THIRD AMENDMENT TO
CREDIT AGREEMENT
This Third Amendment to Credit Agreement is entered into as of
September 7, 2000 (this "Amendment"), by and between IMPERIAL BANK, a California
banking corporation ("Bank") and MONTEREY PASTA, a Delaware corporation
("Borrower").
RECITALS
WHEREAS, Borrower and Bank are parties to that certain Credit Agreement
dated as of August 2, 1999, (as amended, restated, modified, supplemented or
revised from time to time, the "Agreement"); and
WHEREAS, each of the parties to this Amendment desire to amend the
Agreement in accordance herewith.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
A. AMENDMENTS TO THE AGREEMENT.
The dollar figure $2,750,000 in Section 5.06 of the Agreement is hereby
amended to read as "$3,250,000."
B. EFFECT OF AMENDMENT, REPRESENTATIONS AND WARRANTIES.
1. The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and
confirmed in all respects. Except as expressly set forth herein, the execution,
delivery, and performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of Bank under the Agreement, as
in effect prior to the date hereof. Borrower ratifies and reaffirms the
continuing effectiveness of all promissory notes, guaranties, security
agreements, mortgages, deeds of trust, environmental agreements, and all other
instruments, documents and agreements entered into in connection with the
Agreement.
2. Borrower represents and warrants that the Representations and Warranties
contained in the Agreement are true and correct as of the date of this
Amendment, and that no Event of Default has occurred and is continuing.
C. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
1. As a condition to the effectiveness of this Amendment, Bank shall have
received, in form and substance satisfactory to Bank, the following:
(a.) this Amendment, duly executed by Borrower
D. MISCELLANEOUS PROVISIONS.
1. Unless otherwise defined, all initially capitalized terms in this
Amendment shall be as defined in the Agreement.
2. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
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Monterey Pasta Company,
a Delaware corporation
By:
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Xxxxxxx X. Xxxxxxxx
Title: CFO
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IMPERIAL BANK,
A California banking corporation
By:
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Xxxxx X. Xxxxxx
Title: Senior Vice President
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