Exhibit 10.1
THIRD AMENDMENT
TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT is made effective as of this 13th day of July, 1998,
between P.G. DESIGN ELECTRONICS, INC. (formerly known as PG Newco Corp.), a
Delaware corporation ("Borrower") and GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation ("Lender").
Recitals
Lender and Borrower are parties to that certain Loan and Security Agreement,
dated as of May 29, 1997 (as amended, the "Loan Agreement"), pursuant to which
Lender has agreed to make loans from time to time to Borrower in accordance with
the terms and conditions thereof. Borrower and Lender desire to amend the Loan
Agreement in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Borrower and Lender do hereby agree
that all capitalized terms used herein shall have the meanings ascribed thereto
in the Loan Agreement (except as otherwise expressly defined or limited herein)
and do hereby further agree as follows:
Statement of Terms
1. Amendment. Clause (d) of Schedule 1.6 of the Loan Agreement is amended and
restated to read as follows:
"(d) that is an obligation for which the total unpaid Accounts of the Account
Debtor exceed thirty-five percent (35%) (or with respect to NEC, eighty percent
(80%)) of the aggregate of all Accounts, to the extent of such excess;"
2. No Other Amendments. Except for the amendment expressly set forth and
referred to in Section 1 above, the Loan Agreement shall remain unchanged and in
full force and effect and this Third Amendment shall be limited precisely as
drafted and shall not be construed as an amendment, consent or a waiver of any
other terms or provisions of the Loan Agreement. Nothing in this Third
Amendment is intended, or shall be construed, to constitute a novation or an
accord and satisfaction of any of Borrower's indebtedness under or in connection
with the Loan Agreement or any other indebtedness to the Lender.
3. Representation and Warranties. To induce Lender to enter into this Third
Amendment, Borrower does hereby warrant, represent and covenant to Lender that:
(a) each representation or warranty of Borrower set forth in the Loan Agreement
is hereby restated and reaffirmed as true and correct on and as of the date
hereof as if such representation or warranty were made on and as of the date
hereof (except to the extent that any such representation or warranty expressly
relates to a prior specific date or period in which case it is true and correct
as of such prior date or period), and no Default or Event of Default has
occurred and is continuing as of this date under the Loan Agreement after giving
effect to this Third Amendment; and (b) Borrower has the power and authority and
is duly authorized to enter into, deliver and perform this Third Amendment and
this Third Amendment is the legal, valid and binding obligation of such Borrower
enforceable against it in accordance with its terms.
4. Conditions Precedent to Effectiveness of this Third Amendment. The
effectiveness of this Third Amendment is subject to the fulfillment of the
following conditions precedent:
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(a) Lender shall have received one or more counterparts of this Third Amendment
duly executed and delivered by Borrower;
(b) Lender shall have received a $5,000 amendment fee from Borrower;
5. Counterparts. This Third Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which
when taken together shall constitute one and the same instrument.
6. GOVERNING LAW. THIS SECOND AMENDMENT AND CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
duly executed and delivered as of the day and year first set forth above.
P.G. DESIGN ELECTRONICS, INC.
By
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Duly Authorized Signatory
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