EXHIBIT 10.10(13)
FIRST MODIFICATION TO LOAN AND SECURITY AGREEMENT
This First Modification to Loan and Security Agreement is entered into
as of April 16, 2003 (this "Amendment"), by and among Fotoball U.S.A., Inc.,
("Borrower"), a Delaware corporation and Comerica Bank-California, a California
banking corporation ("Bank").
RECITALS
WHEREAS, Borrower and Bank are parties to that certain Loan and
Security Agreement dated as of June 24, 2002, as amended (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 definition of net income in Section 6.16(d) of the
Agreement is hereby amended to read as "Net Income after taxes of more
than $100,000 on a rolling twelve-month basis" effective June 24, 2002
and thereafter."
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; and
(b) such other documents, and completion of such other
matters, as Bank may reasonably deem necessary or appropriate.
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 first date above written.
COMERICA BANK-CALIFORNIA, FOTOBALL USA INC.,
A California banking corporation A Delaware corporation
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Xxxxxxx Xxxxxx, Senior Vice President Title: Sr. Vice President and Chief Financial Officer
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