Exhibit 10.19


 


SECOND AMENDMENT

TO

SECOND AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT


 


THIS SECOND AMENDMENT to
Second Amended and Restated Loan and Security Agreement (this “Amendment”) is
entered into this 27th day of June, 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


 


A.            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
the Second Amended and Restated Loan and Security Agreement dated June 27,
2007, and as the same may from time to time be further amended, modified,
supplemented or restated, collectively, 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) extend the Revolving Line Maturity Date, and
(ii) make certain other revisions to the Loan Agreement as more fully set
forth herein.


 


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.             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 Borrower shall not be required to comply with this Section 6.8(i)


 


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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) July 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 July 31,
2008.


 


“Revolving Maturity Date” is
July 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 June 27,
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/ Rick Freeman

  	
   

  	
  By:

  	
  /s/ Carl M. Mills

  	
   

  
	
  Name:

  	
  Rick Freeman

  	
   

  	
  Name:

  	
  Carl M. Mills

  	
   

  
	
  Title:

  	
  Relationship Manager

  	
   

  	
  Title:

  	
  VP Finance & CFO

  	
   

  
											



 


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