Exhibit 10.19
AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT AND GUARANTY
THIS AGREEMENT (the "Agreement") dated as of the 2nd day of February, 2000,
between FLEET BANK, N.A., with offices at 0000 Xxxxx 00 Xxxx, Xxxxxxxxxxx, Xxx
Xxxxxx 00000 (the "Bank") and XXXXXXXXX TECHNOLOGIES INC., a Delaware
corporation, with offices at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000
("BTI"), XXXXXXXXX INSTRUMENTS INCORPORATED, a New Jersey corporation, with
offices at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000 ("BII"), and XXXXXXXXX
RESEARCH LIMITED, a Canadian corporation with offices at 0000 Xxxxx Xxxxxxxxx,
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X IVI ("BRL').
WITNESSETH:
WHEREAS, BTI executed and delivered a revolving credit note to Bank in the
original principal balance not to exceed Five Million and 00/1 00 Dollars
($5,000,000) (the "Revolving Credit Line"); and
WHEREAS, the advances under the Revolving Credit Line are made by Bank in
accordance with and subject to the terms, covenants, conditions and provisions
of the Revolving Credit Loan Agreement, dated as of March 13, 1998 (as further
amended herein and together with all prior amendments, the "Loan Agreement");
WHEREAS, BTI and Bank modified the terms of the Loan Agreement pursuant to
a First Loan Modification Agreement, dated as of July 1, 1999 (the "First
Modification Agreement"), which among other things, added Digivision, Inc.
("Digivision"), as a guarantor of the BTI's obligations under the Revolving
Credit Line and the Loan Agreement (collectively, together with all related
documents, the "Loan Documents");
WHEREAS, BTI has divested itself of Digivision, and the Bank has agreed to
release Digivision from its obligations under the Amended and Restated Unlimited
Guaranty of Payment and Performance, dated as of July 1, 1999 (the "Guaranty")
between Digivision and Bli.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and for other valuable consideration, the parties hereby agree
as follows:
1. Preamble. Each and every part of the preamble hereof is incorporated
herein by reference as if set forth at length.
2. Amendments of Loan Documents.
a. Loan Agreement. Any references to Digivision are removed.
b. Guaranty. Digivision is released from its obligations under the
Guaranty. Nothing herein shall release Bil from its obligations under the
Guaranty.
3. Representations and Warranties. BTI represents and warrants to the Bank
that the statements, representations and warranties made by BTI in the Loan
Agreement are true and correct in all material respects as of the date hereof.
4. Affirmation. Except as expressly modified herein, the Loan Documents
remain in full force and effect in accordance with the terms thereof. BTI hereby
ratifies, confirms and approves ail of the terms of the Loan Documents.
5. Binding Effect. This Agreement shall be binding upon the parties hereto
and their successors and assigns.
6. Governing Law. This Agreement shall be construed and enforced in
accordance with
the laws of the State of New Jersey.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
WITNESS/ATTEST:
XXXXXXXXX TECHNOLOGIES INC. XXXXXXXXX INSTRUMENTS INCORPORATED
By: /s/ XXXXXXX X. XXXXXXXXX By: /s/ XXXXXXX X. XXXXXXXXX
------------------------- ------------------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: VP Title: VP
Attest: /s/ XXXXXXX XXXX Attest: /s/ XXXXXXX XXXX
---------------------- ---------------------------
XXXXXXXXX RESEARCH LIMITED
By: /s/ XXXXXXX XXXXXX
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Attest: XXXXXXX XXXX
----------------------
FLEET BANK, N.A.
By: /s/ XXXXX X. HEAL
-------------------------
Name: Xxxxx X. Heal
Title: Director
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