Exhibit 10.1
SIXTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT to Loan
and Security Agreement (this “Amendment”) is entered
into this sixth day of August, 2008, by and between Silicon Valley
Bank (“Bank”) and XPLORE TECHNOLOGIES CORPORATION OF
AMERICA, a Delaware corporation (“Borrower”) whose
address is 14000 Summit Drive, Suite 900, Austin, Texas
78728.
RECITALS
A.
Bank and Borrower
have entered into that certain Loan and Security Agreement dated as
of September 15, 2005, as amended by that certain First
Amendment to Loan and Security Agreement by and between Bank and
Borrower dated as of November 28, 2005, that certain Letter
amending Loan and Security Agreement by and between Bank and
Borrower dated as of March 30, 2006, that certain Second
Amendment to Loan and Security Agreement by and between Bank and
Borrower dated as of May 15, 2006, that certain Third
Amendment to Loan and Security Agreement by and between Bank and
Borrower dated as of February 28, 2007, that certain Fourth
Amendment to Loan and Security Agreement by and between Bank and
Borrower dated as of March 28, 2008 and that certain Fifth
Amendment to Loan and Security Agreement by and between Bank and
Borrower dated as of May 27, 2008 (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 make certain
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
Schedule Section 5
(FINANCIAL COVENANTS (Section 5.1) ) . The
paragraph regarding Subordinated Debt prior to the
“Definitions” portion of Section 5 of the Schedule
to the Loan Agreement is hereby amended and restated to read as
follows:
“ Subordinated
Debt/Equity. Borrower shall have received at least Three
Million Dollars ($3,000,000) in proceeds from the issuance of
Subordinated Debt or equity securities no later than
September 5, 2008.”
3.
Waiver.
Effective as of July 31, 2008,
Bank hereby waives Borrower’s defaults under Section 5
of the Schedule to the Loan Agreement with respect to (i) the
Tangible Net Worth requirement for the measurin
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