Exhibit 10.1
AMENDMENT TO LOAN AGREEMENT AND NOTE
This amendment (the "Amendment"), dated as of the date specified below,
is by and between the borrower (the "Borrower") and the bank (the "Bank")
identified below.
RECITALS
A. The Borrower and Bank have executed a Loan Agreement (the
"Agreement") dated MARCH 19, 2002 and the Borrower has executed a Note (the
"Note"), dated MARCH 19, 2002, either or both which may have been amended and
replaced from time to time, and the Borrower (and if applicable, certain third
parties) have executed the collateral documents which may or may not be
identified in the Agreement and certain other related documents (collectively
the "Loan Documents"), setting forth the terms and conditions upon which the
Borrower may obtain loans from the Bank from time to time in the original amount
of $10,000,000.000 as may be amended from time to time.
B. The Borrower has requested that the Bank permit certain
modifications to the Agreement and Note as described below.
C. The Bank has agreed to such modifications, but only upon the terms
and conditions outlined in this Amendment.
TERMS OF AGREEMENT
In consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the Borrower and the Bank agree as
follows:
|X| Extension of Maturity Date. If checked here, any references in the
Agreement or Note to the maturity date or date of final payment are hereby
deleted and replaced with "MARCH 31, 2005".
|X| Change in Maximum Loan Amount. If checked here, all references in
the Agreement and in the Note (whether or not numerically) to the maximum loan
amount are hereby deleted and replaced with "$20,000,000.00", which evidences an
additional $10,000,000.00 available to be advanced subject to the terms and
conditions of the Agreement and Note.
|_| Change in Multiple Advance Termination Date. If checked here, all
references in the Agreement and in the Note to the termination date for multiple
advances are hereby deleted and replaced with "____________".
Change in Financial Covenant(s).
(i) |_| If checked here, all references to "$________________"
in the Agreement as the minimum Net Working Capital amount are
hereby deleted and replaced with "$_______________" for the
period beginning _____________________ and thereafter.
(ii) |_| If checked here, all references to
"$________________" in the Agreement as the minimum Tangible
Net Worth amount are hereby deleted and replaced with
"$_______________" for the period beginning
_____________________ and thereafter.
(iii) |_| If checked here, all references to
"$________________" in the Agreement as the maximum Debt to
Worth Ratio are hereby deleted and replaced with
"$_______________" for the period beginning
_____________________ and thereafter.
(iv) |_| If checked here, all references to
"$________________" in the Agreement as the minimum Current
Ratio are hereby deleted and replaced with "$_______________"
for the period beginning _____________________ and thereafter.
(v) |_| If checked here, all references to "$________________"
in the Agreement as the maximum Capital Expenditures amount
are hereby deleted and replaced with "$_______________" for
the period beginning _____________________ and thereafter.
(vi) |_| If checked here, all references to
"$________________" in the Agreement as the minimum Cash Flow
Coverage Ratio are hereby deleted and replaced with
"$_______________" for the period beginning
_____________________ and thereafter.
(vii) |_| If checked here, all references to
"$________________" in the Agreement as the maximum Officers,
Directors, Partners, and
Management Salaries and Other Compensation amount are hereby
deleted and replaced with "$_______________" for the period
beginning _____________________ and thereafter.
|X| Change in Payment Schedule. If checked here, effective upon the date of this
Amendment, any payment terms are amended as follows:
Interest is payable beginning APRIL 1, 2004, and on the same date of each
CONSECUTIVE month thereafter (except that if a given month does not have such a
date, the last day of such month), plus a final interest payment with the final
payment of principal.
