EXHIBIT 4.24
AMENDMENT NUMBER SIX TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment Number Six to Amended and Restated Loan and Security
Agreement ("Amendment") is entered into as of August 1, 1998 by and between
FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and PORTA
SYSTEMS CORP., a Delaware corporation ("Borrower"), in light of the following:
FACT ONE: Borrower and Foothill have previously entered into that certain
Amended and Restated Loan and Security Agreement, dated as of November 28, 1994,
as amended as of February 13, 1995, March 30, 1995, March 12, 1996, August 26,
1997 and November 30, 1997 (collectively, the "Agreement").
FACT TWO: Borrower and Foothill desire to further amend the Agreement as
provided for and on the conditions herein.
NOW, THEREFORE, Borrower and Foothill hereby amend the Agreement as
follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENT.
2.1. Renewal and Extension of Term of Agreement. Borrower and Foothill
desire to renew the term of the Agreement and extend the expiration date of the
term of the Agreement to January 2, 2000. The Agreement is amended as follows to
reflect such renewal and extension:
A. The definition of the "Renewal Date" in Section 1.1 of the
Agreement is hereby amended by deleting such definition in its entirety
and replacing it with the following definition:
"'Renewal Date' means January 2, 2000."
B. Section 3.4 of the Agreement is hereby amended by deleting such
Section in its entirety and replacing it with the following language:
"3.4 Term. This Agreement shall become effective upon the
execution and delivery hereof by Borrower and Foothill and shall
continue in full force and effect for a term ending January 2, 2000,
and the maturity date of the Term Note, the Deferred Funding Fee
Note and the NWE Deferred Fee Note shall also be January 2, 2000.
The foregoing notwithstanding, Foothill shall have the right to
terminate its obligations under this Agreement immediately and
without notice upon the occurrence and during the continuation of an
Event of Default."
2.2 LOAN AMORTIZATION. Effective as of August 1, 1998, all principal
payments made by Borrower to Foothill pursuant to Section 2.9 of the Agreement
shall be applied first to the NEW Deferred Funding Fee Note until it is paid in
full, second to the Deferred Funding Fee Note until it is paid in full and third
to the Term Note. As of July 31, 1998, the outstanding principal balance of the
NEW Deferred Funding Fee Note was $300,000 and the outstanding principal balance
of the Deferred Funding Fee Note was $2,784,394.73.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representation and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.
4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.
5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this Amendment.
6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, search fees, filing and recording fees, documentation fees, appraisal
fees, travel expenses, and other fees) arising in connection with the
preparation, execution, and delivery of this Amendment and all related
documents.
7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when executed and delivered shall be deemed to be an original. All such
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counterparts, taken together, shall constitute one and the same Amendment. This
Amendment shall become effective upon the execution of a conterpart of this
Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ M.E. Xxxxxxx
---------------------------------
Title: VP
PORTA SYSTEMS CORP.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Sr. V.P. Operations
3
Each of the undersigned affiliates of Porta Systems Corp. ("Porta") is
aware of the terms of the above Amendment Number Six to the Amended and Restated
Loan and Security Agreement, dated as of August 1, 1998 (the "Loan Agreement"),
and acknowledges that all of such affiliate's obligations under any of the
Collateral Documents (as defined in the Assignment Agreement) are and shall
continue in full force and effect in favor of Foothill Capital Corporation
("Foothill"), including the obligations to guarantee the obligations of Porta
owing to Foothill and to secure such obligations pursuant to the terms of such
Collateral Documents. "Assignment Agreement" shall have the meaning given to it
on the Loan Agreement.
ASTER CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Sr. Vice President
Secretary and Treasurer
CPI HOLDING CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
CRITERION PLASTICS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
DISPLEX, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
4
MIROR TELEPHONY SOFTWARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
PORTA FOREIGN SALES CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
PORTA SYSTEMS EXPORT CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
PORTA SYSTEMS INTERNATIONAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
PORTA SYSTEMS LEASING CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
5
PORTA SYSTEMS OVERSEAS CORP.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
LERO INDUSTRIES LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
PORTA SYSTEMS, LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
XXXXXXXXXX BUSINESS SYSTEMS LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
XXXXXXXXXX COMMUNICATIONS LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
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PORTA SYSTEMS S.A. de C.V.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name:
Title:
