Exhibit 10(G)
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Amendment") is
made effective as of the 24th day of March, 2000, by and between RELM
COMMUNICATIONS, INC., RELM WIRELESS CORPORATION, RXD, INC. (jointly, severally
and collectively, "Borrower") and SUMMIT COMMERCIAL/GIBRALTAR CORP. ("Lender").
BACKGROUND
A. Pursuant to that certain Loan and Security Agreement dated February
26, 1999, by and between Borrower and Lender (as amended and as the same may be
amended from time to time the "Loan Agreement"), Lender agreed to extend certain
credit facilities to Borrower.
B. Borrower and Lender have agreed to amend the Loan Agreement as
described herein.
C. All capitalized terms used herein and not separate defined shall
have the meanings provided for such terms in the Loan Agreement.
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto agree as follows:
1. Amendments. Contingent upon the sale of the Mortgaged Property, (i)
Section 5.3 of the Loan Agreement is deleted, and (ii) Lender releases Lender's
security interest in and to the plans and specifications for the improvements
located on the Mortgaged Property; warranties, applications, permits, approvals
and licenses related to the ownership or maintenance of the Mortgaged Property;
insurance proceeds and condemnation awards or claims related to the Mortgaged
Property; and all books and records relating to the Mortgaged Property.
2. Additional Documents: Further Assurances. Borrower shall execute and
deliver or cause to be executed and delivered to Lender any and all documents,
agreements, corporate resolutions, certificates and opinions as Lender shall
request in connection with the execution and delivery of this Amendment or any
documents in connection herewith, all of which shall be in form and content
acceptable to Lender in its sole discretion.
3. Further Agreements and Representations of Borrower. Borrower does
hereby:
(a) ratify, confirm and acknowledge that, as amended hereby, the
Loan Agreement and the other Loan Documents are valid, binding
and in full force and effect.
(b) covenant and agree to perform all of its obligations under the
Loan Agreement and the other Loan Documents, as amended;
(c) acknowledge and agree that as of the date hereof Borrower has no
defense, set-off, counterclaim or challenge against the payment
of any sums owing under the Lender indebtedness or the
enforcement of any of the terms of the Loan Agreement or the
other Loan Documents, as amended;
(d) acknowledge and agree that all representations and warranties of
Borrower contained in the Loan Agreement and/or the other Loan
Documents, as amended, are true, accurate and correct on and as
of the date hereof as if made on and as of the date hereof.
(e) Represent and warrant that no Event of Default exists or will
exist upon the delivery of notice, passage of time or both, and
all information described in the foregoing background is true
and accurate; and
(f) Acknowledge and agree that nothing contained herein and no
actions taken pursuant to the terms hereof is intended to
constitute a novation of the Loan Agreement or any of the other
Loan Documents and, except as provided in Section 1 hereof, does
not constitute a release, termination or waiver of any of the
liens, security interests, rights or remedies granted to the
Lender therein, which liens, security interests, rights and
remedies are hereby ratified, confirmed, extended and continued
as security for the Lender Indebtedness.
4. Costs and Expenses. Upon execution of this Amendment, Borrower shall
pay to Lender all cost and expenses incurred by Lender in connection with the
review, preparation and negotiation of this Amendment and all documents in
connection therewith, including, without limitation, all of Lender's attorneys'
fees and costs.
5. Inconsistencies. To the extent of any inconsistency between the
terms, conditions and provisions of this Amendment and the terms, conditions and
provisions of the Loan Agreement or the other Loan Documents, the terms,
conditions and provisions of this Amendment shall prevail. All terms, conditions
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and provisions of the Loan Agreement and the other Loan Documents not
inconsistent herewith shall remain in full force and effect.
6. Construction. All references to the Loan Agreement therein or in any
other Loan Documents shall be deemed to be a reference to the Loan Agreement as
amended hereby.
7. No Waiver. Nothing contained herein is intended to nor shall it
constitute a waiver by Lender of any rights and remedies available to it at law
or in equity or as provided in the Loan Agreement or in the Loan Documents.
8. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
9. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed the day and year first above written.
RELM COMMUNICATIONS, INC.
By:____________________________________
Xxxxxxx X. Xxxxx
Vice President/CFO
(CORPORATE SEAL)
RELM WIRELESS CORPORATION
By:____________________________________
Xxxxxxx X. Xxxxx
Vice President/CFO
(CORPORATE SEAL)
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RXD, INC.
By:____________________________________
Xxxxxxx X. Xxxxx
Vice President/CFO
(CORPORATE SEAL)
SUMMIT COMMERCIAL/
GIBRALTAR CORP.
By:____________________________________
Name: _________________________________
Title: ________________________________
(CORPORATE SEAL)
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The undersigned, intending to be legally bound hereby, acknowledge and
agree (a) to the terms of the foregoing Amendment; (b) that the foregoing
Amendment shall not in any way adversely affect or impair the obligations of the
undersigned to Lender under those certain Surety Agreements from the undersigned
to Lender, each dated February 26, 1999, or under any documents in connection
therewith or collateral thereto; and (c) that such Surety Agreement and all such
other documents are hereby ratified, confirmed and continued as of this 24th day
of March, 2000.
REDGO PROPERTIES, INC.
By:____________________________________
Xxxxxxx X. Xxxxx
Vice President/CFO
(CORPORATE SEAL)
RELM COMMUNICATIONS OF FLORIDA, INC.
By:____________________________________
Xxxxxxx X. Xxxxx
Vice President/CFO
(CORPORATE SEAL)
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