AMENDMENT NUMBER NINE TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment Number Nine to Amended and Restated Loan and Security
Agreement ("Amendment") is entered into as of June 9, 2000 by and between
FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and PORTA
SYSTEMS CORP., a Delaware corporation ("Borrower"), in light of the following:
A. Borrower and Foothill have previously entered into that certain Amended
and Restated Loan and Security Agreement, dated as of November 28, 1994, as
amended as of February 13, 1995, March 30, 1995, March 12, 1996, August 26,
1997, November 30, 1997, August 1, 1998, December 1, 1998 and March 24, 2000
(collectively, the "Agreement").
B. Borrower and Foothill desire to further amend the Agreement as provided
for and on the conditions herein.
NOW, THEREFORE, Borrower and Foothill hereby amend the Agreement as
follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENT.
A. The definition of "Revolving Line Maximum Amount" in Section 2.1 of the
Agreement is hereby amended to be $11,000,000 from June 9, 2000 through December
31, 2000. As of January 1, 2001, the "Revolving Line Maximum Amount" shall be
$9,000,000.
3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.
4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of: (a) an executed copy of this Amendment
and (b) Borrower issuing to Foothill a warrant for the purchase of 100,000
shares of Borrower's common stock at a price of $2.00 per share initially, and
subject to adjustment for dilution. The warrants shall be excisable by Foothill
for a period of 5 years from the date of their issuance.
6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary, search fees, filing and recording fees,
documentation fees, appraisal fees, travel expenses, and other fees) arising in
connection with the preparation, execution, and delivery of this Amendment and
all related documents.
7 LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.
8. COUNTERPARTS: EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute one and the same Amendment.
This Amendment shall become effective upon the execution of a counterpart of
this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
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Title:
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PORTA SYSTEMS CORP.,
a Delaware corporation
By: [Signature Illegible]
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Title:
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