EXHIBIT 10.1
AMENDMENT TO LOAN AGREEMENT
AND SECOND AMENDMENT
TO COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT, COLLATERAL ASSIGNMENT AND
SECURITY AGREEMENT (the "Amendment") is made this 31st day of
August, 1995, by and between ELCOTEL, INC., a Delaware
corporation ("Borrower"), and NATIONSBANK OF FLORIDA, N.A., a
National Banking Association ("Lender").
RECITALS:
WHEREAS, Borrower being indebted to Lender, executed and
delivered to Lender a certain promissory note dated January 20,
1994, in the original principal amount of $1,000,000.00, which
note is secured by accounts receivable, notes receivable and
inventory, as evidenced by, among other loan documents, a
Collateral Assignment dated January 20, 1994, and a Security
Agreement dated January 20, 1994; and
WHEREAS, in connection with an additional $1,000,000 line of
credit loan Borrower executed a $1,000,000 promissory note and a
$2,000,000 Consolidation Promissory Note, both dated August 31,
1994, and executed a Loan Agreement and an Amendment to
Collateral Assignment and Security Agreement both dated August
31, 1994; and
WHEREAS, Borrower has requested Lender to renew the line of
credit loan in the amount of $2,000,000.00, and to make a new
term loan in the amount of $1,000,000.00 (the "Term Loan"); and
WHEREAS, Borrower and Lender desire to amend the terms of
the Loan Agreement, Collateral Assignment and the Security
Agreement to reflect the renewal of the Line of Credit Loan and
making the Term Loan.
NOW THEREFORE, in consideration of the premises and of the
agreements herein contained and the agreement by Lender to make
the Loan, the parties hereto agree as follows:
1. The above recitals are true and correct and are
incorporated herein by this reference.
2. The Note as defined in the Collateral Assignment shall
be deemed to include the Renewal Promissory Note in the amount of
$2,000,000.00 of even date herewith and the Promissory Note in
the amount of $1,000,000.00 of even date herewith. Lender
represents to the best of its knowledge there is not currently a
reserve requirement imposed by the Federal Reserve System for
establishing Lender's Floating Libor Rate, as defined in such
notes, or any other additional costs as defined in Article 2(b)
in each of the above referenced notes.
3. The term "Loan" as defined in the Loan Agreement shall
include the $1,000,000 Term Loan of even date herewith. The
obligations secured by the Loan Agreement, Collateral Assignment
and Security Agreement shall include all debts, obligations,
liabilities and agreements of Borrower to Lender, now or
hereafter existing, including but not limited to the indebtedness
evidenced by the $2,000,000 Renewal Promissory Note and the
$1,000,000 Promissory Note of even date, and all renewals,
extensions or modifications thereof.
4. Paragraph 3 of the Addendum to Security Agreement and
paragraph 2.D. of the Loan Agreement are hereby modified to: (a)
increase the cap on the applicable percentage of Inventory from
$250,000 to $500,000, and (b) reduce the percentage of Eligible
Note Portfolio from 75% to 50%. Further paragraph 3 of the
Addendum to Security Agreement and paragraph 1.I. of the Loan
Agreement are amended to exclude from the definition of eligible
Note Portfolio all promissory notes now existing or hereafter
executed and delivered from Amtel to Borrower, which promissory
notes currently total $3,200,000.00.
5. Paragraph 5.A. of the Loan Agreement is amended to
change the capital expenditures limitation from $520,000 to
$500,000.
6. All references to Loan Agreement in the Security
Agreement and Collateral Assignment shall mean the Loan Agreement
dated August 31, 1994 as amended by Amendment to Loan Agreement
of even date herewith by and between Borrower and Lender.
7. Except as modified herein, all other terms and
conditions of the Loan Agreement, Collateral Assignment and the
Security Agreement shall remain unchanged and in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment, and shall be conclusively deemed to have executed such
on the day and year first written above.
NATIONSBANK OF FLORIDA, N.A., ELCOTEL, INC., a Delaware
a National Banking Association corporation
By:/s/ Xxxxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxx
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Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx
Vice President Vice President and Chief
Financial Officer
Address: 0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000 Address: 0000 Xxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
(CORPORATE SEAL)
(CORPORATE SEAL)
