LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)

THIS LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) ( “EX-IM AGREEMENT” )   dated as of the Closing Date, between SILICON VALLEY BANK (“Bank”), a California corporation, and RAMTRON INTERNATIONAL CORPORATION , a Delaware corporation (“Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:

1.   ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this EX-IM Agreement will be construed following GAAP Calculations and determinations must be made following GAAP. The term “financial statements” includes the notes and schedules.  The terms “including” and “includes” always mean “including (or includes) without limitation” in this or any Loan Document.  This EX-IM Agreement shall be construed to impart upon Bank a duty to act reasonably at all times.

2.   LOAN AND TERMS OF PAYMENT

2.1   Promise to Pay.

Borrower will pay Bank the unpaid principal amount of all EX-IM Advances and interest on the unpaid principal amount of the EX-IM Advances.

2.1.1   EX-IM Advances.

(a)   Bank will make EX-IM Advances not exceeding (i) the lesser of (x) the EX-IM Committed Line or (y) the Foreign Borrowing Base, minus (ii) the outstanding principal balance of any EX-IM Advances.  Notwithstanding the foregoing, no EX-IM Advances shall be made that would result in any Default or Event of Default under the Domestic Loan Agreement or if the Domestic Loan Agreement is not in full force and effect.  Amounts borrowed under this Section may be repaid and reborrowed during the term of this EX-IM Agreement.

(b)   To obtain an EX-IM Advance, Borrower must notify Bank by facsimile or telephone by 3:00 p.m. Pacific time on the Business Day the EX-IM Advance is to be made.  Borrower must promptly confirm the notification by delivering to Bank a completed Transaction Report attached as Exhibit B and submit purchase orders and Export Orders in connection with such EX-IM Advance. Bank will credit EX-IM Advances to Borrower’s deposit account.  Bank may make Credit Extensions under this EX-IM Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due.  Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss suffered by Bank from that reliance.

(c)   The EX-IM Committed Line terminates on the EX-IM Maturity Date, when all EX-IM Advances and other amounts due under this EX-IM Agreement are immediately payable.

2.2   Overadvances.

If Borrower’s Obligations under Section 2.1.1 exceed the lesser of either (i)  the EX-IM Committed Line or (ii) the Foreign Borrowing Base, Borrower must immediately pay Bank the excess.

2.3   Interest Rate, Payments.

(a)   Interest Rate.  EX-IM Advances accrue interest on the outstanding principal balance at a floating per annum rate equal to the interest rate applicable to Advances as set forth in the Domestic Loan Agreement, which interest shall be payable monthly.  After an Event of Default, Obligations accrue interest at five percent (5%) above the rate effective immediately before the Event of Default. The interest rate increases or decreases when the Prime Rate changes.  Interest is computed on a 360 day year for the actual number of days elapsed.

(b)   Payments.  Interest due on the EX-IM Committed Line is payable on the last day of each month.  Bank may debit any of Borrower’s deposit accounts including Account Number 3300599205 for principal and interest payments or any amounts Borrower owes Bank.  Bank will notify Borrower when it debits Borrower’s accounts.  These debits are not a set-off.  Payments received after 12:00 noon Pacific time are considered received at the opening of business on the next Business Day.  When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest accrues.

2.4   Fees.

Borrower will pay:

(a)   Bank Expenses. All Bank Expenses incurred through and after the date of this EX-IM Agreement (including reasonable attorneys’ fees and expenses) payable when due; and

(b)   EX-IM Bank Expenses.  On the Closing Date, EX-IM Bank Expenses incurred through the date hereof.

2.5   Use of Proceeds.

Borrower will use the proceeds of the EX-IM Advances only for the purposes specified in the EX-IM Borrower Agreement.  Borrower will not use the proceeds of the EX-IM Advances for any purpose prohibited by the EX-IM Borrower Agreement.

