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EXHIBIT 10.43
SECOND AMENDMENT TO
REVOLVING LOAN AGREEMENT
This Second Amendment to that certain Revolving Loan Agreement
("AMENDMENT") is made and entered into effective as of December 22, 1997, by and
between Jalate, Ltd. ("CLIENT") and Xxxxxx Financial, Inc.
("XXXXXX").
WHEREAS, Xxxxxx and Client are parties to a certain Revolving Loan
Agreement dated June 30, 1997, and all amendments thereto (the "AGREEMENT"); and
WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;
NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such term in the
Agreement.
2. AMENDMENTS. The second paragraph on page one of the Agreement is
amended by deleting the table in the second paragraph and inserting the
following table in lieu thereof:
PERIOD MAXIMUM REVOLVING LOAN
---------------------------------- ------------------------------------
December 22, 1997 through $2,100,000 in excess of the amount
January 29, 1998 equal to one hundred percent (100%)
of the Purchase Price of outstanding
Accounts purchased by Xxxxxx
pursuant to the Factoring Agreement
January 30, 1998 through March 31, $2,200,000 in excess of the amount
1998 equal to one hundred percent (100%)
of the Purchase Price of outstanding
Accounts purchased by Xxxxxx
pursuant to the Factoring Agreement
March 31, 1998 and thereafter $1,500,000 in excess of the amount
equal to one hundred percent (100%)
of the Purchase Price of outstanding
Accounts purchased by Xxxxxx
pursuant to the Factoring Agreement
3. Conditions. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by
Xxxxxx):
(a) There shall have occurred no material adverse change in the
business, operations, financial condition, profits or prospects of Client, or in
the Collateral;
(b) Client shall have executed and delivered such other documents
and instruments as Xxxxxx may require;
(c) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Xxxxxx and its legal counsel;
and
(d) No Default or Event of Default under the Agreement as amended
hereby shall have occurred and be continuing.
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4. CORPORATE ACTION. The execution, delivery, and performance of this
Amendment has been duly authorized by all requisite corporate action on the part
of Client and this Amendment has been duly executed and delivered by Client.
5. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
6. REFERENCES. Any reference to the Agreement contained in any notice,
request, certificate, or other document executed concurrently with or after the
execution and delivery of this Amendment shall be deemed to include this
Amendment unless the context shall otherwise require.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
8. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and, except as expressly modified and superseded by this Amendment,
the terms and provisions of the Agreement are ratified and confirmed and shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
XXXXXX FINANCIAL, INC. JALATE,LTD.
By: [SIG] By: [SIG]
____________________________ ______________________________
Title: V.P Title: V.P. FINANCE & CFO
_________________________ ___________________________
ATTEST:
[ILLEGIBLE]
__________________________________
Secretary
[CORPORATE SEAL]
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