THIRD AMENDMENT OF LOAN AGREEMENT
PARTIES:
XXXX MEDIA CORPORATION, an Oregon corporation (Borrower)
UNITED STATES NATIONAL BANK OF OREGON (Bank)
RECITALS:
On October 31, 1996, Borrower, Bank and certain Guarantors entered into
a Loan Agreement (the Original Loan Agreement). The Original Loan Agreement was
subsequently modified by First Amendment of Loan Agreement and a Second
Amendment of Loan Agreement (the Second Amendment). The Original Loan Agreement,
as modified, is referred to in this amendment as the Loan Agreement. Except as
specifically set forth in this amendment, all capitalized terms have the
meanings assigned in the Loan Agreement.
AGREEMENTS:
1. THE REVOLVING LOAN.
a. MAXIMUM AMOUNT. Subparagraph 3.a. of the Loan Agreement
is modified to read as follows:
"a. MAXIMUM AMOUNT. Subject to the terms and conditions
of this Agreement, Bank, at its option, may make Advances to
Borrower from time to time on a revolving credit basis in an
aggregate principal amount not to exceed at any one time
outstanding an amount equal to the lesser of (i) Two Million
Dollars ($2,000,000); and (ii) the Borrowing Base then in
effect."
b. THE REVOLVING NOTE. The first sentence of Paragraph 3.d. of
the Loan Agreement is modified to read as follows:
"d. ADVANCES. Advances under the Revolving Loan shall
be evidenced by a Revolving Note executed by Borrower in the
principal amount of Two Million Dollars ($2,000,000)."
c. FEE. Contemporaneously with the execution of this
amendment, Borrower shall pay to Bank a fee of Two Thousand Five Hundred Dollars
($2,500).
2. CURRENT RATIO COVENANT. Borrower's covenant to maintain a ratio of
Current Assets to Current Liabilities of not less 1:1 as of the end of each
calendar quarter of Borrower is terminated, effective May 1, 1997.
3. ADDITIONAL DOCUMENTS. Contemporaneously with the execution of this
amendment, Borrower shall deliver to Bank, in form and substance satisfactory to
Bank, the following:
a. A Revolving Note.
b. A written opinion of Gleaves, Swearingen, Larsen, Potter,
Xxxxx & Xxxxx and/or Tonkon, Xxxx, Xxxxx, Marmaduke & Booth, the counsel for
Borrower, dated as of the date of this amendment and addressed to Bank, in form
and substance satisfactory to Bank.
c. Any other documents that Bank may reasonably request.
4. REPRESENTATIONS AND WARRANTIES. To induce Bank to enter into this
amendment, Borrower represents and warrants to Bank that, except as previously
disclosed to Bank:
a. All representations and warranties of Borrower contained in
the Loan Agreement continue to be true and complete as of the date of this
amendment.
b. No Event of Default has occurred or is continuing, and no
event has occurred and is continuing that, with the giving of notice or the
passage of time, or both, would be an Event of Default under the Loan Agreement.
c. No material adverse change has occurred in the financial
condition of Borrower since the date of the Second Amendment.
d. Borrower's execution, delivery and performance of this
amendment and all documents executed pursuant to this amendment have been duly
authorized by all necessary action, do not contravene any Law binding on it or
its organizational documents, and do not contravene the provisions of or
constitute a default under any agreement or instrument to which it is a party or
by which it may be bound or affected.
e. This amendment and all documents executed pursuant to this
amendment are, and when delivered will be, valid, binding and enforceable in
accordance with their respective terms.
5. NOTICES. In modification of Paragraph 16.h. of the Loan Agreement,
and in modification of any notice provisions in the other Loan Documents,
Borrower designates the following address for notices:
Borrower: 0000 X. 00xx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxx
6. COUNTERPARTS; EXECUTION BY FACSIMILE. This amendment may be executed
in several counterparts, each of which will be deemed to be an original and all
of which together constitute one and the same instrument. Delivery of an
executed copy of this amendment by telecopy, telex or other means of electronic
communication producing a printed copy will be deemed to be an execution and
delivery of this amendment on the date of such communication by the parties so
delivering such a copy. The party so delivering such a copy via electronic
communication shall deliver an executed original of this amendment to the other
party within one (1) week of the date of delivery of the copy sent via
electronic communication.
7. EFFECT. Except as specifically modified by this amendment, or any
document executed pursuant to this amendment, the Loan Documents remain in full
force and effect.
8. DISCLOSURE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY A BANK AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR
SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS
CONSIDERATION AND BE SIGNED BY THE BANK TO BE ENFORCEABLE.
Dated as of June 20, 1997.
XXXX MEDIA CORPORATION UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxx, President Xxxxx Xxxxxxx, Vice President
