EXHIBIT 10.30C
LOAN AGREEMENT
THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered
into as of September 17, 1997 by and between P-Com, Inc. a Delaware Corporation
("Borrower") and UNION BANK OF CALIFORNIA, N.A. ("Bank") This Agreement amends
and restates in its entirety that certain loan agreement dated March 3, 1997
between Bank and Borrower.
SECTION 1. THE LOAN
1.1.1 THE REVOLVING LOAN. Bank will loan to Borrower an amount not to
exceed Twenty Million Dollars ($20,000,000) outstanding in the aggregate at any
one time (the "Revolving Loan"). Borrower may borrow, repay and reborrow all or
part of the Revolving Loan in amounts of not less than One Million Dollars
($1,000,000) in accordance with the terms of the Revolving Note. All
borrowing's of the Revolving Loan must be made before March 31, 1998, at which
time all unpaid principal and interest of the Revolving Loan shall be due and
payable. The Revolving Loan shall be evidenced by a promissory note (the
"Revolving Note") on the standard form used by Bank for commercial loans. Bank
shall enter each amount borrowed and repaid in Bank's records, and such entries
shall be deemed to accurately reflect both principal outstanding and payments
made. Omission of Bank to make any such entries shall not discharge Borrower of
its obligation to repay in full with interest all amounts borrowed.
1.1.2 THE STANDBY L/C SUBLIMIT. As a sublimit to the Revolving Loan, Bank
shall issue, for the account of Borrower, one or more irrevocable, standby
letters of credit (individually, an "L/C" and collectively, the "L/Cs"). All
such standby L/Cs shall be drawn on such terms and conditions as are acceptable
to Bank. The aggregate amount available to be drawn under all outstanding L/Cs
and the aggregate amount of unpaid reimbursement obligations under drawn L/Cs
shall not exceed Ten Million Dollars ($10,000,000) and shall reduce, dollar for
dollar, the maximum amount available under the Revolving Loan. No standby L/C
shall have an expiry date more than twelve months from its date of issuance and
each L/C shall be governed by the terms of (and Borrower agrees to execute)
Bank's standard form for standby L/C applications and reimbursement agreements.
No L/C shall expire after June 30, 1998.
1.2 TERMINOLOGY.
As used herein the following words shall have the following definitions:
"Loan" shall mean, collectively, all the credit facilities described above.
"Note" shall mean, collectively, all the promissory notes described above.
"Loan Documents" shall mean all documents executed in connection with this
Agreement.
"Guarantor" or "Guarantors" shall mean Geritel S.p.A., Technosystem S.p.A.,
P-Com United Kingdom, Inc., P-Com Finance Corporation, P-Com Field Services,
Inc. and Control Resources Corporation and each and every entity in which
Borrower now or hereafter owns a majority interest, each Guarantor to execute a
continuing Guaranty of all Borrower's obligations to Bank and each such Guaranty
being in form and substance satisfactory to Bank.
"EBITDA" shall mean income statement earnings before interest expense,
taxes, depreciation and amortization expenses as measured for the preceding
four fiscal quarters.
1.3 PURPOSE OF LOAN. The proceeds of the Revolving Loan shall be used for
general short term working capital purposes, issuance of performance Standby
L/C's, and allowable acquisitions.
1.4 INTEREST. The unpaid principal balance of the Revolving Loan shall
bear interest at the rates set in the following matrix based on Borrower's ratio
of Total Liabilities to EBITDA, as more specifically provided in the Revolving
Note.
Interest Rate Matrix:
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Total Liabilities to EBITDA LIBOR Margin Base Rate Margin
Greater than 2.25 to 2.75 1.75% 0.50%
Greater than 2.00 to 2.25 1.50% 0.0%
Greater than 1.25 to 2.00 1.25% 0.0%
1.25 1.00% 0.0%
1.5 FEES. All fees in connection with the Loan are as follows:
(a) On the last calendar day of the third month following the
execution of this Agreement and on the last calendar day of each three-month
period thereafter until March 31, 1998, or the earlier termination of the Loan,
Borrower shall pay to Bank a fee of Two Hundred Fifteen Thousandths of One
percent (0.215%) per year on the average unused portion of the Loan for the
preceding quarter computed on the basis of actual days elapsed of a year of 360
days;
(b) Standby L/C Issuance Fee shall be at One and One-half of One
Percent (1.50%) per annum.
