AMENDMENT AGREEMENT NUMBER FOUR
TO LOAN AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of February 27, 2004, is entered into between
U.S. BANK NATIONAL ASSOCIATION ("Bank") and CALIFORNIA AMPLIFIER, INC., a
Delaware corporation ("Borrower"), and amends that certain Loan and Security
Agreement, dated as of May 2, 2002, between Bank and Borrower, as amended by
that certain Amendment Agreement Number One to Loan and Security Agreement,
dated as of April 3, 2003, between Bank and Borrower, by that certain
Amendment Agreement Number Two to Loan and Security Agreement, dated as of
July 3, 2003, between Bank and Borrower, and by that certain Amendment
Agreement Number Three to Loan and Security Agreement, dated as of January 5,
2004, between Bank and Borrower (collectively, the "Agreement"). All terms
which are defined in the Agreement shall have the same definition when used
herein unless a different definition is ascribed to such term under this
Amendment, in which case, the definition contained herein shall govern.
This Amendment is entered into in light of the following facts:
RECITALS
WHEREAS, Borrower has requested that Bank agree to eliminate the
covenant limiting the amount of inventory that be maintained outside of the
United States of America and the covenant limiting the amount of consigned
inventory.
WHEREAS, Borrower has requested that Bank consent to a proposed
acquisition of Vytek Corporation, a Delaware corporation (the "Vytek
Transaction") in accordance with acquisition agreements attached hereto as
Exhibit A (the "Vytek Acquisition Agreements").
WHEREAS, Bank has agreed to honor Borrower's requests and Bank and
Borrower have agreed to amend the Agreement in accordance with the terms and
conditions contained in this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Amendments. The Agreement is amended as follows:
A. Section 6.10 of the Agreement is hereby deleted in its
entirety and is replaced with the following Section 6.10:
Section 6.10 [Intentionally Omitted].
B. Section 7.10 of the Agreement is hereby deleted in its
entirety and is replaced with the following Section 7.10:
Section 7.10 [Intentionally Omitted].
2. Consent. Bank hereby consents to the Vytek Transaction so long as
it is completed substantially in accordance with the Vytek Acquisition
Agreements.
3. Representations and Warranties. Borrower hereby affirms to Bank
that all of Borrower's representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date
hereof.
4. Costs and Expenses. Borrower shall pay to Bank all of Bank's out-
of-pocket costs and expenses arising in connection with the preparation,
execution, and delivery of this Amendment and all related documents.
5. Limited Effect. Except for the specific amendments contained in
this Amendment, the Agreement shall remain unchanged and in full force and
effect.
6. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an
original. All such counterparts, taken together, shall constitute but one
and the same Amendment. This Amendment shall become effective upon the
execution of a counterpart of this Amendment by each of the parties hereto,
shall be effective as of such date, and shall have no retroactive effect
whatsoever.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered as of the date first above written.
CALIFORNIA AMPLIFIER, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------
Title: VP Finance and CFO
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxx
------------------------
Title: S.V.P.
