AMENDMENT LETTER Orange County Middle Market 18300 Von Karman, Suite 310 Irvine, CA 92612
Exhibit 10.1
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AMENDMENT LETTER | Orange County Middle Market | ||
| 00000 Xxx Xxxxxx, Xxxxx 000 | ||||
| Xxxxxx, XX 00000 | ||||
| 949-553-6840 |
May 31, 2012
Pro-Dex, Inc.
0000 XxXxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxx, CFO & Secretary
| Re: | First Amendment (“Amendment”) to the Business Loan Agreement dated February 4, 2011 (this Amendment, and the Business Loan Agreement together called the “Agreement”) |
Dear Xx. Xxxxxxx:
In reference to the Agreement defined above between Union Bank, N.A. (“Bank”) and Pro-Dex, Inc. (“Borrower”) and in consideration of the Bank’s (1) release of certain collateral in connection with Borrower’s sale of certain assets owned by Pro-Dex Astromec, Inc., and (2) consent to allow the collateral to be sold in connection with the sale of such assets, the Bank and Borrower desire to amend the Agreement as set forth below. Capitalized terms used herein which are not otherwise defined shall have the meaning given them in the Agreement.
1. Amendments to the Agreement:
| (a) | Section 1.2 (k) is hereby amended in its entirety as follows: |
“That portion of any Account owed by any single account debtor which exceeds 15% of all of the Accounts, with the exception of Arthrex, Inc. who will be allowed a 35% concentration limit to be reduced by 5% for each 5% increase in Arthrex, Inc. past due Accounts Receivable.”
| (b) | Section 4.1 (e) is hereby added as follows: |
“Cash and equivalents balances of not less than $2,000,000 to be measured at each fiscal quarter end.”
| (c) | Section 4.3 (d) is hereby amended in its entirety as follows: |
Within 45 days after the close of each fiscal quarter, except for the final quarter of each fiscal year when 90 days will be allowed, a certification of compliance with all covenants under this Agreement, executed by Borrower’s duly authorized officer, in form acceptable to Bank.
Except as specifically amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.
This Amendment shall become effective when the Bank shall have received the acknowledgment copy of this Amendment executed by the Borrower.
| Very truly yours, | ||
| UNION BANK, N.A. | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Xxxxxx Xxxxxx | ||
| Title: | Vice President | |
Agreed to and Accepted.
day of May, 2012
| Pro-Dex, Inc. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Xxxxxxx X. Xxxxxxxxx | ||
| Title: | CEO | |
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx | ||
| Title: | CFO & Secretary | |
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