**Exhibit 10.20**

 

**THIRD AMENDMENTTOSECOND AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT**

 

**THIS THIRD AMENDMENT** to Second Amended and Restated Loan and Security Agreement(this “Amendment”) is entered into this 31st day of July, 2008, by and betweenSilicon Valley Bank (“Bank”) and **QUICKLOGICCORPORATION,** aDelaware corporation (“Borrower”) whose address is 1277 Orleans Drive,Sunnyvale, California 94089-1138

 

**RECITALS**

 

Borrower and Bank have previously entered into that certain SecondAmended and Restated Loan and Security Agreement dated as of June 30, 2006(as amended by that First Amendment to Second Amended and Restated Loan andSecurity Agreement dated June 27, 2007, and that Second Amendment toSecond Amended and Restated Loan and Security Agreement dated June 27,2008, and as the same may from time to time be further amended, modified,supplemented or restated, collectively, the “Loan Agreement”).

 

**A.**            Bank has extended credit to Borrowerfor the purposes permitted inthe Loan Agreement.

 

**B.**            Borrower has requested that Bankamend the Loan Agreement to extend both the Second Equipment Availability EndDate and the Revolving Maturity Date as more fully set forth herein.

 

**C.**            Bank has agreed to so amend certainprovisions of the Loan Agreement, but only to the extent, in accordance withthe terms, subject to the conditions and in reliance upon the representationsand warranties set forth below.

 

**AGREEMENT**

 

**NOW,****THEREFORE,** in consideration of the foregoingrecitals and other good and valuable consideration, the receipt and adequacy ofwhich is hereby acknowledged, and intending to be legally bound, the partieshereto agree as follows:

 

**1**.             **Definitions**.Capitalized terms used but not defined in this Amendment shall have themeanings given to them in the Loan Agreement.

 

**2.             Amendments to LoanAgreement.**

 

**2.1       Section 6.8(Financial Covenants).     **Section 6.8(i) isamended in its entirety and replaced with the following:

 

**(i)            Tangible Net Worth.** A Tangible Net Worth of at least $28,000,000;providedhowever,commencing as of June 27, 2008, Bank shall not measure and

 

1

----

 

Borrower shall not be required to comply with this Section 6.8(i) untilsuch time as the earlier of (a) Bank and Borrower agreeing to andexecuting a further amendment to the Loan Agreement setting forth a new minimumTangible Net Worth covenant amount, and(b) August 31, 2008.

 

**2.2         Section 13(Definitions).**The following terms and their respective definitionsset forth in Section 13.1 are amended in their entirety and replaced withthe following:

 

**“Second Equipment Availability End Date”**isthe period of time from the Second Equipment Line Closing Date through August 31,2008.

 

**“Revolving Maturity Date”**is August 31,2008.

 

**3.           Limitationof Amendments.**

 

**3.1**         The amendments set forth in **Section 2,**above,are effective for the purposes set forth herein and shall be limited preciselyas 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) otherwiseprejudice any right or remedy which Bank may now have or may have in the futureunder or in connection with any Loan Document.

 

**3.2        **ThisAmendment shall be construed in connection with and as part of the Loan Documentsand all terms, conditions, representations, warranties, covenants andagreements set forth in the Loan Documents, except as herein amended, arehereby ratified and confirmed and shall remain in full force and effect.

 

**4.           Representationsand Warranties.     **To induce Bankto enter into this Amendment, Borrower hereby represents and warrants to Bankas follows:

 

**4.1        **Immediatelyafter giving effect to this Amendment (a) the representations andwarranties contained in the Loan Documents are true, accurate and complete inall material respects as of the date hereof (except to the extent suchrepresentations and warranties relate to an earlier date, in which case theyare true and correct as of such date), and (b) no Event of Default hasoccurred and is continuing;

 

**4.2        **Borrowerhas the power and authority to execute and deliver this Amendment and toperform its obligations under the Loan Agreement, as amended by this Amendment;

 

**4.3        **Theorganizational documents of Borrower delivered to Bank on the Closing Dateremain true, accurate and complete and have not been amended, supplemented orrestated and are and continue to be in full force and effect;

 

**4.4        **Theexecution and delivery by Borrower of this Amendment and the performance byBorrower of its obligations under the Loan Agreement, as amended by thisAmendment, have been duly authorized;

 

2

----

 

**4.5**         The execution and delivery byBorrower of this Amendment and the performance by Borrower of its obligationsunder the Loan Agreement, as amended by this Amendment, do not and will notcontravene (a) any law or regulation binding on or affecting Borrower, (b) anycontractual restriction with a Person binding on Borrower, (c) any order,judgment or decree of any court or other governmental or public body orauthority, or subdivision thereof, binding on Borrower, or (d) theorganizational documents of Borrower;

 

**4.6**         The execution and delivery byBorrower of this Amendment and the performance by Borrower of its obligationsunder the Loan Agreement, as amended by this Amendment, do not require anyorder, consent, approval, license, authorization or validation of, or filing,recording or registration with,or exemption by any governmental or public body or authority, or subdivisionthereof, binding on either Borrower, except as already has been obtained ormade; and

 

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

 

**5.**           **Counterparts.** ThisAmendment may be executed in any number of counterparts and all of suchcounterparts taken together shall be deemed to constitute one and the sameinstrument.

 

**6.           Effectiveness.**ThisAmendment shall be deemed effective on July 31, 2008.

 

[Signature page follows.]

 

3

----

 

**IN WITNESS WHEREOF,** the parties hereto havecaused this Amendment to be duly executed and delivered as of the date firstwritten above.

 
| **BANK** | **BORROWER** |   |
|----------|--------------|--------|

 
| Silicon Valley Bank | QuickLogic Corporation |   |
|---------------------|------------------------|--------|
|                |                   |   |
|                |                   |   |
| By:                 | /s/ Robert Hartinger   |   | By: | /s/ Carl M. Mills |   |
| Name:               | Robert Hartinger       |   | Name: | Carl M. Mills |   |
| Title:              | Managing Director      |   | Title: | VP Finance & CFO |   |
|                     |                        |        |  |  |  |  |  |  |  |  |

** **

----