1.6 BALANCES. Borrower shall maintain its major depository accounts with
Bank until the Note and all sums payable pursuant to this Agreement have been
paid in full and Banks commitment to lend has been canceled.
1.7 DISBURSEMENT. Upon execution hereof, Bank shall disburse the proceeds
of the Loan as provided in Bank's standard form Authorization executed by
Borrower.
1.8 CONTROLLING DOCUMENT. In the event of any inconsistency between the
terms of this Agreement and any Note or any of the other Loan Documents, the
terms of such Note or other Loan Documents will prevail over the terms of this
Agreement.
1.9 FURTHER DEFINITION. As used throughout this Agreement, "material",
"material adverse change," and/or "material adverse effect," as each of these
terms may appear in this Agreement and any of the Loan Documents, shall mean,
each in context, a negative result or potential result arising directly or
indirectly from facts that, in the totality of the circumstances, Bank considers
substantive and germane to (a) the business, assets, operations, or financial or
other condition or Borrower or any existing or future guarantor ("guarantor");
(b) the ability of Borrower or any guarantor to pay or perform in accordance
with the terms of this Agreement and any Loan Document to which either or any
are a party; or (C) the rights and remedies of Bank under this Agreement or any
Loan Documents.
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SECTION 2. CONDITIONS PRECEDENT
Bank shall not be obligated to disburse all or any portion of the
proceeds of the Loan or issue any L/C unless at or prior to the time for the
making of such disbursement, the following conditions have been fulfilled to
Bank's satisfaction:
2.1 COMPLIANCE. Borrower shall have performed and complied with all terms
and conditions required by this Agreement to be performed or complied with by it
prior to or at the date of the making of such disbursement and shall have
executed and delivered to Bank the Note and other documents deemed necessary by
Bank.
2.2 GUARANTIES. Borrower shall ensure Bank is provided the Continuing
Guaranties from the Guarantors.
2.3 BORROWING RESOLUTION. Borrower shall have provided Bank with certified
copies of resolutions duly adopted by the Board of Directors of Borrower,
authorizing this Agreement and the Loan Documents. Such resolutions shall also
designate the persons who are authorized to act on Borrower's behalf in
connection with this Agreement and to do the things required of Borrower
pursuant to this Agreement.
2.4 CONTINUING COMPLIANCE. At the time any disbursement is to be made,
there shall not exist any event, condition or act which constitutes an event of
default under Section 6 hereof or any event, condition or act which with notice,
lapse of time or both would constitute such event of default; nor shall there be
any such event, condition, or act immediately after the disbursement were it to
be made.
SECTION 3. REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that:
3.1 BUSINESS ACTIVITY. The principal business of Borrower is the design,
development, and marketing of short-haul microwave radio systems for use in the
telecommunications marketplace.
3.2 AUTHORITY TO BORROW. The execution, delivery and performance of this
Agreement, the Note and all other agreements and instruments required by Bank in
connection with the Loan are not in contravention of any of the terms of any
indenture, agreement or undertaking to which Borrower is a party or by which it
or any of its property is bound or affected.
3.3 FINANCIAL STATEMENTS. The financial statements of Borrower, including
both a balance sheet at , December 31, 1996 and June 30, 1997, together with
supporting schedules, and an income statement for the twelve (12) months ended
December 31, 1996 and six (6) months-ended June 30, 1997, have heretofore been
furnished to Bank, and are true and complete and fairly represent the financial
condition of Borrower during the period covered thereby. Since December 31,
1996, and June 30, 1997, there has been no material adverse change in the
financial condition or operations of Borrower.
3.4 TITLE. Except for assets which may have been disposed of in the
ordinary course of business, Borrower has good and marketable title to all of
the property reflected in its financial statements delivered to Bank and to all
property acquired by Borrower since the date of said financial statements, free
and clear of all liens, encumbrances, security interests, adverse claims, and
negative pledges, except those specifically referred to in said financial
statements.
3.5 LITIGATION. There is no litigation or proceeding pending or
threatened against Borrower or any of its property which is reasonably likely to
affect the financial
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condition, property or business of Borrower in a materially adverse manner or
result in liability in excess of Borrower's insurance coverage or an aggregate
of Five Hundred Thousand Dollars ($500,000).
3.6 DEFAULT. Borrower is not now in default in the payment of any of its
material obligations, and there exists no event, condition or act which
constitutes an event of default under Section 6 hereof and no condition, event
or act which with notice or lapse of time, or both, would constitute an event of
default.
