SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT
THIS AGREEMENT, dated as of August 6, 1996, is entered into by and between
CALIFORNIA AMPLIFIER, INC., a Delaware corporation ("Borrower") and
CALIFORNIA UNITED BANK, N.A., a national banking association ("Lender").
RECITALS:
A. The Borrower and Lender are parties to a Business Loan Agreement, dated
as of July 26, 1995, as amended dated as of March 11, 1996 (collectively the
"Agreement").
B. Borrower and Lender have agreed to amend certain terms and conditions of
the Agreement in certain respects.
C. Borrower and Lender are contemporaneously with this Agreement entering
into a Promissory Note which may also amend certain terms of the Business
Loan Agreement.
AGREEMENT:
Borrower and Lender agree as follows:
1. Each of the terms defined in the Agreement, unless defined herein, shall
have the same meaning when used herein.
2. The Financial Covenants and Ratios (a) and (f) section of the Agreement
is hereby amended in full to read as follows:
(a) Effective Tangible Net Worth. (defined as net worth plus
subordinated debt, less any intangible assets, and less any amounts
due from shareholders, officers and affiliates of Borrower) not at
any time less than $18,000,000.00.
(f) Capital Expenditures. Borrower shall not, without the prior written
consent of Lender, make any new investment in fixed assets in any
fiscal year in excess of aggregate of $5,000,000.00
3. The subsection titled Change in Ownership of the Agreement is hereby
deleted in full without substitution therefor.
4. Except as specifically amended above, the Agreement shall remain in full
force and effect and is hereby ratified and confirmed. This Amendment and
the Amendment shall be read together, as one document.
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5. Borrower represents and warrants as follows:
(a) Each of the representations and warranties contained in the
Agreement, as amended hereby, is hereby reaffirmed as of the date
hereof;
(b) The execution, delivery and performance of the Amendment and any
note required hereunder are within the Borrower's powers, have been
duly authorized by all necessary action, have received all
necessary governmental approvals, if any, and do note contravene any
law or any contractual restriction binding on Borrower; and
(c) No event has occurred and is continuing or would result from this
Amendment that constitutes an Event of Default under the Agreement,
or would constitute an Event of Default but for the requirement that
notice be given or time elapse or both.
WITNESS the due execution hereof as of the date first above written.
CALIFORNIA AMPLIFIER, INC.
By:______________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President/Finance
CALIFORNIA UNITED BANK, N.A.
By:______________________________________
▇▇▇▇▇ ▇▇▇▇▇, Vice President
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