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Exhibit 10.22  


 
  FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT    
    



        This Fourth Amendment to Loan and Security Agreement (this "Amendment") is entered into as of June 5, 2007, by and between COMERICA BANK ("Bank") and
SCIENTIFIC LEARNING CORPORATION ("Borrower"). 


RECITALS  


        Borrower and Bank are parties to that certain Loan and Security Agreement dated as of January 15, 2004, as amended from time to time including by that
certain First Amendment to Loan and Security Agreement dated as of September 29, 2004, that certain Second Amendment to Loan and Security Agreement dated as of December 2, 2005 and that
certain Third Amendment to Loan and Security Agreement dated as of September 5, 2006 (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.     The
following defined terms in Section 1.1 of the Agreement hereby are added, amended or restated as follows: 



        "Revolving
Maturity Date" means December 2, 2008. 




        2.     Section
2.5(a) of the Agreement is hereby amended and restated in its entirety to read as follows: 



        "(a)    A
fee equal to one quarter of one percent (0.25%) of the difference between the amount then available under the Revolving Line pursuant to Section 2.1(a)(i) and
the average outstanding daily balance thereunder during the term hereof, paid quarterly in arrears; and" 




        3.     A
new sentence is hereby added to the end of Section 6.3 of the Agreement as follows: 



        "Notwithstanding
the foregoing, if the aggregate amount of outstanding Advances is less than One Million Dollars ($1,000,000) all financial statements and other reporting items in this
Section 6.2 which are required to be delivered to Bank on a monthly basis, shall instead be delivered to Bank on a quarterly basis." 




        4.     A
new sentence is hereby added to the end of Section 6.8 of the Agreement as follows: 



        "The
foregoing covenant shall be measured (i) as of the last day of each calendar month when at least One Million Dollars ($1,000,000) of Advances are outstanding and
(ii) as of the last day of each calendar quarter when less than One Million Dollars ($1,000,000) of Advances are outstanding." 




        5.     Section
6.9 of the Agreement is hereby amended and restated in its entirety to read as follows: 



        "6.9    Measured
as of (i) the last day of each month if at least One Million Dollars ($1,000,000) of Advances are outstanding or (ii) the last day of each
quarter if less than One Million Dollars ($1,000,000) of Advances are outstanding, if Borrower's Adjusted Quick Ratio (calculated pursuant to Section 6.8) is less than 1.75 to 1.00, Borrower
shall maintain an Effective Tangible Net Worth greater than or equal to One Dollar ($1.00)." 



1







 

        6.     Section
11 of the Agreement hereby is amended and restated in its entirety to read as follows: 



        "11.    CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.


        This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Each of Borrower
and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY
JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES." 




        7.     Exhibit D
to the Agreement is hereby replaced with Exhibit D attached hereto. 


        8.     The
Schedule to the Agreement is hereby replaced with the Schedule attached hereto. 



        9.     No
course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single
or partial exercise of any such right shall not preclude any later exercise of any such right. Bank's failure at any time to requires strict performance by Borrower of any provision shall not affect
any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank. 


        10.   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 affect 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. 


        11.   Borrower
represents and warrants that the Representations and Warranties contained in the Agreement as qualified by the Schedule are true and correct as of the date of
this Amendment, and that no Event of Default has occurred and is continuing. 


        12.   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)   a
Certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment; 


        (c)   as
amendment fee in the amount of $6,500, which may be debited from any of Borrower's accounts; 


        (d)   all
reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts; and 


        (e)   such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate. 




        13.   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. 


2










        IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written. 



	 	 	SCIENTIFIC LEARNING CORPORATION
	

 	
 	

By:	

/s/  JANE A. FREEMAN      

	

 	
 	

Title:	

SVP & CFO

	

 	
 	

COMERICA BANK
	

 	
 	

By:	

/s/  RAMESH BART      

	

 	
 	

Title:	

VP





[Signature Page to Fourth Amendment to Loan & Security Agreement]  








Corporation Resolutions and Incumbency Certification

Authority to Procure Loans  


I
certify that I am the duly elected and qualified Secretary of SCIENTIFIC LEARNING CORPORATION; that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of
the Corporation in accordance with its bylaws and applicable statutes. 


Copy of Resolutions:  


Be
it Resolved, That: 


        1.     Any
one (1) of the following Chief Financial Officer, Controller or General Counsel (insert titles only) of the Corporation are/is authorized, for, on behalf of, and in
the name of the Corporation to: 



        (a)   Negotiate
and procure loans, letters of credit and other credit or financial accommodations from Comerica Bank ("Bank"), a Michigan banking corporation, including,
without limitation, that certain Loan and Security Agreement dated as of January 15, 2004, as amended from time to time including by that certain First Amendment to Loan and Security Agreement
dated as of September 29, 2004, that certain Second Amendment to Loan and Security Agreement dated as of December 2, 2005 and that certain Third Amendment to Loan and Security Agreement
dated as of September 5, 2006 and that certain Fourth Amendment to Loan and Security Agreement dated as of June 5, 2007. 


        (b)   Discount
with the Bank, commercial or other business paper belonging to the Corporation made or drawn by or upon third parties, without limit as to amount; 



        (c)   Purchase,
sell, exchange, assign, endorse for transfer and/or deliver certificates and/or instruments representing stocks, bonds, evidences of Indebtedness or other
securities owned by the Corporation, whether or not registered in the name of the Corporation; 


        (d)   Give
security for any liabilities of the Corporation to the Bank by grant, security interest, assignment, lien, deed of trust or mortgage upon any real or personal
property, tangible or intangible of the Corporation; and 


        (e)   Execute
and deliver in form and content as may be required by the Bank any and all notes, evidences of Indebtedness, applications for letters of credit, guaranties,
subordination agreements, loans and security agreements, financing statements, assignments, liens, deeds of trust, mortgages, trust receipts and other agreements, instruments or documents to carry out
the purposes of these Resolutions, any or all of which may relate to all or to substantially all of the Corporation's property and assets. 




        2.     Said
Bank be and it is authorized and directed to pay the proceeds of any such loans or discounts as directed by the persons so authorized to sign, whether so payable to
the order of any of said persons in their individual capacities or not, and whether such proceeds are deposited to the individual credit of any of said persons or not; 



        3.     Any
and all agreements, instruments and documents previously executed and acts and things previously done to carry out the purposes of these Resolutions are ratified,
confirmed and approved as the act or acts of the Corporation. 


        4.     These
Resolutions shall continue in force, and the Bank may consider the holders of said offices and their signatures to be and continue to be as set forth in a certified
copy of these Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the Bank (such notice to have no effect on any action previously taken by the Bank in
reliance on these Resolutions). 


        5.     Any
person, corporation or other legal entity dealing with the Bank may rely upon a certificate signed by an officer of the Bank to effect that these Resolutions and any
agreement, 










instrument
or document executed pursuant to them are still in full force and effect and binding upon the Corporation. 


        6.     The
Bank may consider the holders of the offices of the Corporation and their signatures, respectively, to be and continue to be as set forth in the Certificate of the
Secretary of the Corporation until notice to the contrary in writing is duly served on the Bank. 


I
further certify that the above Resolutions are in full force and effect as of the date of this Certificate; that these Resolutions and any borrowings or financial accommodations under these
Resolutions have been properly noted in the corporate books and records, and have not been rescinded, annulled, revoked or modified; that neither the foregoing Resolutions nor any actions to be taken
pursuant to them are or will be in contravention of any provision of the articles of incorporation or bylaws of the Corporation or of any agreement, indenture or other instrument to which the
Corporation is a party or by which it is bound; and that neither the articles of incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to which the Corporation
is a party or by which it is bound require the vote or consent of shareholders of the Corporation to authorize any act, matter or thing described in the foregoing Resolutions. 


I
further certify that the following named persons have been duly elected to the offices set opposite their respective names, that they continue to hold these offices at the present time, and that the
signatures which appear below are the genuine, original signatures of each respectively: 


(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)  



	NAME (Type or Print)
	 	TITLE
	 	SIGNATURE

	Jon Corbett	 	Controller	 	/s/  JON CORBETT      

	

Jane Freeman	
 	

CFO	
 	

/s/  JANE FREEMAN      

	

Linda Caroloni	
 	

VP/General Counsel	
 	

/s/  LINDA CAROLONI      






In
Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where available) of said Corporation to be affixed on June 5, 2007. 



	 	 	/s/  LINDA L. CAROLONI      
 Secretary
	

The Above Statements are Correct.	
 	

/s/  JANE A FREEMAN      
 SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE, A SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO
SIGN ALONE.





Failure
to complete the above when the Secretary is authorized to sign alone shall constitute a certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of the
Corporation. 


[SEAL]












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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT