First Amendment to Loan and Security Agreement



 Exhibit 10.22 
  
 FIRST AMENDMENT 
 TO 
 LOAN AND SECURITY AGREEMENT 
  
 THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 24th day of
October, 2005, by and between Silicon Valley Bank (“Bank”) and California Micro Devices Corporation, a California corporation (“Borrower”) whose address is 490 N. McCarthy Boulevard #100., Milpitas, California 95035. 

 
 RECITALS 
  
 A. Bank and Borrower have entered into that certain Second Amended and
Restated Loan and Security Agreement dated as of September 29, 2004,(as the same may from time to time be 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 make certain 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. Continuation of Effectiveness of Loan Agreement. Notwithstanding the maturity of the Loan Agreement on the Revolving Maturity Date, the parties
hereto agree that the Loan Agreement has not terminated, but remains in full force and effect, and the rights and obligations of Bank and Borrower thereunder continue without interruption. 
  
 3. Amendments to Loan Agreement. 
  
 3.1 Section 2.3 (Interest Rate, Payments). The second sentence
of Section 2.3(b) of the Loan Agreement is amended and replaced in its entirety with the following: “Interest due on the Committed Revolving Line is payable on the 27th day of each month.” 







 3.2 Section 13 (Definitions). The definition of “Revolving Maturity Date”
set forth in Section 13.1 to the Loan Agreement is amended and replaced in its entirety as follows: 
  
 “Revolving Maturity Date” is September 27, 2006. 
  
 4. Limitation of Amendments. 
  
 4.1 The amendments set forth in Section 3, 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. 
  
 4.2 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. 
  
 5. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

  
 5.1 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; 
  
 5.2 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; 
  
 5.3 The organizational documents of
Borrower delivered to Bank on September 29, 2004 remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 
  
 5.4 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; 
  
 5.5 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; 







 5.6 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 
  
 5.7 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. 
  
 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 (a) the due execution and delivery to Bank of this Amendment by each party
hereto, and (b) Borrower’s payment of a loan fee in an amount equal to $10,000. 
  
 [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	 	California Micro Devices Corporation
				
	By:	 	 /s/ NINA DAVIES

	 	By:	 	 /s/ ROBERT V. DICKINSON


	Name:	 	Nina Davies	 	Name:	 	Robert V. Dickinson
	Title:	 	Relationship Manager	 	Title:	 	President & CEO