exv10w1






Exhibit 10.1




FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT




     THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this
9th day of February, 2010, by and between Silicon Valley Bank (“Bank”) and Comarco, Inc., a
California corporation and Comarco Wireless Technologies, Inc., a Delaware corporation (jointly and
severally, “Borrower”) whose address is 25541 Commercentre Drive, Lake Forest, CA 92630.



Recitals




     A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of
February 12, 2009 (as the same may from time to time be 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, 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.



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. The Loan Agreement is amended as follows, effective on the
date hereof (except where a different effective date is specified below):



          2.1 Modification Regarding Letters of Credit Sublimit. The clause in Section 2.1.2(a) of the
Loan Agreement that currently reads as follows:





(1) the total of the amount of all outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit), plus an
amount equal to the Letter of Credit Reserves shall not exceed
$5,000,000; and


is hereby amended in its entirety and replaced with the following:




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(1) the total of the amount of all outstanding Letters of Credit
(including drawn but unreimbursed Letters of Credit), plus an
amount equal to the Letter of Credit Reserves shall not exceed
$10,000,000; and



          2.2 Modification Regarding Foreign Exchange Sublimit. The sentence in Section 2.1.3 of the
Loan Agreement that currently reads as follows:





FX Forward Contracts shall have a Settlement Date of at least one
(1) FX Business Day after the contract date and shall be subject
to a reserve of ten percent (10%) of each outstanding FX Forward
Contract in a maximum aggregate amount equal to $5,000,000 (the
“FX Reserve”).


is hereby amended in its entirety and replaced with the following:





FX Forward Contracts shall have a Settlement Date of at least one
(1) FX Business Day after the contract date and shall be subject
to a reserve of ten percent (10%) of each outstanding FX Forward
Contract in a maximum aggregate amount equal to $10,000,000 (the
“FX Reserve”).



          2.3 Modification Regarding Cash Management Services Sublimit. Section 2.1.4 of the Loan
Agreement that currently reads as follows:





2.1.4 Cash Management Services Sublimit. Subject to the Overall
Sublimit in Section 2.1.5 below, Borrower may use up to
$5,000,000 of the Revolving Line for Bank’s cash management
services which may include merchant services, direct deposit of
payroll, business credit card, and check cashing services
identified in Bank’s various cash management services agreements
(collectively, the “Cash Management Services”), provided that,
after giving effect to such utilization: (1) the total of the
amount of all outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit), plus an amount equal to the
Letter of Credit Reserves, plus the FX Reserve, plus amounts
utilized for Cash Management Services, shall not exceed
$5,000,000; and (2) the total of the amount of all outstanding
Letters of Credit (including drawn but unreimbursed Letters of
Credit), plus an amount equal to the Letter of Credit Reserves,
plus the FX Reserve, plus amounts utilized for Cash Management
Services, and plus the outstanding principal balance of any
Advances (including any amounts used for Cash Management
Services) shall not exceed the lesser of (i) the Maximum Dollar
Amount, or (ii) the Borrowing Base. Any amounts



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Bank pays on behalf of Borrower for any Cash Management Services
will be treated as Advances under the Revolving Line and will
accrue interest at the interest rate applicable to Advances.


is hereby amended in its entirety and replaced with the following:





2.1.4 Cash Management Services Sublimit. Subject to the Overall
Sublimit in Section 2.1.5 below, Borrower may use up to
$10,000,000 of the Revolving Line for Bank’s cash management
services which may include merchant services, direct deposit of
payroll, business credit card, and check cashing services
identified in Bank’s various cash management services agreements
(collectively, the “Cash Management Services”), provided that,
after giving effect to such utilization: (1) the total of the
amount of all outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit), plus an amount equal to the
Letter of Credit Reserves, plus the FX Reserve, plus amounts
utilized for Cash Management Services, shall not exceed
$10,000,000; and (2) the total of the amount of all outstanding
Letters of Credit (including drawn but unreimbursed Letters of
Credit), plus an amount equal to the Letter of Credit Reserves,
plus the FX Reserve, plus amounts utilized for Cash Management
Services, and plus the outstanding principal balance of any
Advances (including any amounts used for Cash Management
Services) shall not exceed the lesser of (i) the Maximum Dollar
Amount, or (ii) the Borrowing Base. Any amounts Bank pays on
behalf of Borrower for any Cash Management Services will be
treated as Advances under the Revolving Line and will accrue
interest at the interest rate applicable to Advances.



          2.4 Modification Regarding Overall Sublimit. The amount of the Overall Sublimit, as set forth
in Section 2.1.5 of the Loan Agreement, is hereby amended from “$5,000,000” to “$10,000,000.”




