim Loan
Agreement is hereby amended in its entirety and replaced with the
following:
(c)
Collateral Handling Fee. At all times that the Adjusted Quick Ratio
is less than 1.25 to 1.00, Borrower will pay to Bank a collateral
handling fee equal to .70% per month of the Financed Receivable
Balance for each Financed Receivable outstanding based upon a 360
day year (the " Collateral Handling Fee "). This fee is
charged on a daily basis which is equal to the Collateral Handling
Fee divided by 30, multiplied by the number of days each such
Financed Receivable is outstanding, multiplied by the outstanding
Financed Receivable Balance. The Collateral Handling Fee is payable
when the Advance made based on such Financed Receivable is payable
in accordance with Section 2.3 hereof. In computing Collateral
Handling Fees under this EXIM Agreement, all Collections received
by Bank shall be deemed applied by Bank on account of Obligations
three (3) Business Days after receipt of the Collections. After an
Event of Default, the Collateral Handling Fee will increase an
additional 0.50% effective immediately upon such Event of
Default.
2.2.4 Collateral Handling Fee . At all times that the
Adjusted Quick Ratio is less than 1.25 to 1.00, Borrower will pay
to Bank a collateral handling fee equal to seven tenths of one
p
