exv10w19






Exhibit 10.19




	 		
	C. M. (Christine) McCrady 

Senior Manager — Technology Banking
	 	Royal Bank of Canada

90 Sparks Street, 2nd Floor

Ottawa, Ontario K1P 5T6

Tel.: 613-564-4891

Fax: 613-564-2865

e-mail: christine.mccrady@rbc.com






August 27, 2010




Private and Confidential




Mr. Sohail Khan

Chief Executive Officer

SiGe Semiconductor Inc.

1050 Morrison Drive,
Suite 100 
Ottawa, Ontario K2H 8K7




Dear Sir:



We refer to the agreement dated October 15, 2009 between SiGe Semiconductor Inc., as the
“Borrower” and Royal Bank of Canada, as the “Bank” (the “Agreement”) and in particular
to the Credit Facilities, Other Facilities, Security and Financial Covenants sections as
well as the Terms and Conditions and Schedules “A” and “H” of the Agreement.



The Bank reserves all of its rights and remedies at any time and from time to time in
connection with any or all breaches, defaults or Events of Default now existing or
hereafter arising under any Bank document, and whether known or unknown, and this
amending agreement shall not be construed as a waiver of any such breach, default or
Event of Default.



All capitalized terms not otherwise defined herein shall have the meaning ascribed to
them in the Agreement. 


The Agreement is amended as follows:





	1.	 	The amount of Facility (1) under the CREDIT FACILITIES section is
increased from US$7,500,000 to
US$10,000,000 and the sentence “Total advances outstanding under this facility and
Facility (2) shall not
exceed US$7,500,000” is deleted.
	 
	2.	 	The following paragraph is deleted from the Availability clause of
Facility (1) under the CREDIT
FACILITIES section:
	 
	 	 	The aggregate Borrowings outstanding under this facility plus the aggregate Borrowings
outstanding under Facility (2) must not exceed US$7,500,000 at any time.





SRF No.: 667 380 448


 









 











					
	SiGe Semiconductor Inc.
	 	Page 2
	 	August 27, 2010
	 






	3.	 	The interest rate for RBP loans under Facility (2) of the CREDIT FACILITIES
section is decreased from
RBP + 2.45% to RBP + 2.10% and the sentence “Total advances outstanding under this facility and
Facility (1) shall not exceed US$7,500,000” is deleted.
	 
	4.	 	The following paragraph is deleted from the Repayment clause of Facility (2) under
the CREDIT
FACILITIES section:
	 
	 	 	The aggregate Borrowings outstanding under this facility plus the aggregate Borrowings
outstanding under Facility (1) must not exceed US$7,500,000 at any time.
	 
	5.	 	The amount of the VISA Business under paragraph (a) of the OTHER FACILITIES section
is decreased
from US$280,000 to US$250,000.
	 
	6.	 	The Guarantee and postponement of claim in the amount of $10,000,000 signed by SiGe
Semiconductor Canada under paragraph (c) of the SECURITY section is deleted and a Guarantee and
postponement of
claim in the amount of $12,000,000 signed by SiGe Semiconductor Canada is added. The general
security agreement constituting a first ranking security interest on all its personal property
is retained.
	 
	7.	 	The FINANCIAL COVENANTS section is amended and restated as follows:
	 
	 	 	FINANCIAL COVENANTS
	 
	 	 	Without affecting or limiting the right of the Bank to terminate or demand payment of, or
cancel or restrict availability of any unutilized portion of any demand or other discretionary
facility, or while Borrowings remain outstanding under any term facility, the Borrower
covenants and agrees with the Bank that the Borrower will maintain on a consolidated basis, to
be measured as at the end of each fiscal quarter, a ratio of Funded Debt to EBITDA, calculated
on a rolling 4 quarters basis for the fiscal quarter then ended and the immediately preceding 3
fiscal quarters, of not greater than 3.00:1.
	 
	8.	 	Under the TERMS AND CONDITIONS, the REPAYMENT section is amended by the addition of the
following paragraph:
	 
	 	 	In the case of any reducing term loan and/or reducing term facility (“Reducing Term
Loan/Facility”), provided that nothing contained in this paragraph shall confer any right of
renewal or extension upon the Borrower, the Borrower and the Bank agree that, at the Bank’s
option, the Bank may provide a letter (“Renewal Letter”) to the Borrower setting out the terms
upon which the Bank is prepared to extend the Reducing Term Loan/Facility. In the event that the
Bank provides a Renewal Letter to the Borrower and the Reducing Term Loan/Facility is not repaid
on or before the Maturity Date of the applicable Reducing Term Loan/Facility, then at the Bank’s
option the Reducing Term Loan/Facility shall be automatically renewed on the terms set out in
the Renewal Letter and the terms of this Agreement shall be amended accordingly.
	 
	9.	 	The following definitions are added to Schedule “A” as follows:
	 
	 	 	“EBITDA” means, for any fiscal period, net income from continuing operations (excluding
extraordinary gains or losses) plus, to the extent deducted in determining net income, Interest
Expense and income taxes accrued during, and depreciation, depletion and amortization expenses
deducted for, the period;
	 
	 	 	“Funded Debt” means, at any time for the fiscal period then ended, all obligations for borrowed
money which bears interest or to which interest is imputed plus, without duplication, all
obligations for the deferred payment of the purchase of property, all capital lease obligations
and all indebtedness secured by purchase money security interests, but excluding Postponed
Debt;
	 
	 	 	“Interest Expense” means, for any fiscal period, the aggregate cost of advances of credit
outstanding during that period including, without limitation, interest charges, capitalized
interest, the interest component of capital leases, fees payable in respect of letters of
credit and letters of guarantee and discounts incurred and fees payable in respect of bankers’
acceptances;




 









 











					
	SiGe Semiconductor Inc.
	 	Page 3
	 	August 27, 2010
	 






	 	 	 	“Postponed Debt” means indebtedness that is fully postponed and subordinated, both as to
principal and interest, on terms satisfactory to the Bank, to the obligations owing to the Bank
hereunder;
	 
	 	10.	 	Schedule “H” is amended and attached herewith.





LIFE AND DISABILITY INSURANCE



The Borrower acknowledges that the Bank has offered it insurance on the Borrowings under Business
Loan Insurance Plan Policy 51000 (“Policy”) issued by Sun Life Assurance Company of Canada to the
Bank and the Borrower hereby waives this offer or acknowledges it is ineligible for this offer and
acknowledges that Borrowings are not insured under the Policy as at the date of acceptance of this
Agreement.



If there are any discrepancies between the insurance information above, and the Business Loan
Insurance Plan documents regarding the Borrowings, the Business Loan Insurance Plan documents
govern.



Business Loan Insurance Plan premiums, if applicable, are taken with your scheduled loan payments.
In the case of blended payments of principal and interest, as premiums fluctuate based on various
factors such as, by way of example, the age of the insured and changes to the insured loan
balance, a part of the premium payment may be deducted and taken from the scheduled blended loan
payment with the result that the amortization period may increase in the case of any such loan to
which this coverage applies. Refer to the Business Loan Insurance Plan application (form 3460 Eng
or 53460 Fr) for further explanation and disclosure.




CONDITIONS PRECEDENT



The effectiveness of this amending agreement is conditional upon receipt of:





	 	a)	 	a duly executed copy of this amending agreement;
	 
	 	b)	 	the Security provided for herein, registered, as required, to the satisfaction of the
Bank;
	 
	 	c)	 	such financial and other information or documents relating to the Borrower or
any Guarantor if
applicable as the Bank may reasonably require;
	 
	 	d)	 	such other authorizations, approvals, opinions and documentation as
the Bank may
reasonably require.




Additionally, all documentation to be received by the Bank shall be in form and substance
satisfactory to the Bank.




ANNUAL REVIEW FEE



A non-refundable annual review fee of $2,500 is payable by the Borrower upon acceptance of this
amending agreement or as agreed upon between the Borrower and the Bank.




COUNTERPART EXECUTION



This amending agreement may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together constitute one and the same instrument.



All other terms and conditions outlined in the Agreement remain unchanged and in full force and
effect.





 









 







					
	SiGe Semiconductor Inc.
	 	Page 4
	 	August 27, 2010
	 




This amending agreement is open for acceptance until September 27, 2010, after which
date it will be null and void, unless extended in writing by the Bank.




	 	 	 	 	 
	Yours truly,



ROYAL BANK OF CANADA

 	 	 
	/s/ Christine McCrady
 	 	 
	Christine McCrady 	 	 
	Senior Manager 	 	 
	 



	 	 	 	 	 
	Agreed to and accepted this 22 day of September 2010.



SIGE SEMICONDUCTOR INC

 	 
	Per: 	 /s/ William H. Burke
 	 
	 	Name:  	WILLIAM H. BURKE 	 
	 	Title:  	CFO 	 
	 
	 	 	 
	 Per: 	              /s/ Jeff Kushner
 	 
	 	Name:  	 JEFF KUSHNER 	 
	 	Title:  	CONTROLLER 	 
	 


I/We have the authority to bind the Borrower.



We acknowledge and confirm our agreement with the foregoing terms and conditions,
as Guarantors, as of September 22, 2010.




	 	 	 	 	 	 	 	 	 	 	 

	SIGE SEMICONDUCTOR, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ Sohail Khan
	 	 	 	Per:	 	/s/ William H. Burke 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: SOHAIL KHAN
	 	 	 	 	 	Name:	 	 
	 

	 	Title: CEO
	 	 	 	 	 	Title:	 	 





I/We have the authority to bind the Guarantor.




SIGE SEMICONDUCTOR CANADA, general partnership




	 	 	 	 	 	 	 	 	 	 	 

	Per: SIGE SEMICONDUCTOR INC.	 	 	 	Per: SIGE HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Per:

	 	/s/ William H. Burke
	 	 	 	Per:	 	/s/ William H. Burke 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Per:

	 	/s/ Stephen J. Kovacic
	 	 	 	Per:	 	/s/ Stephen J. Kovacic 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: STEPHEN J. KOVACIC
	 	 	 	 	 	Name: STEPHEN J. KOVACIC	 	 
	 

	 	Title:   Director
	 	 	 	 	 	Title:   Director	 	 





I/We have the authority to bind the Guarantor.



 









 






Schedule “H” to the Agreement dated October 15, 2009 and amended on August 27, 2010 between SiGe
Semiconductor Inc., as Borrower, and Royal Bank of Canada, as the Bank.




COMPLIANCE CERTIFICATE





	I,
                                                           , representing SiGe Semiconductor, Inc., hereby certify as of
                                         20       (insert last day of fiscal quarter):
	 
	1.	 	I am familiar with and have examined the provisions of the Agreement dated October 15, 2009
and
amended on August 27, 2010 between SiGe Semiconductor Inc., as Borrower, and Royal Bank of
Canada
as the Bank, and have made reasonable investigations of corporate records and inquiries of other
officers
and senior personnel of the Borrower and any Guarantor if applicable. Terms defined in the
Agreement
have the same meanings where used in this certificate.
	 
	2.	 	The representations and warranties contained in the Agreement are true and correct.
	 
	3.	 	No event or circumstance has occurred which constitutes or which, with the giving of notice,
lapse of time,
or both, would constitute an Event of Default or a breach of any covenant or other term or
condition of this
Agreement and there is no reason to believe that during the next fiscal quarter of SiGe
Semiconductor, Inc.,
any such event or circumstance will occur.
	 
	4.	 	Calculated on a consolidated basis
	 
	 	 	The ratio of Funded Debt to EBITDA, calculated on a rolling 4 quarters basis for the fiscal
quarter then
ended and the immediately preceding 3 fiscal quarters is __________:1, being not greater than 3.00:1, the
required ratio.
	 
	5.	 	No assets of SiGe Semiconductor, Inc. have been pledged without the prior written consent of the
Bank;
	 
	6.	 	The detailed calculations of the foregoing ratio and covenants is set forth in the addendum
annexed hereto
and are true and correct in all respects.





Dated this       day of                     , 20      .




	 	 	 	 	 
	SIGE SEMICONDUCTOR, INC.



	 	 
	Per: 	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	Per: 	
 	 
	 	Name:  	 	 
	 	Title: