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For Bank Use Only Reviewed by________________
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Due MARCH 31, 2004
Customer #7349736911 Loan #________________
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AMENDMENT TO LOAN AGREEMENT AND NOTE
This amendment (the "Amendment"), dated as of the date specified below, is
by and between the borrower (the "Borrower") and the bank (the "Bank")
identified below.
RECITALS
A. The Borrower and Bank have executed a Loan Agreement (the "Agreement")
dated MARCH 19, 2002 and the Borrower has executed a Note (the "Note"), dated
MARCH 19, 2002, either or both which may have been amended and replaced from
time to time, and the Borrower (and if applicable, certain third parties) have
executed the collateral documents which may or may not be identified in the
Agreement and certain other related documents (collectively the "Loan
Documents"), setting forth the terms and conditions upon which the Borrower may
obtain loans from the Bank from time to time in the original amount of
$10,000,000.000 as may be amended from time to time.
B. The Borrower has requested that the Bank permit certain modifications
to the Agreement and Note as described below.
C. The Bank has agreed to such modifications, but only upon the terms and
conditions outlined in this Amendment.
TERMS OF AGREEMENT
In consideration of the mutual covenants contained herein, and for other
good and valuable consideration, the Borrower and the Bank agree as follows:
|X| Extension of Maturity Date. If checked here, any references in the
Agreement or Note to the maturity date or date of final payment are hereby
deleted and replaced with "MARCH 31, 2004".
|X| Change in Maximum Loan Amount. If checked here, all references in the
Agreement and in the Note (whether or not numerically) to the maximum loan
amount are hereby deleted and replaced with "$20,000,000.00", which evidences an
additional $10,000,000.00 available to be advanced subject to the terms and
conditions of the Agreement and Note.
|_| Change in Multiple Advance Termination Date. If checked here, all
references in the Agreement and in the Note to the termination date for multiple
advances are hereby deleted and replaced with "____________".
Change in Financial Covenant(s).
(i) |_| If checked here, all references to "$________________" in
the Agreement as the minimum Net Working Capital amount are hereby
deleted and replaced with "$_______________" for the period
beginning _____________________ and thereafter.
(ii) |_| If checked here, all references to "$________________" in
the Agreement as the minimum Tangible Net Worth amount are hereby
deleted and replaced with "$_______________" for the period
beginning _____________________ and thereafter.
(iii) |_| If checked here, all references to "$________________" in
the Agreement as the maximum Debt to Worth Ratio are hereby deleted
and replaced with "$_______________" for the period beginning
_____________________ and thereafter.
(iv) |_| If checked here, all references to "$________________" in
the Agreement as the minimum Current Ratio are hereby deleted and
replaced with "$_______________" for the period beginning
_____________________ and thereafter.
(v) |_| If checked here, all references to "$________________" in
the Agreement as the maximum Capital Expenditures amount are hereby
deleted and replaced with "$_______________" for the period
beginning _____________________ and thereafter.
(vi) |_| If checked here, all references to "$________________" in
the Agreement as the minimum Cash Flow Coverage Ratio are hereby
deleted and replaced with "$_______________" for the period
beginning _____________________ and thereafter.
(vii) |_| If checked here, all references to "$________________" in
the Agreement as the maximum Officers, Directors, Partners, and
Management Salaries and Other Compensation amount are hereby deleted
and replaced with "$_______________" for the period beginning
_____________________ and thereafter.
|_| Change in Payment Schedule. If checked here, effective upon the date
of this Amendment, any payment terms are amended as follows:
1118A (C) US bancorp 2001 Page 1 of 2 10/02
|_| Change in Late payment Fee. If checked here, subject to applicable
law, If any payment is not made on or before its due date, the Bank may collect
a delinquency charge of _______% of the unpaid amount. Collection of the late
payment fee shall not be deemed to be a waiver of the Bank's right to declare a
default hereunder.
|X| Change in Closing Fee. If checked here and subject to applicable law,
the Borrower will pay the Bank a closing fee of $2,000.00 (apart from any prior
closing fee) contemporaneously with the execution of this Amendment. This fee is
in addition to all other fees, expenses and other amounts due hereunder.
Default Interest Rate. Notwithstanding any provision of this Note to the
contrary, upon any default or at any time during the continuation thereof
(including failure to pay upon maturity), the Bank may, at its option and
subject to applicable law, increase the interest rate on this Note to a rate of
5% per annum plus the interest rate otherwise payable hereunder. Not
withstanding the foregoing and subject to applicable law, upon the occurrence of
a default by the Borrower or any guarantor involving bankruptcy, insolvency,
receivership proceedings or an assignment for the benefit of creditors, the
interest rate on this Note shall automatically increase to a rate of 5% per
annum plus the rate otherwise payable hereunder.
Effectiveness of Prior Documents. Except as specifically amended hereby,
the Agreement, the Note and the other Loan Documents shall remain in full force
and effect in accordance with their respective terms. All warranties and
representations contained in the Agreement and the other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral previously provided to
secure the Agreement and/or Note continues as security, and all guaranties
guaranteeing obligations under the Loan Documents remain in full force and
effect. This is an amendment, not a novation.
Preconditions to Effectiveness. This Amendment shall only become effective
upon execution by the Borrower and the Bank, and approval by any other third
party required by the Bank.
No Waiver of Defaults; Warranties. This Amendment shall not be construed
as or be deemed to be a waiver by the Bank of existing defaults by the Borrower,
whether known or undiscovered. All agreements, representations and warranties
made herein shall survive the execution of this Amendment.
Counterparts. This Amendment May be signed in any number of counterparts,
each of which shall be considered an original, but when taken together shall
constitute one document.
Authorization. The Borrower represents and warrants that the execution,
delivery and performance of this Amendment and the documents referenced herein
are within the authority of the Borrower and have been duly authorized by all
necessary action.
Attachments. All documents attached hereto, including any appendices,
schedules, riders, and exhibits to this Amendment, are hereby expressly
incorporated herein by reference.
Dated as of: MARCH 20, 2003
RADISYS CORPORATION
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(Individual Borrower) Borrower Name (Organization)
a OREGON Corporation
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Borrower Name N/A By: /s/ Xxxxx Xxxxxxx
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Name and Title: Xxxxx Xxxxxxx
Treasurer
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By:
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Borrower Name N/A Name and Title:
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Agreed to:
U.S. Bank N.A.
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(Bank)
By: /s/ Xxxxxx X. Xxxxx
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XXXXXX XXXXX
Name and Title: VICE PRESIDENT
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1118A Page 2 of 2 10/02
