Exhibit 4.10
AMENDMENT NUMBER SIX TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment Number Six to Amended and Restated Loan and Security
Agreement ("Amendment") is entered into as of March 19, 2003 by and between
FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and PORTA
SYSTEMS CORP., a Delaware corporation ("Borrower"), in light of the following:
A. Borrower and Foothill have previously entered into that certain Amended
and Restated Loan and Security Agreement, dated as of November 28, 1994 (as
amended and modified, from time to time, the "Agreement").
B. Borrower and Foothill desire to further amend the Agreement as provided
for and on the conditions herein.
NOW, THEREFORE, Borrower and Foothill hereby amend the Agreement as
follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENT. Section 3.4 of the Agreement is hereby deleted in its
entirety and replaced with the following:
"3.4 Term. This Agreement shall become effective upon the execution
and delivery hereof by Borrower and Foothill and shall continue in full
force and effect for a term ending on May 15, 2003, and the maturity date
of the Old Term Note and New Term Note shall also be May 15, 2003. The
foregoing notwithstanding, Foothill shall have the right to terminate its
obligations under this Agreement immediately and without notice upon the
occurrence and during the continuation of an Event of Default."
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
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. CONDITIONS PRECEDENT AND SUBSEQUENT. The effectiveness of this
Amendment is expressly conditioned upon the receipt by Foothill of an executed
copy of this Amendment.
5. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, search fees, filing and recording fees, documentation fees, appraisal
fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.
6. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of
1
this Amendment shall govern. In all other respects, the Agreement, as amended
and supplemented hereby, shall remain in full force and effect.
7. 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 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.
[the remainder of this page left blank intentionally; signatures to follow]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ [ILLEGIBLE]
----------------------------------
Title: Senior Vice President
PORTA SYSTEMS CORP.,
a Delaware corporation
By: /s/ Xxxxxxx [ILLEGIBLE]
----------------------------------
Title:
3
