RAMTRON INTERNATIONAL CORP
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>f8k6292009ex10-59.txt
<DESCRIPTION>SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
<TEXT>
Exhibit 10.59

                                 SIXTH AMENDMENT
                                       TO
                           LOAN AND SECURITY AGREEMENT

This Sixth Amendment to Amended and Restated Loan and Security Agreement
(this "Amendment") is entered into this 24th day of June, 2009, by and
between Silicon Valley Bank ("Bank") and Ramtron International Corporation, a
Delaware corporation ("Borrower"), whose address is 1850 Ramtron Drive,
Colorado Springs, Colorado  80921.

                                    RECITALS

A.  Bank and Borrower have entered into that certain Amended and Restated
Loan and Security Agreement dated as of September 14, 2005, as amended by
that certain Loan Modification Agreement by and between Bank and Borrower
dated as of December 30, 2005, and further amended by that certain Second
Amendment to Loan and Security Agreement by and between Bank and Borrower
dated as of May 15, 2006, further amended by that certain Third Amendment to
Loan and Security Agreement dated as of December 29, 2006, further amended by
that certain Fourth Amendment to Loan and Security Agreement dated as of
March 27, 2007, and further amended by that certain Fifth Amendment to Loan
and Security Agreement dated as of March 13, 2009 (as the same may from time
to time be further 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 (i)  extend
the maturity date, (ii) increase certain fees, and (iii) make certain other
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.  Amendments to Loan Agreement.

    2.1  Allowance of Certain Capital Leases.  Notwithstanding Section 7.4 of
         the Loan Agreement, Borrower may enter into capital leases in an
         aggregate amount of no more than $3,000,000, provided that notice of
         such capital leases is given to Bank.

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    2.2  Section 13 (Definitions).  The following term and its definition set
         forth in Section 13.1 is amended in its entirety and replaced with
         the following:

                  "Revolving Maturity Date" is September 1, 2009.

3.  Limitation of Amendments.

    3.1  The amendments set forth in Section 2, 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.

    3.2  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.

4.  Representations and Warranties.  To induce Bank to enter into this
    Amendment, Borrower hereby represents and warrants to Bank as follows:

    4.1  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;

    4.2  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;

    4.3  The organizational documents of Borrower delivered to Bank on the
         Effective Date remain true, accurate and complete and have not been
         amended, supplemented or restated and are and continue to be in full
         force and effect;

    4.4  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;

    4.5  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;

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    4.6  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

    4.7  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.

5.  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.

6.  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 an amendment fee in an amount equal to
    $2,500, and (c) Bank's receipt of the Acknowledgment of Amendment and
    Reaffirmation of Guaranty substantially in the form attached hereto as
    Schedule 1, duly executed and delivered by each Guarantor.

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                   Ramtron International Corporation

/s/  Ryan Lee                         /s/  Eric A. Balzer
------------------------              ----------------------
Name:  Ryan Lee                       Name:  Eric A. Balzer
Title: Relationship Manager           Title:  CFO

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