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EXHIBIT 10.71
FOURTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT AND CONSENT AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND CONSENT
AGREEMENT (this "Agreement") is made and entered into as of the 30th day of
December, 1997, by and between XXXXX MICROCOMPUTER PRODUCTS, INC., a Georgia
corporation (hereinafter referred to as "Borrower") with its chief executive
office and principal place of business at 0000 Xxxxxxxxx Xxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxx 00000, and THE CIT GROUP/CREDIT FINANCE, INC., a Delaware
corporation (hereinafter referred to as "Lender") with an office at 1211 Avenue
of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
RECITALS:
Lender and Borrower are parties to a certain Loan and Security
Agreement and a certain Condition Precedent Rider thereto, both dated December
21, 1995, as amended by that certain First Amendment to Loan and Security
Agreement April 16, 1996, that certain Second Amendment to Loan and Security
Agreement dated October 15, 1996, and that certain Third Amendment to Loan and
Security Agreement dated as of January 1, 1997 (collectively, as at any time
amended, the "Loan Agreement"), pursuant to which Lender has made certain
revolving credit and term loans to Borrower.
The parties desire to amend the Loan Agreement as hereinafter set
forth.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. DEFINITIONS. All capitalized terms used in this
Agreement, unless otherwise defined herein, shall have the meaning
ascribed to such terms in the Loan Agreement.
2. AMENDMENT TO LOAN AGREEMENT. The Loan Agreement is
hereby amended as follows:
a. By deleting Section 3.1(b) in its entirety and
by substituting the following new Section 3.1(b) in lieu thereof:
(b) If the amount of interest to be paid in any month
based upon the outstanding principal amount of the Obligations during
the immediately preceding month is less than the Minimum Interest
Amount, then, subject to
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the provisions of Section 3.8 hereof, Borrower shall be obligated to
pay the Minimum Interest Amount on the date that accrued interest is
due and payable for such immediately preceding month. As used herein,
the term "MINIMUM INTEREST AMOUNT" shall mean the interest amount that
would have been paid for such month if the average principal amount of
Obligations outstanding during such month was at least equal to the
Base Loan Amount for such month. As used herein, the term "BASE LOAN
AMOUNT" shall mean, for any month, an amount equal to $10,000,000.
b. By deleting Section 9.1 in its entirety and
by substituting the following new Section 9.1 in lieu thereof:
9.1 Term. This Agreement shall only become effective
upon execution and delivery by Borrower and Lender in Atlanta,
Georgia, and shall continue in full force and effect for a term of
five (5) years from the Closing Date hereof and shall be deemed
automatically renewed for successive terms of three (3) years
thereafter unless terminated as of the end of the initial or any
renewal term (each a "TERM") by either party giving the other written
notice at least sixty (60) days' prior to the end of the then-current
Term.
c. By deleting Section 9.2 in its entirety and
by substituting the following new Section 9.2 in lieu thereof:
9.2 Early Termination. Borrower may terminate this
Agreement by giving Lender at least thirty (30) days prior written
notice at any time upon payment in full of all of the Obligations as
provided herein, including, without limitation, the early termination
fee provided below. Lender shall have the right to terminate this
Agreement (i) at any time upon or after the occurrence of an Event of
Default or (ii) upon ninety (90) days' prior written notice to
Borrower if (A) there shall occur any change in the controlling
ownership of Borrower (other than a change of ownership contemplated
by the Merger Documents) or any person now or hereafter occupying the
position of Borrower's chief executive officer, chief financial
officer or chief operating officer shall cease for any reason to
occupy such position, and (B) Xxxxx Corporation, a Delaware
corporation, does not own at the time in question at least 90% of the
outstanding equity securities in Borrower. If Lender or Borrower shall
terminate this Agreement effective as of any date other than the last
day of the then current Term, Borrower shall pay to Lender (in
addition to all other Obligations) upon the effective date of such
termination, in view of the impracticality and extreme difficulty of
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ascertaining actual damages and by mutual agreement of the parties as
to a reasonable calculation of Lender's lost profits, an early
termination fee calculated as follows:
IF TERMINATION OCCURS THE TERMINATION FEE SHALL BE:
AT ANY TIME:
(a) on or before April (a) $450,000
16, 1998
(b) from Xxxxx 00, 0000, (x) 1% of the greater of the Base
to April 15, 2001 Loan Amount in the month during
which notice of termination
is given or the Average Daily
Loan Balance for the 180-day
period prior to the effective
date of termination, plus $150,000
If the effective date of termination pursuant to a properly given
notice occurs on the last day of any Term, then no termination charge
shall be payable. As used in this Agreement, the term "LOAN YEAR"
shall mean a period commencing on the Closing Date or an anniversary
thereof and ending on the next anniversary; and the term "AVERAGE
DAILY LOAN BALANCE" shall mean, for any period, an amount equal to the
aggregate principal balance of Revolving Loans, Term Loans and
Accommodations outstanding at the end of each day during such period
divided by the number of days in such period.