2.6   EX-IM Guarantee.

To facilitate the financing of EX-IM Eligible Foreign Accounts, the EX-IM Bank has agreed to guarantee the EX-IM Advances made under this EX-IM Agreement, pursuant to a Master Guarantee Agreement, Loan Authorization Agreement and (to the extent applicable) Delegated Authority Letter Agreement (collectively, the “ EX-IM Guarantee ”).  If, at any time after the EX-IM Guarantee has been entered into by Bank, for any reason other than due to any action or inaction of Borrower under the EX-IM Guarantee, (a) the EX-IM Guarantee shall cease to be in full force and effect, or (b) if the EX-IM Bank declares the EX-IM Guarantee void or revokes any obligations thereunder or denies liability thereunder, and any Overadvance results from either of the foregoing, Bank shall provide notice of such Overadvance to Borrower, and Borrower shall immediately pay the amount of the excess to Bank.  If, at any time after the EX-IM Guarantee has been entered into by Bank, for any reason other than the one described in the foregoing sentence, (x) the EX-IM Guarantee shall cease to be in full force and effect, or (y) the EX-IM Bank declares the EX-IM Guarantee void or revokes any obligations thereunder or denies liability thereunder, any such event shall constitute an Event of Default under this EX-IM Agreement.  Nothing in any confidentiality agreement in this EX-IM Agreement or in any other agreement shall restrict Bank’s right to make disclosures and provide information to the EX-IM Bank in connection with the EX-IM Guarantee.

2.7   EX-IM Borrower Agreement.

Borrower shall execute and deliver a Borrower Agreement, in the form specified by the EX-IM Bank (attached hereto as Annex A ), in favor of Bank and the EX-IM Bank, together with an amendment thereto approved by the EX-IM Bank to conform certain terms of such Borrower Agreement to the terms of this EX-IM Agreement (as amended, the “ EX-IM Borrower Agreement ”).  When the EX-IM Borrower Agreement is entered into by Borrower and the EX-IM Bank and delivered to Bank, this EX-IM Agreement shall be subject to all of the terms and conditions of the EX-IM Borrower Agreement, all of which are hereby incorporated herein by this reference.  From and after the time Borrower and the EX-IM Bank have entered into the EX-IM Borrower Agreement and delivered the same to Bank, Borrower expressly agrees to perform all of the obligations and comply with all of the affirmative and negative covenants and all other terms and conditions set forth in the EX-IM Borrower Agreement as though the same were expressly set forth herein.  In the event of any conflict between the terms of the EX-IM Borrower Agreement (if then in effect) and the other terms of this EX-IM Agreement, whichever terms are more restrictive shall apply.  Borrower acknowledges and agrees that it has received a copy of the Loan Authorization Agreement which is referred to in the EX-IM Borrower Agreement.  If the EX-IM Borrower Agreement is entered into by Borrower and the EX-IM Bank and delivered to Bank, Borrower agrees to be bound by the terms of the Loan Authorization Agreement, including, without limitation, by any additions or revisions made prior to its execution on behalf of EX-IM Bank.  Upon the execution of the Loan Authorization Agreement by EX-IM Bank and Bank, it shall become an attachment to the EX-IM Borrower Agreement.  Borrower shall reimburse Bank for all fees and all out of pocket costs and expenses incurred by Bank with respect to the EX-IM Guaranty and the EX-IM Borrower Agreement, including without limitation all facility fees and usage fees, and Bank is authorized to debit any of Borrower’s deposit accounts with Bank for such fees, costs and expenses when paid by Bank.

3.   CONDITIONS OF LOANS

3.1   Conditions Precedent to Initial EX-IM Advance.

Bank’s obligation to make the initial EX-IM Advance is subject to the condition precedent that it receives the agreements, documents and fees it requires.

3.2   Conditions Precedent to all Advances.

Bank’s obligations to make each EX-IM Advance, including the initial EX-IM Advance, is subject to the following:

(a)    timely receipt of any export purchase order relating to the request;

(b)   receipt of a Transaction Report;

(c)   the representations and warranties in Section 5 must be materially true on the date of the Transaction Report and on the effective date of each EX-IM Advance and no Event of Default may have occurred and be continuing, or result from the EX-IM Advance. Each EX-IM Advance is Borrower’s representation and warranty on that date that the representations and warranties of Section 5 remain true; and

(d)   the EX-IM Guarantee will be in full force and effect.

4.   CREATION OF SECURITY INTEREST

4.1   Grant of Security Interest.

Borrower grants Bank a continuing security interest in all presently existing and later acquired Collateral to secure all Obligations and performance of each of Borrower’s duties under the Loan Documents.  Except for Permitted Liens, any security interest will be a first priority security interest in the Collateral.  Bank may place a “hold” on any deposit account pledged as Collateral.

4.2   Authorization to File.

Borrower authorizes Bank to file financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to perfect or protect Bank’s interest in the Collateral.

5.   REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1   Domestic Loan Documents. 

The representations and warranties contained in the Domestic Loan Documents, which are incorporated into this EX-IM Agreement, are true and correct.

