NOVATEL WIRELESS, INC.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of December
21, 2000, by and between VENTURE BANKING GROUP, a division of Cupertino National Bank ("Bank")
and NOVATEL WIRELESS, INC. ("Borrower").
A. Bank and Borrower are parties to that certain Loan and Security Agreement dated as of October 12, 1999
(as amended, supplemented, or otherwise modified, the "Original Agreement").
B. Borrower and Bank wish to amend and restate, without novation, the terms of the Original Agreement. This
Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the
amounts owing to Bank.
The parties agree as follows:
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:
"Accounts" means all presently existing and hereafter arising accounts, contract rights, and all other forms of
obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing
of software and other technology) or the rendering of services by Borrower, whether or not earned by
performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise
returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing.
"Adjusted Net Worth" means Net Worth plus the book value of the Minority Interest.
"Advance" or "Advances" means a cash advance or cash advances under the Revolving Facility.
"Affiliate" means, with respect to any Person, any Person that owns or controls directly or indirectly such Person,
any Person that controls or is controlled by or is under common control with such Person, and each of such
Person's senior executive officers, directors, and partners.
"Bank Expenses" means all: reasonable costs or expenses (including reasonable attorneys' fees and