3.7 ORGANIZATION. Borrower is duly organized and existing under the laws
of the state of its organization, and has the power and authority to carry on
the business in which it is engaged and/or proposes to engage.
3.8 POWER. Borrower has the power and authority to enter into this
Agreement and to execute and deliver the Note and all of the other Loan
Documents.
3.9 AUTHORIZATION. This Agreement and all things required by this
Agreement have been duly authorized by all requisite action of Borrower.
3.10 QUALIFICATION. Borrower is duly qualified and in good standing in any
jurisdiction where such qualification is required, except to the extent that a
failure to so qualify would not have a material adverse effect on Borrower's
financial condition.
3.11 COMPLIANCE WITH LAWS. Borrower is not in violation with respect to any
applicable laws, rules, ordinances or regulations which materially affect the
operations or financial condition of Borrower.
3.12 ERISA. Any defined benefit pension plans as defined in the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), of Borrower meet,
as of the date hereof, the minimum funding standards of Section 302 of ERISA,
and no Reportable Event or Prohibited Transaction as defined in ERISA has
occurred with respect to any such plan.
3.13 REGULATION U. No action has been taken or is currently planned by
Borrower, or any agent acting on its behalf, which would cause this Agreement or
the Note to violate Regulation U or any other regulation of the Board of
Governors of the Federal Reserve System or to violate the Securities and
Exchange Act of 1934, in each case as in effect now or as the same may hereafter
be in effect. Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock as one of its important
activities and none of the proceeds of the Loan will be used directly or
indirectly for such purpose.
3.14 CONTINUING REPRESENTATIONS. These representations shall be considered
to have been made again at and as of the date of each disbursement of the Loan
and shall be true and correct as of such date or dates.
SECTION 4. AFFIRMATIVE COVENANTS
Until the Note and all sums payable pursuant to this Agreement or any
other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
4.1 USE OF PROCEEDS. Borrower will use the proceeds of the Loan only as
provided in subsection 1.3 above.
4.2 PAYMENT OF OBLIGATIONS. Borrower will pay and discharge promptly all
taxes, assessments and other governmental charges and claims levied or imposed
upon it or its property, or any part thereof, provided, however, that Borrower
shall have the right in good faith to contest
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any such taxes, assessments, charges or claims and, pending the outcome of such
contest, to delay or refuse payment thereof provided that adequately funded
reserves are established by it to pay and discharge any such taxes, assessments,
charges and claims.
4.3 MAINTENANCE OF EXISTENCE. Borrower will maintain and preserve its
existence and assets and all rights, franchises, licenses and other authority
necessary for the conduct of its business and will maintain and preserve its
property, equipment and facilities in good order, condition and repair. Bank
may, at reasonable times, visit and inspect any of the properties of Borrower.
4.4 RECORDS. Borrower will keep and maintain full and accurate accounts
and records of its operations according to generally accepted accounting
principles and will permit Bank to have access thereto, to make examination and
photocopies thereof, and to make audits during regular business hours. Costs for
such audits shall be paid by Borrower.
4.5 INFORMATION FURNISHED. Borrower will furnish to Bank:
(a) Within sixty (60) days after the close of each fiscal quarter,
its 10-Q as of the close of such fiscal quarter, prepared in accordance with the
generally accepted accounting principles and the requirements of the Securities
and Exchange Commission;
(b) Within One Hundred Twenty (120) days after the close of each
fiscal year, Form 10-K as of the close of such fiscal quarter, prepared in
accordance with the generally accepted accounting principles applied on a
consistent basis with that of last year and the requirements of the Securities
and Exchange Commission;
(c) Copies of such financial statements and reports as Borrower may
file with any state or federal agency, including all state and federal income
tax returns, as Bank may reasonably request from time to time.
(d) Such other financial statements and information as Bank may
reasonably request from time to time;
(e) In connection with each financial statement provided hereunder, a
statement executed by the president or chief financial officer of Borrower,
certifying that no default has occurred and no event exists which with notice or
the lapse of time, or both, would result in a default hereunder;
(f) Prompt written notice to Bank of all events of default under any
of the terms or provisions of this Agreement or of any other agreement,
contract, document or instrument entered, or to be entered into with Bank; and
of any litigation which, if decided adversely to Borrower, would have a
material adverse effect on Borrower's financial condition; and of any other
matter which has resulted in, or is likely to result in, a material adverse
change in its financial condition or operations;
(g) Prior written notice to Bank of any changes in Borrower's
officers and other senior management; Borrower's name; and location of
Borrower's assets, principal place of business or chief executive office.
