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EXHIBIT 10.26
THIRD AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
This Third Amendment to Amended and Restated Loan Agreement ("Third
Amendment") is made and entered into as of this 22nd day of October, 1996, by
and between TRANSCRYPT INTERNATIONAL, INC., a Delaware Corporation, formerly
known as Transcrypt International, Ltd., a Nebraska Limited Partnership, which
has its principal place of business in Lincoln, Nebraska ("Borrower") and
NORWEST BANK NEBRASKA, NATIONAL ASSOCIATION, a national banking association,
organized and existing under the laws of the United States of America, and
which has its principal place of business in Omaha, Nebraska ("Bank").
RECITALS:
A. Transcrypt International, Ltd. and the Bank have previously entered into
a Loan Agreement dated February 5, 1993 (the "Prior Loan Agreement"),
and Amended and Restated Loan Agreement dated May 18, 1994 (the
"Restated Loan Agreement"), a First Amendment to Amended and Restated
Loan Agreement dated June 1, 1995 (the "First Amendment"), and a Second
Amendment to Amended and Restated Loan Agreement dated April 10, 1996
(the "Second Amendment"), which mutually describe the terms and
conditions of certain loans made by Bank to Transcrypt International,
Ltd. and hereafter are referred to collectively as the "Loan Agreement".
B. Transcrypt International, Inc. incorporated by filing its First Amended
and Restated Certificate of Incorporation in Delaware on or about
December 13, 1995. Transcrypt International, Ltd. and Transcrypt
International, Inc. entered into an Agreement and Plan of Merger as of
June 28, 1996, under the terms of which they agreed to the terms and
conditions of the merger of Transcrypt International, Ltd. into
Transcrypt International, Inc. and the assumption by Transcrypt
International, Inc. of all debts and obligations of Transcrypt
International, Ltd., including all debts and obligations under the Loan
Agreement and under the Loan Documents, as defined in the Loan
Agreement. Transcrypt International, Inc. and Transcrypt International,
Ltd. entered into a Certificate of Merger which was dated and filed in
Delaware on June 28, 1996. The merger became effective on June 30, 1996.
Articles of Merger were filed in Nebraska on June 28, 1996.
C. Subject to the terms and conditions of the Loan Agreement, Bank agreed
to make one or more advances to Borrower not to exceed the aggregate
principal sum of Two Million Dollars ($2,000,000.00) (the "Operating
Loan"), which was evidenced by a Commercial Note dated June 1, 1995, in
the principal sum of One Million One Hundred Thousand Dollars
($1,100,000.00), having a maturity date of May 1, 1996 (the "Operating
Note"), and
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an Amendment to Operating Note having an effective date of April 9,
1996, which increase the principal amount of said COmmercial Note to Two
Million Dollars ($2,000,000.00).
D. Borrower has requested and Bank has agreed to extend the maturity
date of the Operating Note to May 31, 1997, subject to the terms and
conditions of this Third Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, agreements, terms and conditions hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower and Bank agree as follows:
1. The foregoing Recitals are an integral part of this Third Amendment
and are incorporated by reference. All capitalized terms not defined in this
Third Amendment shall have the meanings defined in the Loan Agreement.
2. The maturity date of the Operating Note is hereby extended to May
31, 1997. Interest shall continue to be paid monthly. All other terms of the
Operating Note shall remain in full force and effect.
3. The Operating Note is and shall continue to be secured by all now
owned and hereafter acquired inventory, equipment, accounts, and general
intangibles under and pursuant to the terms of the Security Agreement, which
such security interest is perfected by the Financing Statements previously
filed of record by Bank.
4. Bank may require Borrower at any time to execute substitute or
replacement Loan Documents reflecting the name of Transcrypt International,
Inc. Transcrypt International, Inc. hereby acknowledges and agrees that it has
assumed, and it also hereby assumes, all debts and obligations under the Loan
Agreement and the Loan Documents.
5. All terms and conditions set forth in the Loan Agreement shall
remain in full force and effect, except as modified or supplemented by this
Third Amendment.
Dated the day and year first above written.
TRANSCRYPT INTERNATIONAL, INC. NORWEST BANK NEBRASKA,
NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxx By: /s/ XxxXxx X. Xxxxxx
--------------------------- -----------------------
Xxxx X. Xxxxxx
Its: Chairman and CEO Its: Assistant Vice President
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No. 080892
MODIFICATION OF NOTE
It is agreed by the undersigned maker, for additional and valuable
consideration, that maker's note of August 13, 1996, in face amount of
$431,425.98, to which this modification is attached, is hereby modified as
follows:
[ ] By alteration of the maturity date to _______________________________
[x] By change of interest rate to 8.75% percent per annum, said modified
rate to be effective on and after date hereof. (NMMR + .5%)
[ ] By change of payment schedule to:_____________________________________
______________________________________________________________________
______________________________________________________________________
[ ] By substitution, exchange or release of collateral as follows: _______
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
Except as above modified, the note is in all respects ratified and confirmed.
Maker agrees that the correct balance is $431,425.98 with interest accruing on
same from and after July 15, 1996.
TRANSCRYPT INTERNATIONAL, INC.
/s/ Xxxx X. Xxxxxx
________________________________
Xxxx X. Xxxxxx
Consent to by
NORWEST BANK NEBRASKA,
NATIONAL ASSOCIATION
By: /s/ Illewn X. Xxxxxx
____________________
Its: AVP
____________________
