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EXHIBIT 10.8A
EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT is entered into on February 21, 1997 between
COAST BUSINESS CREDIT, a division of Southern Pacific Thrift & Loan Association
("Coast") and XICOR, INC. ("Borrower"), with reference to the following facts:
A. Coast and Borrower have entered into that certain Loan and
Security Agreement dated March 10, 1993 (as amended from time
to time, the "Loan Agreement"). (The Loan Agreement and all
other written documents, instruments and agreements between
Coast and the Borrower are herein referred to as the "Loan
Documents". All capitalized terms which are not defined in
this Agreement shall have the meaning set forth in the Loan
Agreement.)
B. The term of the Loan Agreement is due to expire on March 31,
1997, and the parties desire to extend the term of the Loan
Agreement on the terms and conditions set forth in this
Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. EXTENSION. The "initial renewal date" in Section 8 of the Loan
Agreement, is hereby deleted from Section 8 and replaced by
"March 31, 1998."
2. EXTENSION FEE. In consideration for Coast entering into this
Extension Agreement, the Borrower agrees to pay Coast an
extension fee in the amount of $40,000 (the "Extension Fee"),
in addition to all interest and other sums payable to Coast
hereunder or under the other Loan Documents, is fully earned
as of the date hereof and is not refundable. The Extension Fee
shall be payable upon the execution hereof. The obligation to
pay the Extension Fee shall be included in the "Obligations"
for all purposes of the Loan Documents.
3. REPRESENTATIONS TRUE; NO DEFAULTS. Without limiting any of the
terms or provisions of the Loan Documents, Borrower represents
and warrants to Coast that all representations and warranties
of the Borrower in the Loan Documents are true and correct and
that no Event of Default and no event which, with notice or
passage of time or both, would constitute an Event or Default
under any of the Loan Documents has occurred.
4. GENERAL PROVISIONS. This Extension Agreement sets forth in
full all of the representations and agreements of the parties
with respect to the subject matter hereof and supersedes all
prior discussions, representations, agreements and
understandings between the parties with respect to the subject
hereof. This Extension Agreement may not be modified or
amended, nor may any rights hereunder be waived, except in a
writing signed by the parties hereto. Except as herein
expressly modified or amended, all of the terms and provisions
of the Loan Agreement, and all other Loan Documents shall
continue in full force and effect and the same are hereby
ratified and confirmed. This Agreement is being entered into,
and shall be governed by the laws of the State of California.
COAST BUSINESS CREDIT, a division of XICOR, INC.
Southern Pacific Thrift & Loan Association
By: /s/ Edit Kondorosi By: /s/ Xxxxx X. Xxxxxx
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Title: Senior Vice President Title: Vice President
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