4.6 QUICK RATIO. Borrower shall maintain at all times a ratio of
unrestricted cash, accounts receivable and marketable securities to current
liabilities, including any outstandings under the Revolving Loan of not less
than 0.9:1.0, as such terms are defined by generally accepted accounting
principles, except for the inclusion of Revolving Loan outstandings as a current
liability during the term of the commitment.
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4.7 TANGIBLE NET WORTH. Starting July 1, 1997, Borrower will at all times
maintain Tangible Net Worth of not less than Eighty Five Million Dollars
($85,000,000). Thereafter, Borrower will at all times maintain a minimum
Tangible Net Worth that increases from said amount as of the end of Borrower's
fiscal quarter by eighty five percent (85%) of Borrower's net profit after taxes
plus One Hundred Percent (100%) of the proceed from any additional equity
offerings. "Tangible Net Worth" shall mean net worth increased by both
indebtedness of Borrower subordinated to Bank, and equity offerings, and
decreased by patents, licenses, trademarks, trade names, goodwill and other
similar intangible assets, organizational expenses, and monies due from
affiliates (including officers, shareholders and directors). In the event
Borrower completes an acquisition(s) and accounts for this acquisition(s) on the
pooling of interest accounting method, then any restatement of prior periods
shall not count against this tangible net worth covenant up to a maximum of Five
Million Dollars ($5,000,000).
4.8 DEBT TO EBITDA. Borrower will at all times maintain a ratio of total
liabilities to EBITDA of not more than 2.75:1.0. Debt shall include all balance
sheet liabilities. In the event Borrower acquires other companies using the
pooling of interest accounting method under generally-accepted accounting
principals, this ratio shall be calculated excluding the positive or negative
impact on EBITDA resulting from the pooling of interest restatement.
4.9 PROFITABILITY. Borrower will maintain its operating and net profit
after provision for income taxes, of not less than One Dollar ($1) for any
fiscal year, and that there will be no two consecutive quarterly operating or
after tax losses. In the event of a quarterly operating or after tax loss, the
amount of the quarterly operating or after tax loss cannot exceed five percent
(5%) of the preceding quarters-ended tangible net worth.
4.10 FIXED COVERAGE CHARGE. Borrower shall maintain at all times the ratio
of EBITDA plus rent expense minus capital expenditures divided by scheduled
principal payments plus interest expense plus rent expense of not less than 2:1
on a rolling four quarter basis. In the event Borrower acquires other companies
using the pooling of interest accounting method under generally-accepted
accounting principals, this ratio shall be calculated excluding the positive or
negative impact on EBITDA resulting from the pooling of interest restatement.
4.11 ALLOWABLE ACQUISITIONS. Borrower shall have the ability to enter into
a consolidation or merger or purchase all or the greater part of the assets or
business of another entity provided: (1)the Borrower is the surviving entity and
management team, (2) the acquired business or assets thereof are of a
complimentary or similar business compared to the Borrower, (3) the amount of
cash used, and/or debt assumed in any acquisition transactions does not exceed
an aggregate of Fifteen Million Dollars ($15,000,000) during any fiscal year and
(4) the Borrower certifies in writing at least five business days in advance of
consummation of any allowable acquisition that it is in full compliance on a
pre- and post- acquisition basis of all covenants contained within this
Agreement.
4.12 INSURANCE. Borrower will keep all of its insurable property, real,
personal or mixed, insured by companies and in amounts approved by Bank against
fire and such other risks, and in such amounts, as is customarily obtained by
companies conducting similar business with respect to like properties. Borrower
will furnish to Bank statements of its insurance coverage, will promptly furnish
other or additional insurance deemed necessary by and upon request of Bank to
the extent that such insurance may be available and hereby assigns to Bank, as
security for Borrower's obligations to Bank, the proceeds of any such insurance.
Borrower will maintain adequate worker's compensation insurance and adequate
insurance against liability for damage to persons or property. All policies
shall require at least ten (10) days' written notice to Bank before any policy
may be altered or canceled.
4.13 ADDITIONAL REQUIREMENTS. Borrower will promptly, upon demand by Bank,
take such further action and execute all such additional documents and
instruments in connection with this Agreement as Bank in its reasonable
discretion deems necessary, and promptly supply Bank with such other information
concerning its affairs as Bank may request from time to time.
