[LETTERHEAD]
February 28, 1997
Xx. Xxxxxxxx X. Xxxxxxxx
IWL Communications, Inc.
00000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
RE: Amendment to the Loan and Security Agreement between IWL Communications,
Inc. and Marine Midland Bank successor in interest to Marine Midland Business
Loans, Inc. dated December 20, 1995.
Dear Xx. Xxxxxxxx:
Please allow this correspondence to document the following amendments to the
above referenced loan agreement:
1) Amend item number 24.(a)(2) Maximum Debt to Tangible Net Worth Ratio -
Consolidated in the Schedule to the Loan and Security Agreement to: 4.0 : 1.0.
2) Amend item number 24.(b)(2) Maximum Debt to Tangible Net Worth Ratio -
Unconsolidated in the Schedule to the Loan and Security Agreement to: 4.5 : 1.0.
3) Amend item number 29. Permitted Capital Expenditures in the Schedule
to the Loan and Security Agreement to: $5,000,000.
4) Amend Section 1.1(11) in the Loan and Security Agreement to: Maximum
Credit means Four Million Five Hundred Thousand Dollars ($4,500,000.00).
5) Amend Section 11.7 in the Loan and Security Agreement to: Capital
Stock. Purchase or retire any of its capital stock where the accounting for
such a transaction would create a breach of the financial covenants. Debtor
may issue capital stock so long as no default is created under Section
12.1(p) Change of Ownership.
Although executed on the above date, the effective date of these amendments
is September 30, 1996.
Acknowledged and Agreed: Accepted:
/s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxx X. Xxxxx
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Xxxxxxxx X. Xxxxxxxx Xxxx X. Xxxxx
President Vice President