          2.5 Modification Regarding Interest Rates. Section 2.3(a) of the Loan Agreement is hereby
amended in its entirety to read as follows:





(a) Interest Rate; Advances.




     (i) If, and only for so long as, Borrower’s Quick Ratio is
greater than or equal to 2.0 to 1.0, then, subject to Section
2.3(b), the principal amount outstanding under the Revolving Line
shall accrue interest at a per



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annum rate equal to one and one-half percentage points
(1.50%) above the Prime Rate, provided that the interest rate in
effect on any day shall not be less than 5.5% per annum, which
interest shall be payable monthly;




     (ii) If Borrower’s Quick Ratio is less than 2.0 to 1.0,
then, subject to Section 2.3(b), the principal amount outstanding
under the Revolving Line shall accrue interest at a per annum
rate equal to two and one-half percentage points (2.50%) above
the Prime Rate, provided that the interest rate in effect on any
day shall not be less than 5.5% per annum, which interest shall
be payable monthly.




     Once Borrower’s Quick Ratio drops below 2.0 to 1.0 and the
interest rate set forth in subclause (ii) goes into effect, such
interest rate shall remain in effect until such time as Borrower
has achieved and maintained a Quick Ratio of greater than or
equal to 2.0 to 1.0 for three consecutive months and provided
Bank with written evidence thereof.



          2.6 Modification Regarding Collateral Monitoring Fee. Section 2.4(b) of the Loan Agreement is
hereby amended in its entirety to read as follows:





(b) Collateral Monitoring Fee. A monthly collateral
monitoring fee of $1,000, payable in arrears on the last day of
each month (prorated for any partial month at the beginning and
upon termination of this Agreement); provided, however, in any
month in which Borrower’s Quick Ratio is greater than or equal to
2.0 to 1.0, the Collateral Monitoring Fee for such month will be
$0.00; and



          2.7 Modification Regarding Transaction Reports. Section 6.2(a)(i) of the Loan Agreement
is hereby amended in its entirety to read as follows:





	 	(i)	 	a Transaction Report (and any
schedules related thereto) monthly (within fifteen (15) days
after the end of each month) and at the time of each request
for an Advance; provided, however, whenever
Borrower’s Quick Ratio is less than 2.0 to 1.0, then weekly
and at the time of each request for an Advance (the “Weekly
Requirement”); provided, further, once the
Weekly Requirement has gone into effect, it will remain in
effect until such time as Borrower has achieved and
maintained a Quick Ratio greater than or equal to 2.0 to 1.0
for three consecutive months and each month thereafter;





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          2.8 Modification Regarding Monthly Financial Statements. Section 6.2(a)(iii) of the Loan
Agreement is hereby amended in its entirety to read as follows:





	 	(iii)	 	as soon as available, and in any event within forty-five
(45) days after the end of each month, monthly unaudited
financial statements;





          2.9 Modification Regarding Monthly Compliance Certificates. Section 6.2(a)(iv) of the Loan
Agreement is hereby amended in its entirety to read as follows:





	 	(iv)	 	within forty-five (45) days after
the end of each month a monthly Compliance Certificate
signed by a Responsible Officer, certifying that as of the
end of such month, Borrower was in full compliance with all
of the terms and conditions of this Agreement, and setting
forth calculations showing compliance with the financial
covenants set forth in this Agreement and such other
information as Bank shall reasonably request, including,
without limitation, a statement that at the end of such
month there were no held checks or, if there were held
checks, a listing of the same and the reason therefor;





          2.10 Modification Regarding Concentration Limits. Subclause (h) of the definition of
“Eligible Accounts” set forth in Section 13.1 of the Loan Agreement is hereby amended in its
entirety to read as follows:





	 	(h)	 	Accounts owing from an Account Debtor, including Affiliates,
whose total obligations to Borrower exceed twenty-five percent
(25%) of all Accounts, for the amounts that exceed that
percentage, unless Bank approves in writing; provided,
however, such percentage amount shall not apply to
Accounts for which Targus is the Account Debtor up to an
aggregate amount for all such Accounts of $6,000,000;





          2.11 Modification Regarding Maximum Dollar Amount. The definition of “Maximum Dollar Amount”
set forth in Section 13.1 of the Loan Agreement is hereby amended in its entirety to read as
follows:





“Maximum Dollar Amount” is $10,000,000.



