FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into
as of January 16, 1997, by and among ADVANCED MATERIALS, INC. ("Borrower"), and
XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Loan Agreement between Borrower and Bank dated as of
November 26, 1996, as amended from time to time ("Loan Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Loan Agreement and have agreed to amend the Loan
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 Loan Agreement
shall be amended as follows:
1. Section 11.4 is hereby amended to read as follows
"11.4 COSTS, EXPENSES AND ATTORNEYS' FEES.
Borrower shall pay to Lender upon demand the full amount of all payments,
advances, changes, costs and expenses, including reasonable attorneys' fees
(to include reasonable outside counsel fees and all allocated costs of
Lender's in-house counsel), incurred by Lender in connection with (a) the
negotiation and preparation of this Agreement and each other of the Loan
Documents, Lender's continued administration hereof and thereof, and the
preparation of any amendments and waivers hereto and thereto, (b) all
reasonably documented out-of-pocket expenses and costs heretofore and from
time to time hereafter incurred by Lender during the course of periodic
field examinations of the Collateral and Borrower's operations, plus a per
diem charge for Lender's examiners in the field and office at Lender's
Commercial Finance Division's rate in effect from time to time, (c) the
enforcement of Lender's rights and/or
the collection of any amounts which become due to Lender under any of the
Loan Documents, and (d) the prosecution or defense of any action in any way
related to any of the Loan Documents, including without limitation any
action for declaratory relief, and including any of the foregoing incurred
in connection with any bankruptcy proceeding relating to Borrower."
2. Except as specifically provided herein, all terms and conditions of
the Loan Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Loan Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Loan Agreement
shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained
in the Loan 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 Loan 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.
XXXXX FARGO BANK,
ADVANCED MATERIALS, INC. NATIONAL ASSOCIATION
By: /s/ [illegible] By: /s/ [illegible]
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Title: VP/CFO Title: Vice President
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