d. By deleting Section 10.1(a) in its entirety
and by substituting the following new Section 10.1(a) in lieu thereof:
(a) Maximum Credit: $50,000,000
e. By deleting Section 10.4(a) in its entirety
and by substituting the following new Section 10.4(a) in lieu thereof:
(a) Interest Rate:
A fluctuating rate per annum equal to the Prime Rate
plus the Applicable Interest Margin. The "APPLICABLE
INTEREST MARGIN" shall be 2.125%, until January 1,
1998, at which time the Applicable Interest Margin
shall be 1.875%; provided, however, that (1) if
Borrower shall have Net Income for the six months
ending June 30, 1998, of greater than $585,000, then
the Applicable Interest Margin shall be reduced by
.25 percentage points, effective July 1, 1998; and
(2) if Borrower
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shall have Net Income for the its fiscal year ending
December 31, 1998, of greater than $5,850,000, then
the Applicable Interest Margin shall be reduced by
.25 percentage points, effective January 1, 1999;
provided, that if the Applicable Interest Margin is
reduced pursuant to subparagraph (a)(1) above and
Borrower has Net Income for its fiscal year ending
December 31, 1998, of less than $5,850,000, then the
Applicable Interest Margin shall be increased by .25
percentage points, effective January 1, 1999. As
used herein, the term "NET INCOME" shall mean, for
any period, the net income of Borrower for the
period in question after giving effect to deduction
of or provision for all operating expenses, all
taxes and reserves (including reserves for deferred
taxes) and all other proper deductions, all
determined in accordance with generally accepted
accounting principles consistently applied, provided
that there shall be excluded: (i) any restoration of
any contingency reserve, except to the extent that
provision for such reserve was made out of income
during such period, (ii) any net gain or losses on
the sale or other disposition, not in the ordinary
course of business, of capital assets, provided that
there shall also be excluded any related charges for
taxes thereon, (iii) any net gain arising from the
collection of the proceeds of any insurance policy,
(iv) any write-up of any asset, and (v) any other
extraordinary items.
f. By deleting Section 10.4(b) in its entirety
and by substituting the following new Section 10.4(b) in lieu thereof:
(b) Annual Commitment Fee:
$325,000 for each of the first four Loan Years,
earned and payable on each of the first three
anniversary dates after the Closing Date, and
$250,000 for the fifth Loan Year, earned and payable
on the fourth anniversary date after the Closing
Date.
g. By deleting Section 10.6(a) and Section
10.6(b)in their entireties and by substituting the following new Section
10.6(a) and Section 10.6(b) in lieu thereof:
10.6(a) Lender's Address:
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The CIT Group/Credit Finance, Inc.
1211 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Lender's Bank:
The Chase Manhattan Bank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
(b) Borrower's Chief Executive Office:
0000 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxx
Telecopy: (000) 000-0000
h. By adding the following to Section
10.6(d)(1):
Xxxxx (Asia Pacific) Limited
39/F, Unit B
Manuliffe Tower
169 Electric Road
North Point, Hong Kong
Xxxxx (China) Limited
Beijing Representative Office
A1912 Vantone New World Xxxxx
Xxxxxx 0 Xxxxxxxxxxxxx Xxxxx
XxXxxxx Xxxxxxxx, Xxxxxxx XXX 00000
Cardinal Technologies, Inc.
