EXHIBIT 10-12
THIRD AMENDMENT OF LOAN AGREEMENT
PARTIES:
XXXX MEDIA CORPORATION, an Oregon corporation (Borrower) UNITED STATES NATIONAL
BANK OF OREGON (Bank)
RECITALS:
On October 31, 1996, Borrower, Bank and certain Guarantors entered into a
Loan Agreement (the Original Loan Agreement) The Original Loan Agreement was
subsequently modified by First Amendment of Loan Agreement and a Second
Amendment of Loan Agreement (the Second Amendment) The Original Loan Agreement,
as modified, is referred to in this amendment as the Loan Agreement. Except as
specifically set forth in this amendment, all capitalized terms have the
meanings assigned in the Loan Agreement.
AGREEMENTS:
THE REVOLVING LOAN.
a. MAXIMUM AMOUNT.
Subparagraph 3.a. of the Loan
Agreement is modified to read as follows:
"a. MAXIMUM AMOUNT. Subject to the terms and conditions of this Agreement,
Bank, at its option, may make Advances to Borrower from time to time on a
revolving credit basis in an aggregate principal amount not to exceed at any one
time outstanding an amount equal to the lesser of (i) Two Million Dollars
($2,000,000); and (ii) the Borrowing Base then in effect."
b. THE REVOLVING NOTE. The first sentence of Paragraph 3.d. of the
Loan Agreement is modified to read as follows:
"d. ADVANCES . Advances under the Re- volving Loan shall be evidenced by a
Revolving Note executeci by Borrower in the principal amount of Two Million
Dollars ($2,000,000)
Page 1-THIRD AMENDMENT OF LOAN AGREEMENT
c. FEE. Contemporaneously with the execution of this amendment, Borrower shall
pay to Bank a fee of Two Thousand Five Hundred Dollars ($2,500)
2. CURRENT RATIO COVENANT. Borrower's covenant to maintain a ratio of
Current Assets to Current Liabilities of not less 1:1 as of the end of each
calendar quarter of Borrower is terminated, effective May 1, 1997.
3. ADDITIONAL DOCUMENTS . Contemporaneously with the execution of this
amendment, Bo rrower shall deliver to Bank, in form and substance satisfactory
to Bank, the following:
A Revolving Note.
b. A written opinion of Gleaves, Swearingen, Larsen, Potter, Xxxxx &
Xxxxx and/or Tonkon, Xxxx, Xxxxx, Marmaduke & Booth, the counsel for Borrower,
dated as of the date of this amendment and addressedto Bank, in form and
substance satisfactory to Bank.
c. Any other documents that Bank may reasonably request.
4. REPRESENTATIONS AND WARRANTIES. To induce Bank to enter into this
amendment, Borrower represents and warrants to Bank that, except as previously
disclosed to Bank:
All representations and warranties of Borrower contained in the Loan
Agreement continue to be true and complete as of the date of this amendment.
b. No Event of Default has occurred or is continuing, and no event has
occurred and is contlnulng that, with the giving of notice or the passage of
time, or both, would be an Event of Default under the Loan Agreement.
No material adverse change has occurred in the financial condition
of Borrower since the date of the Second Amendment.
d. Borrower' s execution, delivery and performance of this amendment
and all documents executed pursuant to this amendment have been duly authorized
by all necessary action, do not contravene any Law binding on it or its
organizational documents, and do not contravene the provisions of or constitute
a default under any agreement or instrument to which it is a party or by which
it may be bound or affected.
Page 2-THIRD AMENDMENT OF LOAN AGREEMENT
e. This amendment and all documents executed pursuant to this amendment are, and
when delivered will be, valid, binding and enforceable in accordance with their
respective terms.
5. NOTICES. In modification of Paragraph 16.h. of the Loan
Agreement, and in modification of any notice provisions in the otherLoan
Documents, Borrower designates the following address for notices:
Borrower:
0000 X. xxxx Xxxxxx Xxxxxx, XX 00000
Attention:Xx. Xxxxx Xxxx
6. COUNTERPARTS; EXECUTION BY FACSIMILE. This amendment may
be executed in several counterparts, each of which will be deemed to be an
original and all of which together constitute one and the same instrument.
Delivery of an executed copy of this amendment by telecopy, telex or other means
of electronic communication producing a printed copy will be deemed to be an
execution and delivery of this amendment on the date of such communication by
the parties so delivering such a copy. The party so delivering such a copy via
electronic communication shall deliver an executed original of this amendment to
the other party within one (1) week of the date of delivery of the copy sent via
electronic communication.
7. EFFECT. Except as specifically modified by this amendment, or any
document executed pursuant to this amendment, the Loan Documents remain in full
force and effect.
e. DISCLOSURE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE
BY A BANK AFTER OCTOBER 3, 1989, CONCERNINGLOANS AND OTHER CREDIT EXTENSIONS
WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY
THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED
BY THE BANK TO BE ENFORCEABLE
Dated as of June 20, 1997.
XXXX MEDIA CORPORATION
Xxxxx Xxxx, President
UNITED STATES NATIONAL BANK OF OREGON
Xxxxx Xxxxxxx, Vice President
By:
Page 3-THIRD AMENDMENT OF LOAN AGREEMENT
