Exhibit 10.43
Sanwa
Bank
California
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST Amendment to CREDIT AGREEMENT (the "Amendment") is made and
entered into as of April 1, 1999, by and between SANWA BANK CALIFORNIA (the
"Bank") and ATG INC. (the "Borrower") with respect to the following:
This Amendment shall be deemed to be a part of and subject to that certain
Credit Agreement dated as of December 28, 1998, as it may be amended from time
to time, and any and all addenda and riders thereto (collectively the
"Agreement"). Unless otherwise defined herein, all terms used in this Amendment
shall have the same meanings as in the Agreement. To the extent that any of the
terms or provisions of this Amendment conflict with those contained in the
Agreement, the terms and provisions contained herein shall control.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify
the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower and
the Bank agree as follows:
1. Modification of Line of Credit Facility. Section 2.02 of the Agreement is
modified and amended as follows: The dollar amount provided for in section
2.02 of the Agreement, which is currently $9,500,000.00, is hereby modified
and changed to be $13,000,000.00.
2. Modification of Repayment of Principal. Section 2.02 D of the Agreement is
modified and amended as follows: The date provided for in section 2.02 D of
the Agreement, which is currently June 30, 1999, is hereby modified and
changed to be September 1, 1999.
3. Modification of Expiration of the Line of Credit Facility. Section 2.02 H
of the Agreement is modified and amended as follows: The date provided for
in section 2.02 H of the Agreement, which is currently June 30, 1999, is
hereby modified and changed to be September 1, 1999.
4. Modification of Letter of Credit Facility. Section 2.03 of the Agreement is
modified and amended as follows: The dollar amount provided for in section
2.03 of the Agreement, which is currently $3,000,000.00, is hereby modified
and changed to be $3,500,000.00. The dollar amounts provided for in section
2.03, which are currently $9,500,000.00, are hereby modified and changed to
be $13,000,000.00.
5. Modification of Expiration of Facility. Section 2.03 B of the Agreement is
modified and amended as follows: The date provided for in section 2.03 B of
the Agreement, which is currently June 30, 1999, is hereby modified and
changed to be September 1, 1999.
6. Modification of Additional Indebtedness. Section 6.11 of the Agreement is
modified and amended as follows: The dollar amount provided for in section
6.11 of the Agreement, which is currently $2,000,000.00, is hereby modified
and changed to be $8,000,000.00.
7. Modification of Loans. Section 6.12 of the Agreement is deleted in its
entirety and the following is substituted in lieu thereof: Section 6.12
Loans. Not make any loans or advances or extend credit to any third
person, including, but not limited to, directors, officers, shareholders,
partners, employees, affiliated entities or subsidiaries of the Borrower,
except for credit extended in the ordinary course of the Borrowers
business as presently conducted.
8. Modification of Liens and Encumbrances. Section 6.13 of the Agreement is
modified and amended as follows: The dollar amount provided for in section
6.13 of the Agreement, which is currently $2,000,000.00, is hereby modified
and changed to be $8,000,000.00.
9. Modification of Debt to Net Worth Ratio. Section 6.16 B of the Agreement
is modified and amended as follows: The ratio provided for in section 6.16
B of the Agreement, which is currently 1.00 to 1.00, is hereby modified
and changed to be 1.50 to 1.00.
10. Modification of Profitability. Section 6.16 E of the Agreement is deleted
in its entirety and the following is substituted in lieu thereof. Section
6.16 E. Profitability. The Borrower shall not show a net loss in any fiscal
quarter.
11. Modification of Capital Expense: Section 6.18 of the Agreement is deleted in
its entirety and the following is substituted in lieu thereof: Section 6.18
Capital Expenses. Not make any fixed capital expenditure or any commitment
therefor, including, but not limited to, incurring liability for leases
which would be, in accordance with generally accepted accounting principles,
reported as capital leases, or purchase any real or personal property in an
aggregate amount exceeding $5,000,000 in any one fiscal year.
12. Change in Revocation or Limitation of Guaranty: Section 7.06 of the
Agreement is deleted in its entirety and the following is substituted in
lieu thereof. Section 7.06 Revocation or Limitation of Guaranty. Any
guaranty shall be revoked or limited or its enforceability or validity shall
be contested by any guarantor, by operation of law, legal proceeding or
otherwise or any guarantor who is a natural person shall die or any covenant
under the guaranty shall be breached.
13. Conditions Precedent. As a condition precedent to the effectiveness of this
Amendment, Borrower agrees to pay to Bank a fee of $8,000.00.
14. Representations and Warranties. The Borrower hereby reaffirms the
representations and warranties contained in the Agreement and represents
that no event, which with notice or lapse of time, could become an Event of
Default, has occurred or is continuing.
15. Confirmation of Other Terms and Conditions of the Agreement. Except as
specifically provided in this Amendment, all other terms, conditions and
covenants of the Agreement unaffected by this Amendment shall remain
unchanged and shall continue in full force and effect and the Borrower
hereby covenants and agrees to perform and observe all terms, covenants and
agreements provided for in the Agreement, as hereby amended.
16. Governing Law. This Amendment shall be governed and construed in accordance
with the laws of the State of California to which jurisdiction the parties
hereto hereby consent and submit.
17. Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto
as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA
BY: /s/ Xxxx Xxxxxxxx BY: /s/ Xxxxxx Xxxx
------------------------ ----------------------
NAME: Xxxx Xxxxxxxx, Assistant NAME: Xxxxxx Xxxx, President
Vice President
ADDRESS:
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