5.2           Accounts Receivable.

(a)           For each Account with respect to which EX-IM Advances are requested, on the date each EX-IM Advance is requested and made, such Account shall meet the Minimum EX-IM Foreign Eligibility Requirements, as the case may be, set forth in Section 13.1 below.

(b)           All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be.  All sales and other transactions underlying or giving rise to each Account shall comply in all material respects with all applicable laws and governmental rules and regulations.  Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are an EX-IM Eligible Account in any Transaction Report.  To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

6.   AFFIRMATIVE COVENANTS

Borrower will do all of the following:

6.1   Domestic Loan Documents.

Borrower will comply with all the provisions of the Domestic Loan Documents.

6.2   EX-IM Insurance.

If required by Bank, Borrower will obtain, and pay when due all premiums with respect to, and maintain uninterrupted foreign credit insurance.  In addition, Borrower will execute in favor of Bank an assignment of proceeds of any insurance policy obtained by Borrower and issued by EX-IM Bank insuring against comprehensive commercial and political risk (the “EX-IM Bank Policy”).  The insurance proceeds from the EX-IM Bank Policy assigned or paid to Bank will be applied to the balance outstanding under this EX-IM Agreement. Borrower will immediately notify Bank and EX-IM Bank in writing upon submission of any claim under the EX-IM Bank Policy.  Then Bank will not be obligated to make any further Credit Extensions to Borrower without prior approval from EX-IM Bank.

6.3   Borrower Agreement.

Borrower will comply with all terms of the EX-IM Borrower Agreement.  If any provision of the EX-IM Borrower Agreement conflicts with any provision contained in this EX-IM Agreement, the more strict provision, with respect to the Borrower, will control.

6.4   Terms of Sale.

Borrower will, if required by EX-IM Bank or Bank, cause all sales of products on which the Credit Extensions are based to be supported by one or more irrevocable letters of credit in an amount and of matter, naming a beneficiary and issued by a financial institution acceptable to Bank and negotiated by Bank.

6.5   Reporting Requirements.

Borrower shall deliver all reports, certificates and other documents to Bank as provided in the EX-IM Borrower Agreement, including, without limitation, purchase orders and any other information that Bank and EX-IM Bank may reasonably request.  In addition, Borrower shall comply with the reporting requirements set forth in the Domestic Loan Documents.

6.6   Further Assurances.

Borrower will execute any further instruments and take further action as Bank requests to perfect or continue Bank’s security interest in the Collateral or to effect the purposes of this EX-IM Agreement.

7.   NEGATIVE COVENANTS

Borrower will not do any of the following:

7.1   Domestic Loan Documents.

Violate or fail to comply with the Domestic Loan Documents.

7.2   EX-IM Borrower Agreement.

Violate or fail to comply with any provision of the EX-IM Borrower Agreement.

7.3   EX-IM Agreement.

Take an action, or permit any action to be taken, that causes, or could be expected to cause, the EX-IM Guarantee to not be in full force and effect.

8.   EVENTS OF DEFAULT

Any one of the following is an Event of Default:

8.1   Payment Default.

If Borrower fails to pay any of the Obligations within three (3) days after their due date.  During such three (3) day period after the due date of the payment of any Obligations, the failure to cure the default is not an Event of Default (but no Credit Extension will be made during such three (3) day cure period);

8.2   Covenant Default.

If Borrower violates any covenant in this EX-IM Agreement or in any of the Domestic Loan Documents or the EX-IM Borrower Agreement or an Event of Default occurs under this EX-IM Agreement or the Domestic Loan Documents.

8.3   EX-IM Guarantee.

If the EX-IM Guarantee ceases for any reason to be in full force and effect, or if the EX-IM Bank declares the EX-IM Guarantee void or revokes any obligations under the EX-IM Guarantee.

9.   BANK’S RIGHTS AND REMEDIES

9.1   Rights and Remedies.

When an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

(a)   Declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 of the Domestic Loan Agreement occurs all Obligations are immediately due and payable without any action by Bank);

(b)   Stop advancing money or extending credit for Borrower’s benefit under this EX-IM Agreement or under any other agreement between Borrower and Bank;

(c)   Settle or adjust disputes and claims directly with account debtors for amounts, on terms and in any order that Bank considers advisable;

(d)   Make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral.  Borrower will assemble the Collateral if Bank requires and make it available as Bank designates.  Bank may enter Borrower’s premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;

(e)   Apply to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account of Borrower;

(f)   Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral; and

(g)   Dispose of the Collateral according to the Code.