0000 Xxxxxxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
i. By deleting Section 10.6(e) in its entirety
and by substituting the following new Section 10.6(e) in lieu thereof:
(e) Borrower's Trade Names for
Invoicing:
Xxxxx Communications
Xxxxx Communications, Inc.
Practical Peripherals, Inc.
Practical Peripherals
Cardinal Technologies, Inc.
Cardinal Technologies
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3. CONSENT TO MERGER. Borrower has informed Lender that
pursuant to the terms of that certain Agreement and Plan of Reorganization
dated as of July 29, 1997, between Borrower and Access Beyond, Inc. ("Access
Beyond") a true and complete copy of which is attached hereto as Exhibit A (the
"Reorganization Agreement"), (i) H&A Merger Sub, Inc., a Georgia corporation
and wholly owned subsidiary of Access Beyond ("H&A") will merge with and into
Borrower and (ii) Borrower will become a wholly owned subsidiary of Xxxxx
Corporation, formerly known as Access Beyond, Inc. The consummation of the
merger contemplated by the Reorganization Agreement (the "H&A Merger") requires
the prior written consent of Lender under the Loan Agreement. Lender hereby
consents to the H&A Merger and agrees that the H&A Merger shall not constitute
an Event of Default under the Loan Agreement, provided that each of the
conditions precedent set forth in Paragraph 8 hereof are satisfied.
4. CONSENT TO PAYOFF OF SUBORDINATED DEBT. Pursuant to
the terms of that certain Capital Contribution Agreement dated the date hereof
by Xxxxx Corporation, formerly known as Access Beyond, Inc., in favor of
Lender, Xxxxx Corporation has agreed to advance to Borrower, as a contribution
to Borrower's capital, an amount equal to $35,000,000 in cash (the "Capital
Contribution"). Borrower has informed Lender that Borrower intends to use
$11,375,000 of the proceeds received from the Capital Contribution to satisfy
the aggregate of all subordinated indebtedness owing from Borrower to Rinzai
Limited, a Hong Kong corporation ("Rinzai"), Kaifa Technology (H.K.) Limited, a
Hong Kong corporation ("Kaifa"), Rolling Profit Holdings, Ltd., a British
Virgin Island corporation ("Rolling Profit"), LAO Hotel (H.K.) Limited, a Hong
Kong corporation ("LAO"), Saliendra Pte Ltd, a private Singapore corporation
("Saliendra") and S.P. Quek Investments, a private Singapore corporation ("S.P.
Quek") (Rinzai, Kaifa, Rolling Profit, LAO, Saliendra and S.P. Quek are
hereinafter referred to collectively as the "Creditors").
Lender hereby consents to Borrower's use of $11,375,000 of the
proceeds received from the Capital Contribution to satisfy the aggregate of all
indebtedness owing from Borrower to the Creditors (the "Creditor Payoff") and
agrees that the Creditor Payoff will not constitute an Event of Default under
the Loan Agreement or a default under any subordination agreement between
Lender, Borrower and any Creditor, provided, that each of the conditions
precedent set forth in Paragraph 8 hereof are satisfied prior to the Creditor
Payoff, and, provided, that Borrower shall have remitted to Lender an amount
sufficient to satisfy all Obligations owing by Borrower to Lender under Term
Loan B.
5. RATIFICATION AND REAFFIRMATION. Borrower hereby
ratifies and reaffirms each of the Transaction Documents and all of
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Borrower's covenants, duties, indebtedness and liabilities thereunder.
6. ACKNOWLEDGMENTS AND STIPULATIONS. Borrower
acknowledges and stipulates that the Loan Agreement and the other Transaction
Documents executed by Borrower are legal, valid and binding obligations of
Borrower that are enforceable against Borrower in accordance with the terms
thereof; all of the Obligations are owing and payable without defense, offset
or counterclaim (and to the extent there exists any such defense, offset or
counterclaim on the date hereof, the same is hereby waived by Borrower); the
security interests and liens granted by Borrower in favor of Lender are duly
perfected, first priority security interests and liens.
