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EXHIBIT 10.30.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement") is entered
into as of August 31, 1995, by and between DATUM INC., a Delaware corporation
("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
R E C I T A L S
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of December 16, 1994, as amended from time to time ("Credit Agreement");
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes;
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Credit Agreement shall be amended as follows:
1. Section 1.1(a) is hereby amended by deleting "ELEVEN MILLION
DOLLARS ($11,000,000,)" as the maximum principal amount available under the
Line of Credit, and by substituting for said amount "FOURTEEN MILLION DOLLARS
($14,000,000)," with such change to be effective upon the execution and
delivery to Bank of a promissory note substantially in the form of Exhibit A
attached hereto (which promissory note shall replace and be deemed the
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Line of Credit Note defined in and made pursuant to the Credit Agreement)
and all other contracts, instruments and documents required by Bank to evidence
such change.
2. Section 1.1(a)(viii) of the Credit Agreement is hereby deleted
in its entirety, and the following substituted therefor:
"(viii) that portion of any account from an account debtor
other than AT&T which represents the amount by which the
Borrowing Base Parties' total accounts from said account
debtor on a combined basis exceeds twenty- five percent (25%)
of the Borrowing Base Parties' total accounts on a combined
basis; that portion of any account from AT&T which represents
the amount by which the Borrowing Base Parties' total accounts
from AT&T exceeds thirty percent (30%) of the Borrowing Base
Parties' total accounts;"
3. The following is hereby added to the Credit Agreement as
Section 0.0.0.:
"SECTION 1.4.1. TERM COMMITMENT.
(a) Term Commitment. Subject to the terms and
conditions of this Agreement, Bank hereby agrees to make
advances to Borrower from time to time up to and including
January 10, 1996, not to exceed the aggregate principal amount
of TWO MILLION DOLLARS ($2,000,000.00) ("Term Commitment"),
the proceeds of which shall be used to finance capital
expenditures, and which shall be converted on January 10,
1996, to a term loan, as described more fully below.
Borrower's obligation to repay advances under the Term
Commitment shall be evidenced by a promissory note
substantially in the form of Exhibit E attached hereto ("Term
Commitment Note"), all terms of which are incorporated herein
by this reference.
(b) Limitation on Borrowings. Notwithstanding
any other provision of this Agreement, the aggregate amount of
all outstanding borrowings under the Term Commitment shall not
at any time exceed a maximum of Two Million Dollars
($2,000,000.00).
(c) Borrowing and Repayment. Borrower may from
time to time during the period in which Bank will make
advances under the Term Commitment borrow and partially or
wholly repay its outstanding borrowings, provided that amounts
repaid may not be reborrowed, subject to all the limitations,
terms and conditions contained herein; provided however, that
the total outstanding borrowings under the Term Commitment
shall not at any time
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exceed the maximum principal amount available thereunder, as
set forth above. The outstanding principal balance of the
Term Commitments shall be due and payable in full on January
10, 1996; provided however, that so long as Borrower is in
compliance on said date with all terms and conditions
contained herein and in any other documents evidencing the
Credits, Bank agrees to restructure repayment of said
outstanding principal balance so that principal shall be
amortized over three (3) years and shall be repaid in
thirty-six (36) equal monthly installments.
(d) Prepayment. Borrower may prepay principal on
the Term Commitment at any time, in any amount, without
penalty. All prepayments shall be applied on the most remote
principal installment(s) then unpaid.
(d) Loan Fee. Borrower shall pay to Bank a
non-refundable loan fee for the Term Commitment equal to
$15,000.00 which loan fee shall be due and payable in full
immediately upon demand by Bank."
4. Section 1.5. of the Credit Agreement is amended by adding the
Term Commitment to the enumeration of the Credits, and the Term Commitment Note
to the enumeration of Notes. The Term Commitment is hereby deemed to be one of
the Credits and the Term Commitment Note to be one the Notes.
5. Section 1.9. is hereby deleted in its entirety, and the
following substituted therefor:
"SECTION 1.9. GUARANTIES. All indebtedness of Borrower to
Bank pursuant to this Agreement shall be guaranteed by
Austron, Systems and the Company (each, a "Guarantor") in the
principal amount of Twenty-Seven Million Dollars
($27,000,000.00) each, as evidenced by and subject to the
terms of guaranties in form and substance satisfactory to
Bank."
6. Borrower has advised Bank that Borrower intends to offer
additional shares of its common stock for sale to the public (the "Offering").
The Offering is expected to be completed in November of 1995. With regard to
the Offering,
(a) Borrower hereby represents and
warrants to Bank that the Offering shall comply with
all applicable laws and regulations; and
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(b) Borrower hereby agrees to use
proceeds from the Offering to prepay all amounts
outstanding under Term Loan I and Term Loan III,
which prepayment shall be made on or before December
31, 1995.
7. Borrower shall cause Austron and Systems to execute and
deliver to Bank modifications to the deed of trust and mortgage previously
executed by them, which modifications shall be in form and substance
satisfactory to Bank.
8. Except as specifically provided herein, all terms and
conditions of the Credit Agreement remain in full force and effect, without
waiver or modification. All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.
9. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth
therein. Borrower further certifies that as of the date of this Amendment
there exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of time
or both would constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the day and year first written above.
DATUM INC. XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx
Chief Executive Officer Assistant Vice President
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Chief Financial Officer
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