EXHIBIT 10.3.1
[LOGO OF BANK OF AMERICA]
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Amendment to Documents
AMENDMENT NO. 2 TO BUSINESS LOAN AGREEMENT
This Amendment No. 2 (the "Amendment") dated as of August 1, 2001, is
between Bank of America, N.A. (the "Bank") and Sunrise Telecom Incorporated (the
"Borrower"), formerly known as Sunrise Telecom, Inc.
RECITALS
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A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of May 22, 2000, as previously amended (the "Agreement").
B. The Bank and the Borrower desire to further amend the Agreement.
AGREEMENT
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1. Definitions. Capitalized terms used but not defined in this Amendment
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shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
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2.1 Paragraph 1.2 of the Agreement is amended to read in its entirety as
follows:
"1.2 Availability Period. The line of credit is available between
the date of this Agreement and August 1, 2002, or such earlier date
as the availability may terminate as provided in this Agreement (the
"Facility No. 1 Expiration Date")".
2.2 Subparagraph 1.7(a) is hereby amended in its entirety as follows:
"During the availability period, the Bank at its discretion may
enter into spot and forward foreign exchange contracts with the
Borrower. The foreign exchange contract limit will be Ten Million
and 00/100 U.S. Dollars (U.S. $10,000,000), and the settlement limit
will be Three Million and 00/100 U.S. Dollars (U.S. $3,000,000).
The "foreign exchange contract limit" is the maximum limit on the
net difference between the total foreign exchange contracts
outstanding less the total foreign exchange contracts for which
the Borrower has already compensated the Bank. The "settlement
limit" is the maximum limit on the gross total amount of all sale
and purchase contracts on which delivery is to effected and
settlement allowed on any one baking day."
2.3 In subparagraph 1.7(l) of the Agreement, the amount "One Million
Dollars ($1,000,000)" is substituted for the amount "Five Hundred
Thousand Dollars ($500,000)."
2.4 In subparagraph 9.7(f) of the Agreement, the words "Paragraph
9.22(f)" is substituted for the words "Paragraph 8.22(g)".
2.5 In subparagraph 9.22(g) the words "during the line year" are
substituted for the words "in the aggregate."
2.6 Paragraph 9.2(d), 9.5 and 9.9 of the Agreement are deleted in their
entirety.
3. Representations and Warranties. When the Borrower signs this Amendment,
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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 except those events, if any, that have been disclosed in writing to
the Bank or waived in writing by the Bank, (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.
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4. Conditions. This Amendment will be effective when the Bank receives
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the following items, in form and content acceptable to the Bank:
4.1 A loan fee in the amount of Fifteen Thousand Three Hundred Dollars
($15,300).
5. Effect of Amendment. Except as provided in this Amendment, all of the
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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, N.A. Sunrise Telecom Incorporated
X /s/ Xxxxxxx Xxxxxxxxxx X /s/ Xxxx Xxxxx
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By: Xxxxxxx Xxxxxxxxxx, By: Xxxx Xxxxx President/ Chief
Vice President Executive Officer
X /s/ Xxxxx Xxxxxxxx
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By: Xxxxx Xxxxxxxx, Treasurer/Chief
Financial Officer
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