EXHIBIT 10.29
April 12, 1995
Summagraphics Corporation
00 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Re: Lease Agreement dated May 28, 1992 between QRS 10-12 (TX), Inc.
and QRS 11-5 (TX), Inc., as Landlord, and Summagraphics
Corporations, as Tenant, as Modified by
Letter Agreements dated March 16, 1993 and August 27, 1993
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Gentlemen:
Reference is hereby made of the above-referenced lease (the "Lease").
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the lease (including all exhibits thereto).
Effective as of February 28, 1995, the Lease is hereby amended as
follows:
1. Section C.(i) of Exhibit E to the Lease is deleted in its entirety
and replaced with amended text as follows:
(i) Minimum Tangible Net Worth. Permit Consolidated Tangible Net Worth
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to be less than the amount set forth below at the end of any fiscal
quarter during the indicated period:
from 5/25/92 to 8/31/95 $10,000,000
from 9/1/95 to 5/31/96 $13,000,000
from 6/1/96 to 5/31/99 $17,000,000
from 5/1/99 and thereafter $22,000,000
2. Section C.(iii) of Exhibit E to the Lease is deleted in its
entirety.
3. The following paragraphs are added to Section C of Exhibit E to the
Lease:
(x) Indebtedness Ratio. Permit the ratio of Funded Indebtedness (as
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hereinafter defined) to Total Capitalization (as hereinafter defined) at any
time to exceed .56:1. As used herein, "Funded Indebtedness" shall mean (a) all
obligations of the Tenant or its consolidated Susidiaries for or on account of
borrowed money, whether or not classified as current or long-term obligations in
accordance with GAAP, less any Indebtedness represented by debt instruments
("Convertible Debt") issued by the Tenant which are convertible to shares of
common stock of the Tenant,
plus (b) all capitalized lease obligations of the Tenant or its consolidated
Subsidiaries. As used herein, "Total Capitalization" shall mean the sum of (a)
Consolidated Tangible Net Worth, plus (b) Funded Indebtedness, plus (c)
Convertible Debt.
(xi) Current Ratio. Permit the ratio of (a) current assets of the
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Tenant and its consolidated Subsidiaries determined on the consolidated basis in
accordance with GAAP, to (b) the current liabilities of the Tenant and its
consolidated Subsidiaries determined on the consolidated basis in accordance
with GAAP, at any time to be less than 1.25:1.
Tenant agrees to pay all of Landlord's attorneys' fees and costs in
preparing this letter agreement and reviewing and preparing any modification of
the loan documents. Tenant also agrees to pay all fees and costs of the
lender's attorneys in effecting the above-described amendment.
Landlord waives any default under the Lease which may have occurred as a
result of non-compliance by the Tenant with the covenants amended by paragraphs
1-3 of this letter agreement.
Except as amended hereby, the Lease shall remain in full force and
effect.
This letter agreement shall not be effective unless and until
Creditanstalt-BankVerein has consented to the Landlord's execution of this
letter agreement.
Very truly yours,
QRS 10-12 (TX), Inc.
By /s/ X. Xxxxx Lodge III
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QRS 11-5 (TX), Inc.
By /s/ X. Xxxxx Lodge III
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Accepted and agreed to:
SUMMAGRAPHICS CORPORATION
By /s/ Xxxxxxxx Xxxxxxx
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CONSENT
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The undersigned, as the holder of loan documents executed by Landlord to
the undersigned evidencing or securing a loan in the original principal face
amount of $3,700,000, consents to Landlord's execution of the foregoing letter
agreement.
CREDITANSTALT-BANKVEREIN
By
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