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Exhibit 10.15
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment is made as of this 24th day of July, 1997 to the
May 1, 1996 Loan Agreement (the "Agreement") by and between Implant Sciences
Corporation (the "Borrower"), a Massachusetts corporation (the "Borrower"), with
its principal office at 000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
and USTrust, a Massachusetts trust company with its principal office at 00 Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank") in consideration of the mutual
covenants contained herein and benefits to be derived herefrom. As used herein,
all defined terms have the meanings attributed thereto in the Agreement, unless
otherwise noted.
1. The Agreement is hereby amended as follows:
a. Article I, Section 1.b.ii. of the Agreement is hereby deleted
and replaced in its entirety with the following:
"ii. Three Hundred Thousand Dollars ($300,000.00) or
such other amounts as the Bank may set from time to time in the
Bank's discretion."
b. Article II, Section 2 the Agreement is hereby deleted and
replaced in its entirety with the following:
"II. 1997 TERM LOAN
2. Simultaneously with the execution of the First
Amendment to the Agreement and in reliance upon the
representations, warranties, and covenants made in the Agreement
or in any other agreement, instrument or paper, the Bank shall
lend the Borrower the sum of One Hundred Five Thousand Five
Hundred Fifty-Five Thousand Dollars ($105,555.00) (the "1997
Term Loan") in exchange for, and repayable with interest, as
provided in the Borrower's Commercial Promissory Note (the "1997
Term Note") substantially in the form of Exhibit B annexed
hereto."
c. Article III, Section 3.b. of the Agreement is hereby deleted
in its entirety.
d. Article III, Section 3.c. of the Agreement is hereby amended
by deleting the reference to "Guarantor" and replacing same with a
reference to Xxxxxxx X. Xxxxxx.
e. Article III, Section 3.d.ii. of the Agreement is hereby
deleted in its entirety.
f. Article III, Sections 4.a. and 4.b. of the Agreement are
hereby deleted and replaced in their entirety with the following:
"a. The ratio of EBIT to Debt Service shall not at any
time be less than 3.0 to 1.0. EBIT shall mean the
Borrower's earnings before interest and taxes plus
depreciation as determined in accordance with generally
accepted accounting principles; and Debt Service shall
mean all principal and interest
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payments on account of all outstanding and anticipated
indebtedness owed or to be owed by the Borrower to the
Bank or to other third parties.
b. The Borrower shall maintain a minimum Tangible
Capital Base of not less than Five Hundred Thousand
Dollars ($500,000.00) as of June 30, 1996, which minimum
Tangible Capital Base shall increase by One Hundred
Thousand Dollars ($100,000.00) at each fiscal year end
thereafter. As used herein, Tangible Capital Base shall
mean the Borrower's net worth less intangible assets
plus subordinated debt."
2. All references to the "Guarantor" in the Agreement are hereby deleted.
3. The Agreement is hereby amended by deleting Exhibit A and Exhibit B and
substituting the annexed Exhibit A and Exhibit B in lieu thereof.
4. Except as specifically amended herein, all terms and conditions of the
Agreement shall remain in full force and effect as originally
constituted.
5. Each of the representations of the Borrower contained in the Agreement
remain accurate and correct as of the date hereof and are hereby
restated and reaffirmed.
6. The Borrower represents, warrants, and agrees that the Borrower has no
defenses, counterclaims or offsets against the Bank in connection with
the Agreement, the Revolving Credit Note, the 1997 Term Note or any
other documents executed in connection therewith, and to the extent
that the Borrower may claim that any such offsets, defenses, or
counterclaims exist, the Borrower hereby WAIVES and RELEASE the Bank
from the same.
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7. This First Amendment shall take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts as of the date first written
above.
ATTEST: IMPLANT SCIENCES CORPORATION
/s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
ATTEST: USTRUST
/s/ Xxxx XxXxx By: /s/ Xxxxx X. Xxxxx III
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Xxxxx X. Xxxxx, III
Vice President
COMMONWEALTH OF MASSACHUSETTS
Middlesex , ss. August 5 , 1997
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Then personally appeared the above-named Xxxxxxx X. Xxxxxx and
acknowledged the foregoing to be his free act and deed, before me,
/s/ Xxxxx X. Xxxx
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Notary Public
My commission expires: 9/29/2000
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