exv10w11






Exhibit 10.11




AMENDMENT

TO

LOAN AND SECURITY AGREEMENT




     This
Amendment to Loan and Security Agreement is entered into as of March 26, 2008, by and
among United Commercial Bank (the “Agent”), and NextG Networks, Inc., a Delaware corporation, NextG
Networks Of California, Inc., a Delaware corporation, NextG Networks Of NY, Inc., a Delaware
corporation, NextG Networks Of Illinois, Inc., a Delaware corporation, and NextG Networks Atlantic
Inc., a Virginia corporation (each referred to individually as a “Borrower” and collectively, as the
“Borrowers”)



RECITALS




     Borrowers
and Agent are parties to that certain Loan and Security Agreement dated as of
January 10, 2008, as amended from time to time (the “Agreement”.) The parties desire to amend the
Agreement in accordance with the terms of this Amendment.



AGREEMENT 




     NOW, THEREFORE, the parties agree as follows:


1. The following defined terms in
Section 1.1 are added or amended to read as
follows:




     “Revolving Line” means Credit Extensions of up to ten million dollars
($10,000,000)



     “Term Facility” means Credit Extensions of up to fifty million dollars
($50,000,000)


2. All references to “$5,000,000” or “Five Million” in Exhibit D-l to the Agreement is hereby
replaced with
“$10,000,000” or “Ten Million” respectively, reflecting the increase
to the Revolving Line



3. All references to “$55,000,000” or “Fifty Five Million” in Exhibit D-2 to the Agreement is hereby replaced
with “$50,000,000” or “Fifty Million” respectively, reflecting the
decrease to the Term Facility



4. 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 remains in full force and effect in
accordance with its
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. Borrower
ratifies and reaffirms
the continuing effectiveness of all instruments, documents and agreements entered into in
connection with the
Agreement.



5. Borrower represents and warrants that the representations and warranties contained in the
Agreement are
true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.



6. 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.



7. 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 Borrowers;




               (b) the Amendment to Promissory Notes, duly executed by Borrowers; and



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



 









 





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



	 	 	 	 	 
	 	Borrowers:



NextG Networks, Inc.,

a Delaware Corporation

 	 
	 	By:  	/s/ Hab Siam
 	 
	 	 	Hab Siam 	 
	 	 	General Counsel & Corporate Secretary 	 
	 



	 	 	 	 	 
	 	NextG Networks of California, Inc., 

a Delaware Corporation

 	 
	 	By:  	/s/ Hab Siam
 	 
	 	 	Hab Siam 	 
	 	 	General Counsel & Corporate Secretary 	 
	 



	 	 	 	 	 
	 	NextG Networks of NY, Inc.,

a Delaware Corporation

 	 
	 	By:  	/s/ Hab Siam
 	 
	 	 	Hab Siam 	 
	 	 	General Counsel & Corporate Secretary 	 
	 



	 	 	 	 	 
	 	NextG Networks of Illinois, Inc.,

a Delaware Corporation

 	 
	 	By:  	/s/ Hab Siam
 	 
	 	 	Hab Siam 	 
	 	 	General Counsel & Corporate Secretary 	 
	 



	 	 	 	 	 
	 	NextG Networks Atlantic Inc.,

a Virginia Corporation

 	 
	 	By:  	/s/ Hab Siam
 	 
	 	 	Hab Siam 	 
	 	 	General Counsel & Corporate Secretary 	 



 









 







	 	 	 	 	 
	 	AGENT:



UNITED COMMERCIAL BANK

 	 
	 	By:  	/s/ Yu-Fu Lin
 	 
	 	 	Name:  	Yu-Fu Lin 	 
	 	 	Title:  	FVP & Relationship Manager 	 



 









 







	 	 	 	 	 
	 	Lender:



United Commercial bank

 	 
	 	By:  	/s/ Yu-Fu Lin
 	 
	 	 	Name:  	Yu-Fu Lin 	 
	 	 	Title:  	FVP & Relationship Manager
	 
	 
	 	Pro Rata Share: 58.33%
Credit Commitment: $35,000,000 	 
	 



 









 






	 	 	 	 	 	 
	 	Lender: 



EastWest Bank

 	 	 
	 	By:  	/s/ Thomas Chen
 	3/25/08	 
	 	 	Name:  	Thomas Chen 	 	 
	 	 	Title:  	FVP & Manager
 	 	 
	 
	 	Pro Rata Share: 41.67%
Credit Commitment: $25,000,000