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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered
into as of November 30, 1996, by and between JALATE LIMITED, INC.,
("Borrower"), and XXXXX FARGO HSBC TRADE BANK, N.A. ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of certain Credit Agreement dated as of June 1, 1996 (the
"Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Agreement and have agreed to amend the
Agreement to reflect said changes.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Agreement
shall be amended as follows:
I. EXHIBIT A, ADDENDUM TO CREDIT AGREEMENT, shall be
amended by:
A. deleting in its entirety the section "CAPITAL
EXPENDITURES", under ADDITIONAL NEGATIVE COVENANTS on Page 2 of 2, and by
substituting the following therefor:
* "CAPITAL EXPENDITURES. Borrower shall not, without the prior
written consent of Trade Bank, make any capital expenditures
in any fiscal year, in excess of $750,000."
Except as specifically provided herein, all terms and
conditions of the Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Agreement shall have the same meaning
when used in this Amendment. This Amendment and the Agreement shall be read
together as one document.
Borrower hereby remakes all representations and warranties
contained in the Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no
Event of Default as defined in the Agreement, nor any condition, act or event
which with the giving of notice of the passage of time or both would constitute
any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
JALATE LIMITED, INC. XXXXX FARGO HSBC TRADE
BANK, N.A.
By: [SIG] By: /s/ XXXX XXXXX XXXX XXXXX
------------------ -------------------------
Title: V.P. Finance & CFO Title: A.V.P.
------------------ -------------------------
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THE TRADE BANK 000 XXXXX XXXXX XXXXXX, 0XX XXXXX
XXXXX FARGO HSBC TRADE BANK, N.S. XXX XXXXXXX, XX 00000
January 2, 1997
Xx. Xxxx Xxxxxxx, C.F.O.
Jalate Limited, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Dear Xxxx,
Attached, you will find the first amendment to your credit agreement with us.
The amendment is to increase the limit on capital expenditures which was
exceeded during this current fiscal year. Additionally, we have included a
waiver of this same covenant which occurred during the third quarter ending
September 30, 1996. We ask you to kindly sign the amendment and return it to
us as soon as possible and you can retain the covenant waiver letter for your
files.
If you should have further questions, you can reach me at (000) 000-0000.
Best Regards,
/s/ XXXX XXXXX
Xxxx Xxxxx
Relationship Manager
[ICON]
XXXXX FARGO A JOINT VENTURE HSBC [ICON]
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[THE TRADE BANK LOGO] 000 XXXXX XXXXX XXXXXX, 0XX XXXXX
XXXXX FARGO HSBC TRADE BANK, N.A. XXX XXXXXXX, XX 00000
December 15, 1996
Xx. Xxxx Xxxxxxx, C.F.O.
Jalate Limited, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Re: Capital Expenditure Covenant
Dear Xxxx:
We have learned of the following breach of the terms of your Commercial Credit
Agreement with the Xxxxx Fargo HSBC Trade Bank, N.A., successor to the
HongKongBank, dated June 1, 1996 (the "Agreement"):
Jalate's Capital Expenditures as of September 30, 1996 were greater than the
minimum permitted amount of US$250,000.00, as required by Exhibit A of the
Addendum to the Credit Agreement.
Subject to the terms and conditions that follow, we have decided to waive our
default rights with respect to this breach until December 31, 1996. Please
note, however, that this waiver applies only to the specific instance described
above. It is not a waiver of any subsequent breach of the same provision of the
Agreement, nor is it a waiver of any breach of any other provision of the
Agreement.
Except as expressly stated in this letter, we reserve all of the rights, powers
and remedies available to us under the Agreement and any other contracts or
instruments signed by you including the right to cease making advances to you
and the right to accelerate any of your indebtedness or if any subsequent
breach of the same provision or any other provision of the Agreement should
occur.
Sincerely,
Xxxxx Fargo HSBC Trade Bank, National Association
/s/ XXXX XXXXX
By: Xxxx Xxxxx
Title: Relationship Manager and Assistant Vice President
[ICON]
XXXXX FARGO A JOINT VENTURE HSBC [ICON]
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[JALATE LIMITED LOGO]
January 20, 1997
Xxxx Xxxxx
Relationship Manager and AVP
THE XXXXX FARGO HSBC TRADE BANK
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Dear Xx. Xxxxx:
Enclosed is the First Amendment to Credit Agreement.
Sincerely,
/s/ XXXXXXXXX X. XXXXXXX
Xxxxxxxxx X. Xxxxxxx
Vice President Finance & CFO
HEADQUARTERS: 1675 S. Alameda Los Angeles, California 00000 (000) 000-0000
Fax (000) 000-0000/30
L.A. SHOWROOM: 000 X. 0xx Xx. Xxxxx 00000 Xxx Xxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000 Fax (000) 000-0000
N.Y. SHOWROOM: 1407 Broadway Suite 316 New York, N.Y. 00000 (000) 000-0000
Fax (000) 000-0000
ACCOUNTING OFFICES: 0000 Xxxxxxxx Xx. Xxxx xx Xxxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000 Fax (000) 000-0000
