SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Exhibit 10.1
SEVENTH AMENDMENT
TO
This
Seventh Amendment to Loan and Security Agreement (this “Amendment”) is
entered into as of January 8, 2018, to be effective as of December
27, 2017, by and between Silicon Valley Bank (“Bank”)
and by and among Silicon Valley Bank (“Bank”), Relm
Wireless Corporation, a Nevada corporation (“Relm
Wireless”), and Relm Communications, Inc., a Florida
corporation (“Relm Communications” and together with
Relm Wireless, individually and collectively, jointly and
severally, “Borrower”) whose address is 0000 Xxxxxxxxxx
Xxxxx, Xxxx Xxxxxxxxx, Xxxxxxx 00000.
Recitals
A. Bank
and Borrower have entered into that certain Loan and Security
Agreement dated as of October 23, 2008 (as the same has been and
may from time to time be further amended, modified, supplemented or
restated, the “Loan Agreement”).
B. Bank
has extended credit to Borrower for the purposes permitted in the
Loan Agreement.
C. Borrower
has requested that Bank amend the Loan Agreement to extend the
maturity date.
D. Bank
has agreed to so extend the maturity date, but only to the extent,
in accordance with the terms, subject to the conditions and in
reliance upon the representations and warranties set forth
below.
Agreement
Now,
Therefore, in consideration of the foregoing recitals and
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and intending to be legally bound,
the parties hereto agree as follows:
1. Definitions.
Capitalized terms used but not defined in this Amendment shall have
the meanings given to them in the Loan Agreement.
2. Amendment
to Loan Agreement.
2.1 Section
13 (Definitions). The
following term and its definition set forth in Section 13.1
are amended in their entirety and replaced with the
following:
“Revolving Line Maturity Date” is
December 26, 2018.
3.
Limitation
of Amendment.
3.1 The
amendment set forth in Section 2 above is effective for the
purposes set forth herein and shall be limited precisely as written
and shall not be deemed to (a) be a consent to any amendment,
waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which
Bank may now have or may have in the future under or in connection
with any Loan Document.
3.2 This
Amendment shall be construed in connection with and as part of the
Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan
Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.
4. Representations
and Warranties. To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as
follows:
4.1 Immediately
after giving effect to this Amendment (a) the representations
and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except
to the extent such representations and warranties relate to an
earlier date, in which case they are true and correct as of such
date), and (b) no Event of Default has occurred and is
continuing;
4.2 Borrower
has the power and authority to execute and deliver this Amendment
and to perform its obligations under the Loan Agreement, as amended
by this Amendment;
4.3 The
organizational documents of Borrower most recently delivered to
Bank remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force
and effect;
4.4 The
execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, have been duly
authorized;
4.5 The
execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not
contravene (a) any material law or regulation binding on or
affecting Borrower, (b) any material contractual restriction
with a Person binding on Borrower, (c) any order, judgment or
decree of any court or other governmental or public body or
authority, or subdivision thereof, binding on Borrower, or
(d) the organizational documents of Borrower;
4.6 The
execution and delivery by Borrower of this Amendment and the
performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order,
consent, approval, license, authorization or validation of, or
filing, recording or registration with, or exemption by any
governmental or public body or authority, or subdivision thereof,
binding on Borrower, except as already has been obtained or made;
and
4.7 This
Amendment has been duly executed and delivered by Borrower and is
the binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and
equitable principles relating to or affecting creditors’
rights.
5. Integration.
This Amendment and the Loan Documents represent the entire
agreement about this subject matter and supersede prior
negotiations or agreements. All prior agreements, understandings,
representations, warranties, and negotiations between the parties
about the subject matter of this Amendment and the Loan Documents
merge into this Amendment and the Loan Documents.
6. Counterparts.
This Amendment may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to
constitute one and the same instrument.
7. Effectiveness.
This Amendment shall be deemed effective as of December 27, 2017,
upon (a) the due execution and delivery to Bank of this Amendment
by each party hereto, (b) Borrower’s payment of an
amendment fee in an amount equal to Two Thousand Five Hundred
Dollars ($2,500), and (c) payment of Bank’s legal fees and
expenses in connection with the negotiation and preparation of this
Amendment.
[Signature
page follows.]
In
Witness Whereof, the
parties hereto have caused this Amendment to be duly executed and
delivered as of the date first written above.
|
BANK
|
BORROWER
|
|
Silicon
Valley Bank
By: /s/
Xxxxx Xxxxxxxx
Name: Xxxxx
Xxxxxxxx
Title: Vice
President
|
Relm
Wireless Corporation
By: /s/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: EVP
& CFO
|
|
|
Relm
Communications, Inc.
By: /s/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: EVP
& CFO
|
[Signature
Page to Seventh Amendment to Loan and Security
Agreement]
