First Amendment to Second Amended and Restated Loan and Security Agreement



 Exhibit 10.27 
 FIRST AMENDMENT 
 TO 

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS FIRST AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”)
is entered into this 22nd day of April, 2011, by and
between SILICON VALLEY BANK (“Bank”) and PEREGRINE SEMICONDUCTOR CORPORATION, a Delaware corporation (“Borrower”) whose address is 9380 Carroll Park Drive, San Diego, CA 92121. 

RECITALS 
 A. Bank and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of June 23, 2010 (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
(i) lower the interest rate payable on the Equipment Advances. 
 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. Amendment to Loan Agreement. 
 2.1 Section 2.3 (Payment of Interest on the Credit Extensions). Section 2.3(a) (ii) is amended and restated in its entirety and replaced with the following: 

(ii) Equipment Advances. Subject to Section 2.3(b), the principal amount outstanding for each Equipment Advance shall accrue
interest at a fixed per annum rate equal to five and three quarters percent (5.75%) which interest shall be payable monthly. Notwithstanding the foregoing effective as of April 1, 2011, subject to Section 2.3(b), the principal amount
outstanding for each Equipment Advance shall accrue interest at a fixed per annum rate equal to four and three quarters percent (4.75%) which interest shall be payable monthly. 







 3. Limitation of Amendment. 

3.1 The amendments set forth in Section 2, above, is 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; 
 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. Integration. This Amendment and the Loan
Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements, All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of
this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. 
 6. 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. 
 7. Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto. 

[Signature page follows.] 







 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
	 	 PEREGRINE SEMICONDUCTOR

CORPORATION



 

											
	By:	  	 /s/ William T. O’Grady
	  		  	By:	  	 /s/ Joel Keller
	  	
	Name:	  	 William T. O’Grady
	  		  	Name:	  	 Joel Keller
	  	
	Title:	  	 Relationship Manager
	  		  	Title:	  	 Controller