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4.14 LITIGATION AND ATTORNEYS' FEES. Borrower will pay promptly to Bank
upon demand, reasonable attorneys' fees (including but not limited to the
reasonable estimate of the allocated costs and expenses of in-house legal
counsel and legal staff) and all costs and other expenses paid or incurred by
Bank in collecting, modifying or compromising the Loan or in enforcing or
exercising its rights or remedies created by, connected with or provided for in
this Agreement or any of the Loan Documents, whether or not an arbitration,
judicial action or other proceeding is commenced. If such proceeding is
commenced, only the prevailing party shall be entitled to attorneys' fees and
court costs.
4.15 BANK EXPENSES. Borrower will pay or reimburse Bank for all costs,
expenses and fees incurred by Bank in preparing and documenting this Agreement
and the Loan, and all amendments and modifications thereof, including but not
limited to all filing and recording fees, costs of appraisals, insurance and
attorneys' fees, including the reasonable estimate of the allocated costs and
expenses of in-house legal counsel and legal staff.
4.16 REPORTS UNDER PENSION PLANS. Borrower will furnish to Bank, as soon
as possible and in any event within 15 days after Borrower knows or has reason
to know that any event or condition with respect to any defined benefit pension
plans of Borrower described in Section 3 above has occurred, a statement of an
authorized officer of Borrower describing such event or condition and the
action, if any, which Borrower proposes to take with respect thereto.
SECTION 5. NEGATIVE COVENANTS
Until the Note and all other sums payable pursuant to this Agreement
or any other of the Loan Documents have been paid in full, unless Bank waives
compliance in writing, Borrower agrees that:
5.1 ENCUMBRANCES AND LIENS. Borrower will not create, assume or suffer to
exist any mortgage, pledge, security interest, encumbrance, negative pledge, or
lien (other than for taxes not delinquent and for taxes and other items being
contested in good faith) on property of any kind, whether real, personal or
mixed, now owned or hereafter acquired, or upon the income or profits thereof,
except to Bank and except for minor encumbrances and easements on real property
which do not affect its market value, and except for existing liens on
Borrower's personal property and future purchase money security interests
encumbering only the personal property purchased. All of such permitted property
liens shall not exceed, in the aggregate, Seven Million Dollars ($7,000,000) at
any time.
5.2 BORROWINGS. Borrower will not sell, discount or otherwise transfer any
account receivable or any note, draft or other evidence of indebtedness, except
to Bank, or except to in connection with any ongoing lease financing
arrangements having an aggregate value up to Two Million Five Hundred Thousand
Dollars ($2,500,000) and which are in process as of the date of this Agreement,
or except to a financial institution at face value for deposit or collection
purposes only and without any fee other than fees normally charged by the
financial institution for deposit or collection services. Borrower will not
borrow any money, become contingently liable to borrow money, nor enter any
agreement to directly or indirectly obtain borrowed money, except pursuant to
agreements made with Bank.
5.3 SALE OF ASSETS, LIQUIDATION, OR MERGER. Borrower will neither
liquidate nor dissolve nor enter into any unallowable consolidation or merger
where it is not the surviving entity and management team, partnership or other
combination, nor convey, nor sell, nor lease all or the greater part of its
assets or business, nor lease all or the greater part of the assets or business
of another.
5.4 LOANS, ADVANCES AND GUARANTIES. Borrower will not, except in the
ordinary course of business as currently conducted and to its subsidiaries, make
any loans or advances, become a guarantor or surety, pledge its credit or
properties in any manner or extend credit.
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5.5 INVESTMENTS. Borrower will not purchase the debt or equity of another
person or entity except for savings accounts and certificates of deposit of
Bank, direct U.S. Government obligations and commercial paper issued by
corporations with the top ratings of Xxxxx'x or Standard & Poor's, provided all
such permitted investments shall mature within eighteen months of purchase.
5.6 PAYMENT OF DIVIDENDS. Borrower will not declare or pay any dividends,
other than a dividend payable in its own common stock, or authorize or make any
other distribution with respect to any of its stock now or hereafter
outstanding.
5.7 CAPITAL EXPENDITURES. Borrower will not make capital expenditures in
excess of Twenty Million Dollars ($20,000,000) in fiscal year 1997 and Twenty
Four Million Dollars ($24,000,000) in fiscal year 1998; and shall only make such
expenditures as are necessary for Borrower in the conduct of its ordinary course
of business. Each said expenditure shall be needed by Borrower in the ordinary
course of its business. Expenditures as used in this subsection shall include
the current expense portion of all leases whether or not capitalized and shall
also include the current portion of any debt used to finance capital
expenditures. Expenditures shall exclude the increase in fixed assets derived
from the purchase of assets from another company, whether in part or whole
SECTION 6. EVENTS OF DEFAULT
The occurrence of any of the following events ("Events of Default")
shall terminate any obligation on the part of Bank to make or continue the Loan
and automatically, unless otherwise provided under the Note, shall make all
sums of interest and principal and any other amounts owing under the Loan
immediately due and payable, without notice of default, presentment or demand
for payment, protest or notice of nonpayment or dishonor, or any other notices
or demands:
6.1 Borrower shall default in the due and punctual payment of the
principal of or the interest on the Note or any of the other Loan Documents; or
6.2 Any default shall occur under the Note; or
6.3 Borrower shall default in the due performance or observance of
any covenant or condition of the Loan Documents, which default continues for
more than thirty (30) days;
6.4 Any guaranty or subordination agreement required hereunder is
breached or becomes ineffective, or any Guarantor or subordinating creditor
dies, disavows or attempts to revoke or terminate such guaranty or subordination
agreement; or
6.5 There is a change in ownership or control of twenty percent (20%)
or more of the issued and outstanding stock of Borrower or any Guarantor, or (if
Borrower is a partnership) there is a change in ownership or control of any
general partner's interest.
SECTION 7. MISCELLANEOUS PROVISIONS
7.1 ADDITIONAL REMEDIES. The rights, powers and remedies given to Bank
hereunder shall be cumulative and not alternative and shall be in addition to
all rights, powers and remedies given to Bank by law against Borrower or any
other person, including but not limited to Bank's rights of set off or banker's
lien.
7.2 NONWAIVER. Any forbearance or failure or delay by Bank in exercising
any right, power or remedy hereunder shall not be deemed a waiver thereof and
any single or partial exercise of any right, power or remedy shall not preclude
the further exercise thereof. No waiver shall be effective unless it is in
writing and signed by an officer of Bank.
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7.3 INUREMENT. The benefits of this Agreement shall inure to the
successors and assigns of Bank and the permitted successors and assignees of
Borrower, and any assignment of Borrower without Bank's consent shall be null
and void.
7.4 APPLICABLE LAW. This Agreement and all other agreements and
instruments required by Bank in connection therewith shall be governed by and
construed according to the laws of the State of California.
7.5 SEVERABILITY. Should any one or more provisions of this Agreement be
determined to be illegal or unenforceable, all other provisions nevertheless
shall be effective.
7.6 INTEGRATION CLAUSE. Except for documents and instruments specifically
referenced herein, this Agreement constitutes the entire agreement between Bank
and Borrower regarding the Loan and all prior communications verbal or written
between Borrower and Bank shall be of no further effect or evidentiary value.
7.7 CONSTRUCTION. The section and subsection headings herein are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
7.8 AMENDMENTS. This Agreement may be amended only in writing signed by
all parties hereto.
7.9 COUNTERPARTS. Borrower and Bank may execute one or more counterparts
to this Agreement, each of which shall be deemed an original.
SECTION 8. SERVICE OF NOTICES
8.1 Any notices or other communications provided for or allowed hereunder
shall be effective only when given by one of the following methods and addressed
to the respective party at its address given with the signatures at the end of
this Agreement and shall be considered to have been validly given: (a) upon
delivery, if delivered personally; (b) upon receipt, if mailed, first class
postage prepaid, with the United States Postal Service; (C) on the next business
day, if sent by overnight courier service of recognized standing; and (d) upon
telephoned confirmation of receipt, if telecopied.
8.2 The addresses to which notices or demands are to be given may be
changed from time to time by notice delivered as provided above.
THIS AGREEMENT is executed on behalf of the parties by duly
authorized officers as of the date first above written.
UNION BANK OF CALIFORNIA, N.A.
By:
Name /s/ Xxxx X. Xxxxx
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Title Vice President and Relationship Manager
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By
Name /s/ Xxxxx X. Xxxxx
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Title Vice President and Credit Executive
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P-COM, INC.
/s/ Xxxxxx X. Xxxxxxx
By: __________________________________________________
Chief Executive Officer
Title _______________________________________________
/s/ Xxxxxxx X. Sophie
By: __________________________________________________
Chief Financial Officer
Title _______________________________________________
Address: 0000 Xxxxx Xxxxxxxxxx
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Xxxxxxxx, XX 00000
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Attention: ___________________________________________
Telecopier: _________________________________________
Telephone: __________________________________________
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