EXHIBIT 10.4
AMENDMENT TO LOAN AGREEMENT
December __, 1998
Transamerica Business Credit Corporation
00000 Xxxxxxx Xxxx. Xxxxx 0000
Xxxxxxx Xxxx, XX 00000
Gentlemen:
Reference is made to the Loan and Security Agreement between us dated
December __, 1998 (the "Loan Agreement"). (Capitalized terms used in this
Agreement, which are not defined, shall have the meanings set forth in the Loan
Agreement. The Loan Agreement and all other present and future documents and
agreements relating thereto are collectively referred to herein as the "Loan
Documents".)
This will confirm our agreement to amend the Loan Agreement as follows:
1. Inventory Reports. Section 5(d) of the Schedule, titled "Monthly
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Inventory Reports", is amended by changing "30 days after the end of each month"
to "10 days after the end of each month".
2. Real Estate. Section 9(c) of the Schedule, titled "Real Estate-
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Negative Pledge" is amended by adding the following at the end of the first
sentence thereof: "and except for the existing first trust deed in favor of
Northwestern Mutual Life securing not more than $8 million. Borrower agrees not
to increase the amount of the obligation secured by said first trust deed in
favor of Northwestern Mutual Life or any of the terms thereof without TBCC's
prior written consent.
3. Sale of Stock or Assets. Sections 9(f)(1)(B) and (C) and Section
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9(f)(2) of the Schedule, are amended in their entirety to read as follows:
"(B) Borrower shall pay to TBCC an additional amount equal to the
lesser of (i) one-third of the "Sold Asset Loan Availability" (as
defined below), or (ii) an amount equal to the outstanding Non-Formula
Loans, which sum shall be applied to the outstanding Non-Formula
Loans. As used herein, "Sold Asset Loan Availability" means the total
Loans available to Borrower with respect to all Receivables, Inventory
and Equipment, which belong to such Subsidiary or which are included
in any such asset sale (including any such Loans as are outanding).
"(C) Thereafter, the amount of Non-Formula Loans available to the
Borrower shall be permanently reduced by an amount equal to one-third
of the Sold Asset Loan Availability.
"(2) Example. The following is an example of the operation of this
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Section 9(f):
"If Borrower sold all of the stock of Gyyr Incorporated, and the
outstanding Loans with respect to the Receivables, Inventory and
Equipment of Gyyr Incorporated under the formulas in Section 1 of this
Schedule were $1,000,000, and the total Loans available with respect
to the Receivables, Inventory and Equipment of Gyyr Incorporated under
the formulas in Section 1 of this Schedule were $1,500,000 (including
the Loans outstanding), then Borrower would pay to TBCC (i) $1,000,000
to pay all outstanding Loans with respect to the Receivables,
Inventory and Equipment of Gyyr Incorporated, and (ii) $500,000 (one-
third of the $1,500,000) to be applied to the outstanding Non-Formula
Loans.
"If at that date the Non-Formula Loans were only $250,000, then the
payment on such Non-Formula Loans would be $250,000 to pay them in
full. Thereafter, the Non-Formula Loans would be limited to $500,000
(i.e. $1,000,000 minus $500,000) (even if the amount of the Non-
Formula Loans paid off was only $250,000)."
As herein expressly modified the Loan Agreement shall continue in full
force and effect and the same is hereby ratified and confirmed. This Amendment
and the other written agreements and documents between us set forth in full all
of the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, oral representations, oral
agreements and oral understandings between the parties with respect to the
subject matter hereof. This Amendment may not be modified or amended, nor may
any rights hereunder be waived, except in a writing signed by the parties
hereto. This Amendment is being entered into, and shall be governed by the laws
of the State of California.
Sincerely yours,
ODETICS, INC. ODETICS ITS, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
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Title VP & COO Title VP, CFO
GYYR INCORPORATED MARINER NETWORKS, INC.
By /s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxx
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Title VP, CFO Title VP, CFO
XXXXX, MOHADDES ASSOCIATES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Title VP, CF
Accepted and agreed:
TRANSAMERICA BUSINESS CREDIT CORPORATION
By /s/
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Title Senior Vice President, General Manager
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