Principal is payable on MARCH 31, 2005
|_| Change in Late payment Fee. If checked here, subject to applicable
law, If any payment is not made on or before its due date, the Bank may collect
a delinquency charge of _______% of the unpaid amount. Collection of the late
payment fee shall not be deemed to be a waiver of the Bank's right to declare a
default hereunder.
|_| Change in Closing Fee. If checked here and subject to applicable
law, the Borrower will pay the Bank a closing fee of $_________ (apart from any
prior closing fee) contemporaneously with the execution of this Amendment. This
fee is in addition to all other fees, expenses and other amounts due hereunder.
|_| Change in Borrowing Base. If checked here, the Borrowing Base is
hereby changed to an amount equal to the sum of (i) ____________% of the face
amount of Eligible Accounts, and (ii) the lessor of $________ or _____% of the
Borrower's cost of Eligible Inventory, as such cost may be diminished as a
result of any event causing loss or depreciation in value of Eligible Inventory
less (iii) the current outstanding loan balance on the note(s) in the original
amount(s) of $___________, and less (iv) undrawn amounts of outstanding letters
of credit issued by the Bank of any affiliate thereof. The Borrower will provide
the Bank with information regarding the Borrowing Base in such form and at such
times as the Bank may request. The terms used in this section will have the
meanings set forth in a supplement entitled "Financial Definitions," a copy of
which the Borrower acknowledges having received with this Amendment, which is
Incorporated herein by reference and which replaces any prior Financial
Definitions supplement.
|_| Change in Paid-in-Full Period. If checked here, all revolving loans
under the Agreement and the Note must be paid in full for a period of at least
________ consecutive days during each fiscal year. Any previous Paid-in-Full
provision is hereby replaced with this provision.
Default Interest Rate. Notwithstanding any provision of this Note to
the contrary, upon any default or at any time during the continuation thereof
(including failure to pay upon maturity), the Bank may, at its option and
subject to applicable law, increase the interest rate on this Note to a rate of
5% per annum plus the interest rate otherwise payable hereunder. Not
withstanding the foregoing and subject to applicable law, upon the occurrence of
a default by the Borrower or any guarantor involving bankruptcy, insolvency,
receivership proceedings or an assignment for the benefit of creditors, the
interest rate on this Note shall automatically increase to a rate of 5% per
annum plus the rate otherwise payable hereunder.
Effectiveness of Prior Documents. Except as specifically amended
hereby, the Agreement, the Note and the other Loan Documents shall remain in
full force and effect in accordance with their respective terms. All warranties
and representations contained in the Agreement and the other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral previously provided to
secure the Agreement and/or Note continues as security, and all guaranties
guaranteeing obligations under the Loan Documents remain in full force and
effect. This is an amendment, not a novation.
Preconditions to Effectiveness. This Amendment shall only become
effective upon execution by the Borrower and the Bank, and approval by any other
third party required by the Bank.
No Waiver of Defaults; Warranties. This Amendment shall not be
construed as or be deemed to be a waiver by the Bank of existing defaults by the
Borrower, whether known or undiscovered. All agreements, representations and
warranties made herein shall survive the execution of this Amendment.
Counterparts. This Amendment May be signed in any number of
counterparts, each of which shall be considered an original, but when taken
together shall constitute one document.
Authorization. The Borrower represents and warrants that the execution,
delivery and performance of this Amendment and the documents referenced herein
are within the authority of the Borrower and have been duly authorized by all
necessary action.
Attachments. All documents attached hereto, including any appendices,
schedules, riders, and exhibits to this Amendment, are hereby expressly
incorporated herein by reference.
Dated as of: MARCH 31, 2004
RADISYS CORPORATION
(Individual Borrower) Borrower Name (Organization)
a OREGON Corporation
___________________________________
Borrower Name N/A By: /s/ Xxxxx Xxxxxxx 3/31/2004
-----------------------------------
Name and Title: Xxxxx Xxxxxxx
Chief Accounting Officer
& Treasurer
_______________________
____________________________________ By: ___________________________________
Borrower Name N/A Name and Title: _______________________
Agreed to:
U.S. Bank N.A.
(Bank)
By: /s/ Le X. Xxxx
--------------------------------
LE X. XXXX
Name and Title: VICE PRESIDENT
