Prepared by R.R. Donnelley Financial -- Amendment dated 08/26/2003 to Loan Agreement



 Exhibit 10.1 
  
 FIFTH AMENDMENT 
 TO 
 LOAN AGREEMENT 
  
 This Fifth Amendment to Loan Agreement is entered into as of August 26, 2003 (the “Amendment”), by and between COMERICA BANK, successor in
interest to COMERICA BANK—CALIFORNIA (“Bank”) and LOGICVISION, INC. (“Borrower”). 
  
 RECITALS 
  
 Borrower and Bank are parties to that certain Amended and Restated Loan Agreement dated as of December 19, 2001, as amended, including without limitation by that certain First Amendment to Loan and Security Agreement dated as of June 25,
2002, that certain Second Amendment to Loan and Security Agreement dated as of August 06, 2002, that certain Third Amendment to Loan Agreement dated as of December 16, 2002, and that certain Fourth Amendment to Loan Agreement dated as of February
11, 2003 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment. 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Section 6.10 of the Agreement is hereby amended in its entirety to read as follows: 
  
 6.10 Quarterly Net Loss; Profitability. Borrower shall not suffer a quarterly net loss in excess of
(i) Four Million Dollars ($4,000,000) for the fiscal quarter ending on March 31, 2003, (ii) Four Million Five Hundred Thousand Dollars ($4,500,000) for the fiscal quarter ending on June 30, 2003, (iii) Four Million Three Hundred Fifty Thousand
Dollars ($4,350,000) for the fiscal quarter ending on September 30, 2003, and (iv) Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) for the fiscal quarter ending on December 31, 2003. Borrower shall show a net profit of at least $1.00 for
the fiscal quarter ending on March 31, 2004 and for each quarter thereafter. 
  
 2. The Compliance Certificate to be delivered after the date of this Amendment shall be in the form of Exhibit C attached hereto. 
  
 3. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The
Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance
of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of the Agreement
and all instruments, documents and agreements entered into in connection with the Agreement. 
  
 4. Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is
continuing. 
  
 5. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 
  
 6. As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: 

 
 (a) this Amendment, duly executed by Borrower;








 (b) an amendment fee equal to $2,500, which shall be nonrefundable, plus an amount equal
to all Bank Expenses incurred through the date of this Amendment; and 
  
 (c) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. 
  
 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written. 
  

	LOGICVISION, INC.
		
	By:	 	/s/    BRUCE M. JAFFE
	 	

	Title:	 	 Vice President


	
	COMERICA BANK
		
	By:	 	/s/    GUY SIMPSON
	 	

	Title:	 	 Assistant Vice President




  

 2 








 EXHIBIT C 
 COMPLIANCE CERTIFICATE 
  
 TO: COMERICA BANK 
  
 FROM: LogicVision, Inc. 

 
         The undersigned authorized
officer of LogicVision, Inc. hereby certifies that in accordance with the terms and conditions of the Amended and Restated Loan Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period
ending                          with all required covenants except as noted below and (ii) all representations and
warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with
Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes. 
  
 Please indicate compliance status by circling Yes/No under “Complies” column. 

 

	 Reporting Covenant

	  	 Required

	  	 Complies


	 Company prepared financial statements (Consolidated and Consolidating)
	  	Quarterly within 45 days	  	Yes	  	No
	 Annual CPA Audited; Consolidated and Consolidating)
	  	FYE within 90 days	  	Yes	  	No
	 10K and 10Q
	  	On the date of delivery to the Securities Exchange Commission	  	Yes	  	No
				
	 Financial Covenant

	  	 Required

	  	 Actual

	  	 Complies


	 Maintain on a Quarterly Basis:
	  	 	  	 	  	 	  	 
	 Minimum Unrestricted Cash
	  	 $25,000,000
	  	 $________
	  	Yes	  	No
	 Total Liabilities / Tangible Net Worth
	  	 0.50:1.00
	  	 ______: 1.00
	  	Yes	  	No
	 Net Loss; Profitability
	  	 *
	  	 $________
	  	Yes	  	No

  
 * Borrower shall not suffer a
quarterly net loss in excess of (i) Four Million Dollars ($4,000,000) for the fiscal quarter ending on March 31, 2003, (ii) Four Million Five Hundred Thousand Dollars ($4,500,000) for the fiscal quarter ending on June 30, 2003, (iii) Four Million
Three Hundred Fifty Thousand Dollars ($4,350,000) for the fiscal quarter ending on September 30, 2003, and (iv) Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) for the fiscal quarter ending on December 31, 2003. Borrower shall show a net
profit of at least $1.00 for the fiscal quarter ending on March 31, 2004 and for each quarter thereafter. 
  

	 	

	 Comments Regarding Exceptions: See Attached.
  
 Sincerely,
  
 _______________________________________________
 SIGNATURE
  
 _______________________________________________
 TITLE
  
 _______________________________________________
 DATE
	 	 BANK USE ONLY
  
 Received by: ____________________________________
 AUTHORIZED
SIGNER
  
 Date: __________________________________________
  
 Verified: _______________________________________
 AUTHORIZED SIGNER
  
 Date: __________________________________________
  
 Compliance
Status                                Yes       
 No

	 	


  

 3