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EXHIBIT 10.17
December 20, 1996
Xx. Xxxxxxx X. Xxxxx
Vice President and Chief Financial Officer
Odetics, Inc.
0000 Xxxxx Xxxxxxxxxx
Xxxxxxx, XX 00000-0000
Dear Xxxx:
Reference is hereby made to that certain Loan and Security Agreement dated as
of August 30, 1994, as amended (the "Agreement"), among Odetics, Inc., ATL
Products, Inc., and Gyyr, Incorporated (collectively the "Borrowers"), Imperial
Bank ("Imperial"), and Comerica Bank-California ("Comerica"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Agreement.
We hereby confirm the commitment of Imperial and Comerica to enter into
Amendment Number Six to the Loan and Security Agreement (the "Sixth Agreement")
which would include, but not be limited to, the following:
1. Release of ATL Products, Inc. as a co-borrower;
2. Release of the security interest in assets owned by ATL Products,
Inc.;
3. Concurrent with the Successful Offering of ATL Products, Inc.,
revision of covenants under section 10.16 of the Agreement,
primarily sections 10.16(c), 10.16(d), and section 10.16(e).
This commitment letter is not meant to define all of the provisions which will
be contained in the definitive legal documentation for this transaction. Rather,
it is intended to outline the basic points of our understanding around which
the final terms and documentation are to be structured.
The commitment of Imperial and Comerica to enter into the Sixth Amendment is
contingent upon (a) the completion of a successful public offering of the
common stock of ATL Products, Inc., yielding at least $17,000,000 in proceeds
net of underwriting discounts and commissions ("Successful Offering"), (b) the
distribution of 40% of the net proceeds of the Successful Offering by ATL
Products, Inc. to Odetics, Inc. as a principal reduction on the intercompany
note, (c) the reduction of the outstanding principal balance under the
Agreement in an amount equal to the distribution to Odetics, Inc., (d) the
execution and delivery of documentation which shall be in form and substance
satisfactory to Imperial and Comerica and their respective counsel, and (e) the
continued satisfaction of Imperial and Comerica with the Borrowers' business
and condition (financial or otherwise).
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Xx. Xxxxxxx X. Xxxxx
December 20, 1996
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The Borrowers agree to pay all reasonable costs, fees and expenses incurred by
Imperial and Comerica in connection with the preparation and execution of the
Sixth Amendment, including, without limitation, the fees and related
disbursements of any legal counsel.
The commitment of Imperial and Comerica contained herein shall automatically
terminate unless documentation is executed by all parties thereto on or before
March 31, 1997.
Sincerely,
IMPERIAL BANK COMERICA BANK-CALIFORNIA
/s/ XXXXXXXX XXXXXXX /s/ XXXX XXXXXXX
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Xxxxxxxx Xxxxxxx Xxxx X. Xxxxxxx
Regional Vice President First Vice President