7. REPRESENTATIONS AND WARRANTIES. Borrower represents
and warrants to Lender, to induce Lender to enter into this Agreement, that no
Event of Default exists on the date hereof; the execution, delivery and
performance of this Agreement have been duly authorized by all requisite
corporate action on the part of Borrower and this Agreement has been duly
executed and delivered by Borrower; and except as may have been disclosed in
writing by Borrower to Lender prior to the date hereof, all of the
representations and warranties made by Borrower in the Loan Agreement are true
and correct on and as of the date hereof.
8. CONDITIONS PRECEDENT. The effectiveness of the
amendments contained in Section 2 hereof and Lender's consents contained in
Section 3 and Section 4 are subject to the satisfaction of each of the
following conditions precedent, in form and substance satisfactory to Lender,
unless satisfaction thereof is specifically waived in writing by Lender:
a. No Event of Default exists under (and as
defined in) the Loan Agreement;
b. Borrower delivers to Lender final drafts of
all documents to be executed in conjunction with the H&A Merger and such
documents are satisfactory in all respects to Lender in its sole discretion;
c. Lender receives assurances satisfactory to
it that (1) H&A will consent to the terms of the Loan Agreement to the extent
that its consent is required under the terms of the Reorganization Agreement or
the H&A Merger Agreement and (2) the transactions contemplated by the H&A
Merger Documents will be, fully consummated in accordance with the terms
thereof as in effect on the date hereof. As used herein, the term "H&A Merger
Agreement" means those certain Articles of Merger dated December 29, 1997, by
and between H&A Merger Sub, Inc., a Georgia corporation, and Borrower, together
with all schedules and exhibits
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thereto; and the term "H&A Merger Documents" means the H&A Merger Agreement and
each of the instruments and agreements that are to be executed in connection
therewith; and
d. Lender receives such other documents,
instruments and agreements as Lender may reasonably request to give effect to
the terms and provisions of this Agreement.
9. ADDITIONAL COVENANTS. To induce Lender to enter into
this Agreement, Borrower covenants and agrees that:
a. Upon receipt by Borrower of the equity
contribution in the amount of $35,000,000 from Xxxxx Corporation, Borrower will
remit to Lender $4,529,200 or such greater amount as is necessary to satisfy
all Obligations owing by Borrower to Lender under Term Loan B on or before the
second day following Borrower's receipt of such contribution;
b. On or before the close of business on
December 31, 1997, Borrower will deliver or cause to be delivered to Lender
evidence that the Certificate of Merger with respect to the H&A Merger has been
filed with the Secretary of State of the State of Georgia and the H&A Merger is
valid and effective in accordance with the terms and provisions of the H&A
Merger Agreement and the applicable corporation statutes of the State of
Georgia; and
c. On or before the close of business on
December 31, 1997, Borrower will deliver or cause to be delivered to Lender an
opinion letter of counsel to Borrower with respect to the H&A Merger Agreement,
the effectiveness of the H&A Merger as of the date hereof.
d. On or before the close of business on
December 31, 1997, Lender shall have received assurances satisfactory to it
(including assurances in the form of the Certificate Regarding Merger to be
executed and delivered to Lender in the form provided by Lender to Borrower)
that (1) H&A has consented to the terms of the Loan Agreement to the extent
that its consent is required under the terms of the Reorganization Agreement or
the H&A Merger Agreement and (2) the transactions contemplated by the H&A
Merger Documents have been fully consummated in accordance with the terms
thereof as in effect on the date hereof.