          2.12 Modification Regarding Quick Assets. The definition of “Quick Assets” set forth in
Section 13.1 of the Loan Agreement is hereby amended in its entirety to read as follows:




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“Quick Assets” is, on any date, Borrower’s consolidated
unrestricted cash and Cash Equivalents maintained with Bank and
Bank Affiliates, Accounts, and investments with Bank and Bank
Affiliates with maturities of fewer than 12 months determined
according to GAAP.



          2.13 Modification Regarding Revolving Line Maturity Date. The definition of “Revolving Line
Maturity Date” set forth in Section 13.1 of the Loan Agreement is hereby amended in its entirety to
read as follows:





“Revolving Line Maturity Date” is February 10, 2011.



          2.14 Modification Regarding Compliance Certificate. The form of Compliance Certificate
(attached as Exhibit B to the Loan Agreement) is hereby replaced with the form of Compliance
Certificate attached hereto.




     3. Limitation of Amendments.



          3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any
amendment, waiver or modification of any other term or condition of any Loan Document, or
(b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under
or in connection with any Loan Document.




          3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and
all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan
Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full
force and effect.




     4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower
hereby represents and warrants to Bank as follows:



          4.1 Immediately after giving effect to this Amendment (a) the representations and warranties
contained in the Loan Documents are true, accurate and complete in all material respects as of the
date hereof (except to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date), and (b) no Event of Default has occurred and
is continuing;




          4.2 Borrower has the power and authority to execute and deliver this Amendment and to perform
its obligations under the Loan Agreement, as amended by this Amendment;




          4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain
true, accurate and complete and have not been amended, supplemented or restated and are and
continue to be in full force and effect;







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          4.4 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, have been duly
authorized;




          4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not
contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual
restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or
other governmental or public body or authority, or subdivision thereof, binding on Borrower, or
(d) the organizational documents of Borrower;




          4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower
of its obligations under the Loan Agreement, as amended by this Amendment, do not require any
order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or made; and




          4.7 This Amendment has been duly executed and delivered by Borrower and is the binding
obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or
other similar laws of general application and equitable principles relating to or affecting
creditors’ rights.




     5. Counterparts. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument.



     6. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and
delivery to Bank of this Amendment by each party hereto, (b) Borrower’s payment of an amendment fee
in an amount equal to $50,000 and (c) Bank’s receipt of the Consent to Amendment and Reaffirmation
of Guaranty attached hereto, duly executed and delivered by each Guarantor (unless Bank, in its
sole discretion at any time waives in writing the receipt of any such Consent).



[Signature page follows.]





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     In Witness Whereof, the parties hereto have caused this Amendment to be duly
executed and delivered as of the date first written above.



	 	 	 	 	 	 	 	 	 	 	 
	BANK	 	 	 	BORROWER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Silicon Valley Bank	 	 	 	Comarco, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Brett Maver
	 	 	 	By:
	 	/s/ Winston Hickman	 	 
	Name:

	 	 

Brett Maver
	 	 	 	Name:
	 	 

Winston Hickman
	 	 
	Title:

	 	Relationship Manager
	 	 	 	Title:
	 	Vice President & CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	BORROWER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Comarco
	 	Wireless Technologies, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Winston Hickman	 	 
	 

	 	 	 	 	 	Name:
	 	 

Winston Hickman
	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President & CFO	 	 






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CONSENT TO AMENDMENT

AND REAFFIRMATION OF GUARANTY




     Each of the undersigned acknowledges that his consent to the foregoing First Amendment to Loan
and Security Agreement dated as of even date herewith (the “Amendment”) is not required, but the
undersigned nevertheless does hereby consent to the terms and conditions of the Amendment and
agrees that the Guaranty of the undersigned relating to the Obligations of Borrower shall continue
in full force and effect, shall be valid and enforceable and shall not be impaired or otherwise
affected by the execution of the Amendment or any other document or instrument delivered in
connection herewith.



     Each of the undersigned represents and warrants that, after giving effect to the Amendment,
all representations and warranties of the undersigned contained in the Guaranty are true, accurate
and complete as if made the date hereof.



Dated as of February ___, 2010




	 	 	 	 	 	 	 	 	 
	GUARANTOR	 	COMARCO, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	GUARANTOR	 	COMARCO WIRELESS
 TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







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COMPLIANCE CERTIFICATE




	 	 	 	 	 
	TO:

	 	SILICON VALLEY BANK
	 	Date:                                         
	FROM:

	 	COMARCO, INC AND COMARCO WIRELESS TECHNOLOGIES, INC.	 	 






     The undersigned authorized officer of Comarco, Inc. and Comarco Wireless Technologies,
Inc. (jointly and severally, the “Borrower”) certifies that under the terms and conditions of the
Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in
complete compliance for the period ending                      with all required covenants except as
noted below, (2) there are no Events of Default, (3) all representations and warranties in the
Agreement are true and correct in all material respects on this date except as noted below;
provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring to a specific date
shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and
each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has
timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions
owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9 of the
Agreement, and (5) no Liens have been levied or claims made against Borrower [or any of its
Subsidiaries] relating to unpaid employee payroll or benefits of which Borrower has not previously
provided written notification to Bank. Attached are the required documents supporting the
certification. The undersigned certifies that these are prepared in accordance with GAAP
consistently applied from one period to the next except as explained in an accompanying letter or
footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of
determination that Borrower is not in compliance with any of the terms of the Agreement, and that
compliance is determined not just at the date this certificate is delivered. Capitalized terms
used but not otherwise defined herein shall have the meanings given them in the Agreement.



Please indicate compliance status by circling Yes/No under “Complies” column.




	 	 	 	 	 
	Reporting Covenant	 	Required	 	Complies
	Monthly financial statements with 

Compliance Certificate

	 	Monthly within 45 days
	 	Yes No
	 
	 	 	 	 
	A/R, A/P Agings and Reconciliations

	 	Monthly within 15 days
	 	Yes No
	 
	 	 	 	 
	10-Q, 10-K and 8-K

	 	Within 5 days after filing with SEC
	 	Yes No
	 
	 	 	 	 
	Projections

	 	Within 30 days prior to start of FY
	 	Yes No
	 
	 	 	 	 
	Foreign Credit Insurance Policies

	 	Upon finalization of terms and upon
completion of any updates or changes
	 	Yes No
	 
	 	 	 	 
	Transaction Reports

	 	Monthly within 15 days and with each
Advance request; provided, however, if
QR is less than 2.0 to 1.0, then Weekly
and with each Advance request.
	 	Yes No





The following intellectual property was registered after the Effective Date (if no registrations, state “None”)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Financial Covenant	 	Required	 	Actual	 	Complies
	Maintain on a Monthly Basis:
	 	 	 	 	 	 	 	 	 	 	 	 
	Minimum Quick Ratio
	 	 	1.50 to 1.0	 	 	         
            to 1.0	 	Yes   No






	 	 	 	 	 	 	 	 	 
	Performance Pricing            	 	Applies
	Quick Ratio > 2.0 to 1.0
	 	Prime + 1.5%	 	Yes   No
	Quick Ratio < 2.0 to 1.0
	 	Prime + 2.5%	 	Yes   No






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     The following financial covenant analysis and information set forth in Schedule 1 attached
hereto are true and accurate as of the date of this Certificate.



     The following are the exceptions with respect to the certification above: (If no exceptions
exist, state “No exceptions to note.”)


 




 




 




 





	 	 	 	 	 	 	 	 	 
	COMARCO, INC.	 	BANK USE ONLY


	By:	 	 	 	Received by:  	 	 
	 

	 	 	 	 	 	 	 	 
	Name:	 	 	 	authorized signer	 
	 

	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Date:  	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COMARCO WIRELESS TECHNOLOGIES, INC.	 	Verified:	 	 
	 	 	 	 	authorized signer	 
	By:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:	 	 	 	Compliance Status:     Yes   No
	 

	 	 	 	 	 	 	 	 





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Schedule 1 to Compliance Certificate




Financial Covenants of Borrower


In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan
Agreement shall govern.



Dated:                                         



Quick Ratio (Section 6.9(a))



Required:           1.50 to 1.0



Actual:




	 	 	 	 	 
	A. Aggregate value of the unrestricted cash and cash equivalents
of Borrower and its Subsidiaries maintained at Bank and Bank’s
Affiliates
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	B. Aggregate value of the Accounts of Borrower and its Subsidiaries
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	C. Aggregate value of the Investments with maturities of fewer
than 12 months of Borrower and it Subsidiaries maintained at
Bank and Bank’s Affiliates
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	D. Quick Assets (the sum of lines A through C)
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	E. Aggregate value of Obligations to Bank
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	F. Aggregate value of liabilities that should, under GAAP, be
classified as liabilities on Borrower’s consolidated balance
sheet, including all Indebtedness, and not otherwise reflected
in line E above that matures within one (1) year
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	G. Current Liabilities (the sum of lines E and F)
	 	$	 	 
	 
	 	 	 
	 
	 	 	 	 
	H. Quick Ratio (line D divided by line G)
	 	 	 	 
	 
	 	 	 




Is line H equal to or greater than 2.0 to 1.0?




			
	 	 	 
	                     No, not in compliance
	 	                     Yes, in compliance







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