Exhibit 10.20


 


THIRD AMENDMENT

TO

SECOND AMENDED AND RESTATED

LOAN 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 between
Silicon Valley Bank (“Bank”) and QUICKLOGIC
CORPORATION, a
Delaware corporation (“Borrower”) whose address is 1277 Orleans Drive,
Sunnyvale, California 94089-1138


 


RECITALS


 


Borrower and Bank have previously entered into that certain Second
Amended and Restated Loan and Security Agreement dated as of June 30, 2006
(as amended by that First Amendment to Second Amended and Restated Loan and
Security Agreement dated June 27, 2007, and that Second Amendment to
Second 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 Borrower
for the purposes permitted in
the Loan Agreement.


 


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


 


C.            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.             Amendments to Loan
Agreement.


 


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


 


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


 


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


 


2.2         Section 13
(Definitions). The following terms and their respective definitions
set forth in Section 13.1 are amended in their entirety and replaced with
the following:


 


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


 


“Revolving Maturity Date” is August 31,
2008.


 


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 Closing 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;


 


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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 on July 31, 2008.


 


[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

  	
  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