e. On or before the close of business on
December 31, 1997, Borrower shall cause Xxxxx Corporation to execute and
deliver to Lender a Capital Contribution Agreement in form and substance
satisfactory to Lender, pursuant to which Xxxxx Corporation agrees to advance
to Borrower, as a contribution to Borrower's capital, an amount equal to
$35,000,000 in cash;
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f. On or before the close of business on
December 31, 1997, Borrower shall cause each of Xxxxx Corporation and Access
Beyond Technologies, Inc. ("AB Technologies") to execute and deliver to Lender
a Guaranty in form and substance satisfactory to Lender, pursuant to which each
of Xxxxx Corporation and AB Technologies unconditionally guarantees all
indebtedness owing from Borrower to Lender at any time;
g. On or before the close of business on
December 31, 1997, Borrower shall cause each of Xxxxx Corporation and AB
Technologies to execute and deliver to Lender a General Security Agreement in
form and substance satisfactory to Lender, pursuant to which such company
grants to Lender a lien upon all of its assets as further security for all
indebtedness owing from Borrower to Lender at any time;
h. On or before the close of business on
December 31, 1997, Borrower shall cause each of Xxxxx Corporation and Penril to
execute and deliver to Lender any and all documents, instruments and agreements
necessary to perfect Lender's security interests in the assets of such company;
i. On or before the close of business on
December 31, 1997, Borrower shall cause Xxxxx Corporation to deliver to Lender
evidence satisfactory to Lender that Xxxxx Corporation's execution, delivery
and performance of the Guaranty and the General Security Agreement
(collectively, the "Xxxxx Corporation Documents") will not (i) violate any
provisions of the Articles of Incorporation or By-Laws of Xxxxx Corporation;
(ii) result in or constitute a default under any agreement or instrument to
which Xxxxx Corporation is a party or any of its properties is bound; (iii)
violate any provision of any judicial or administrative law, rule or
regulation, or any judgment, decree or determination by which Xxxxx Corporation
or any of its properties is bound; or (iv) cause, result in or require the
creation or imposition in favor of any one of any lien upon or security
interest in any property now or hereafter acquired by Xxxxx Corporation;
j. On or before the close of business on
December 31, 1997, Borrower shall cause Xxxxx Corporation to deliver to Lender
a copy of the resolutions adopted by the directors of Xxxxx Corporation,
certified by an officer of Xxxxx Corporation, which resolutions authorize Xxxxx
Corporation's execution, delivery and performance of the Xxxxx Corporation
Documents;
k. On or before the close of business on
December 31, 1997, Borrower shall cause Xxxxx Corporation to deliver to Lender
a favorable opinion from Xxxxx Corporation's counsel, which counsel shall be
acceptable to Lender, with respect to (i) the enforceability of the Xxxxx
Corporation Documents; (ii) the perfection of Lender's charge upon the security
interests in the
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assets of Xxxxx Corporation; and (iii) such other matters as requested by
Lender;
l. On or before the close of business on
December 31, 1997, Borrower shall cause AB Technologies to deliver to Lender
evidence satisfactory to Lender that AB Technologies' execution, delivery and
performance of the Guaranty and the General Security Agreement (collectively,
the "AB Technologies Documents") will not (i) violate any provisions of the
Articles of Incorporation or ByLaws of AB Technologies; (ii) result in or
constitute a default under any agreement or instrument to which AB Technologies
is a party or any of its properties is bound; (iii) violate any provision of
any judicial or administrative law, rule or regulation, or any judgment, decree
or determination by which AB Technologies or any of its properties is bound; or
(iv) cause, result in or require the creation or imposition in favor of any one
of any lien upon or security interest in any property now or hereafter acquired
by AB Technologies;
m. On or before the close of business on
December 31, 1997, Borrower shall cause AB Technologies to deliver to Lender a
copy of the resolutions adopted by the directors of Xxxxx Corporation,
certified by an officer of AB Technologies, which resolutions authorize AB
Technologies' execution, delivery and performance of the AB Technologies
Documents;
n. On or before the close of business on
December 31, 1997, Borrower shall cause AB Technologies to deliver to Lender a
favorable opinion from AB Technologies' counsel, which counsel shall be
acceptable to Lender, with respect to (i) the enforceability of the AB
Technologies Documents; (ii) the perfection of Lender's charge upon the
security interests in the assets of AB Technologies; and (iii) such other
matters as requested by Lender; and
o. On or before the close of business on
December 31, 1997, Borrower shall deliver or cause to be delivered to Lender
such other document, instruments and agreements as Lender may reasonably
request.
Borrower agrees that any breach of the foregoing covenants shall
constitute an Event of Default under the Loan Agreement and shall nullify
Lender's consents contained herein.
10. AMENDMENT FEE. Borrower agrees to pay to Lender a
fee in the amount of $75,000 in immediately available funds on the date hereof
in consideration for Lender's willingness to enter into this Agreement.
