AMENDMENT NO. ONE TO LOAN AGREEMENT
This Amendment No. One (the "Amendment") dated as of
December 16, 1994, is between Bank of America National Trust and Savings
Association (the "Bank") and Amplicon, Inc. (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Loan
Agreement dated as of August 12, 1993 (the "Agreement").
B. The Bank and the Borrower desire to amend the
Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined
in this Amendment shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as
follows:
2.1 Paragraph 1.2 is amended by substituting the date
"December 31, 1996" for the date "December 31, 1994" appearing therein.
2.2 Paragraph 1.4 (b) is amended by substituting the date
"April 1, 1997" for the date "April 1, 1995" appearing therein and by
substituting the date "December 31, 1997" for the date "December 31,
1995" appearing therein.
2.3 The following Paragraph 7.2(h) is hereby added to the
Agreement:
"(h) Within 100 days of the Borrower's 1995 fiscal year
end, a financial forecast for the next two fiscal years to
include a balance sheet, income and expense information, and
cash flow, along with the underlying assumptions in the format
previously provided to Bank.
2.4 Paragraph 7.3 is hereby amended in full to read
as follows:
"7.3 Tangible Net Worth. To maintain on a consolidated
basis tangible net worth equal to at least Seventy Five Million
Dollars ($75,000,000) from September 30, 1994, increasing on a
cumulative basis on the first day of each calendar quarter,
commencing April 1, 1995 by an amount equal to 50% of the
positive net income for previous calendar quarter."
3. Representations and Warranties. When the Borrower
signs this Amendment, the Borrower represents and warrants to the Bank
that: (a) there is no event which is, or with notice or lapse of time or
both would be, a default under the Agreement, and (b) the representations
and warranties in the Agreement are true as of the date of this Amendment
as if made on the date of this Amendment, (c) this Amendment is within
the Borrower's powers, has been duly authorized, and does not conflict
with any of the Borrower's organizational papers, and (d) this Amendment
does not conflict with any law, agreement, or obligation by which the
Borrower is bound.
4. Conditions. This Amendment will be effective when
the Bank receives the following items, in form and content acceptable to
the Bank:
4.1 This Amendment executed by the Borrower.
5. Effect of Amendment. Except as provided in this
Amendment, all of the terms and conditions of the Agreement shall remain
in full force and effect.
This Amendment is executed as of the date stated at the
beginning of this Amendment.
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: Xxxxxxx X. Xxxxxx /s/
Xxxxxxx X. Xxxxxx
Title: Vice President
AMPLICON, INC.
By: Xxxxxxx X. Xxxxxx /s/
Xxxxxxx X. Xxxxxx
Title: President and Chief Executive Officer
By: Xxxx X. Xxxxx /s/
Xxxx X. Xxxxx
Title: Vice President and Chief
Operating Officer