11. EXPENSES OF LENDER. Borrower agrees to pay, ON
DEMAND, all costs and expenses incurred by Lender in connection
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with the preparation, negotiation and execution of this Agreement and any other
Transaction Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the
costs and fees of Lender's legal counsel and any taxes or expenses associated
with or incurred in connection with any instrument or agreement referred to
herein or contemplated hereby.
12. EFFECTIVENESS/GOVERNING LAW. This Agreement shall be
effective upon acceptance by Lender (notice of which acceptance is hereby
waived) whereupon the same shall be governed by and construed in accordance
with the internal laws of the State of Georgia; provided, that, if this
Agreement is not executed by Borrower and delivered to Lender on or before
December 31, 1997, the amendments contained herein shall be null and void and
Lender's consents contained herein shall be ineffective.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
14. NO NOVATION, ETC.. Except as otherwise expressly
provided in this Agreement, nothing herein shall be deemed to amend or modify
any provision of the Loan Agreement or any of the other Transaction Documents,
each of which shall remain in full force and effect. This Agreement is not
intended to be, nor shall it be construed to create, a novation or accord and
satisfaction, and the Loan Agreement as herein modified shall continue in full
force and effect.
15. COUNTERPARTS; TELECOPIED SIGNATURES. This Agreement
may be executed in any number of counterparts and by different parties to this
Agreement on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall
be deemed to be an original signature hereto.
16. FURTHER ASSURANCES. Borrower agrees to take such
further actions as Lender shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.
17. SECTION TITLES. Section titles and references used
in this Agreement shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto.
18. RELEASE OF CLAIMS. TO INDUCE LENDER TO ENTER INTO
THIS AGREEMENT, BORROWER HEREBY RELEASES, ACQUITS AND FOREVER
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DISCHARGES LENDER, AND ALL OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS OF LENDER, FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS
OR CAUSES OR ACTIONS OF ANY KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE
OR CONTINGENT, DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR
UNKNOWN, THAT BORROWER NOW HAS OR EVER HAD AGAINST LENDER ARISING UNDER OR IN
CONNECTION WITH ANY OF THE TRANSACTION DOCUMENTS OR OTHERWISE.
19. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO EACH HEREBY WAIVES THE RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
ATTEST: XXXXX MICROCOMPUTER PRODUCTS, INC.
("Borrower")
/s/ G. Xxxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxx
--------------------------- -------------------------------
Assistant Secretary
[CORPORATE SEAL] Title: Vice President
----------------------------
Accepted and agreed to:
THE CIT GROUP/CREDIT FINANCE, INC.
("Lender")
By: /s/
-------------------------------
Title: Senior Vice President
----------------------------
[Consent and Reaffirmation on the following page]
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CONSENT AND REAFFIRMATION
Each of the undersigned guarantors of the Obligations of Borrower at
any time owing to Lender hereby (i) acknowledge receipt of a copy of the
foregoing Fourth Amendment to Loan and Security Agreement; (ii) consent to
Borrower's execution and delivery thereof and of the other documents,
instruments or agreements Borrower agrees to execute and deliver pursuant
thereto; (iii) agree to be bound thereby; and (iv) affirm that nothing
contained therein shall modify in any respect whatsoever its respective
guaranty of the Obligations and reaffirm that such guaranty is and shall remain
in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Consent and
Reaffirmation on and as of the date of such Fourth Amendment to Loan and
Security Agreement and Consent Agreement.
XXXXX MICROCOMPUTER PRODUCTS
(AUSTRALIA) PTY LIMITED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, Director
XXXXX MICROCOMPUTER PRODUCTS
(CANADA) LIMITED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, President
PRACTICAL PERIPHERALS (EUROPE)
LIMITED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, Director
XXXXX MICROCOMPUTER PRODUCTS
(FRANCE) S.A.R.L.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, Authorized
Representative
[Signatures continued on following page]
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XXXXX MICROCOMPUTER PRODUCTS
DE MEXICO S.A. DE C.V.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, Sole
Administrator
XXXXX MICROCOMPUTER PRODUCTS
(INTERNATIONAL) LIMITED
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, President
ENTERPRISE TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
XXXX X. XXXXXX, President
XXXXX GOVERNMENT SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, President
CARDINAL TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
XXXXXX X. XXXXX, President
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