EXHIBIT 10.1
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "First Amendment") is
entered into as a September 30, 1997 by and among XXXXXX ELECTRONICS, INC., a
Delaware corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION,
successor-by-merger to First Interstate Bank of California, as Agent and as a
Bank.
RECITALS
--------
A. Borrower and First Interstate Bank of California, the successor-by-
merger of which is Xxxxx Fargo Bank, National Association, as Agent and as a
Bank, have previously entered into that certain Loan Agreement dated as of
December 20, 1995 (the "Agreement").
B. Borrower, the Agent and Bank wish to amend the Agreement to reduce
the Applicable Alternate Base Rate Margin and the Applicable Eurordollar Rate
Margin.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Section 1.1 of the Agreement is hereby amended to add thereto the
following new definition, to read as follows:
SECOND AMENDMENT: means that certain Second
Amendment to Loan Agreement dated as of September 30,
1997 executed by Borrower, the Agent and the Banks.
2. The definition of "Applicable Alternate Base Rate Margin" in Section
1.1 of the Agreement is hereby amended and restated in its entirety to read as
follows:
"APPLICABLE ALTERNATE BASE RATE MARGIN" means, for
each Pricing Period, the interest rate margin set forth
below (expressed in basis points) opposite the
Applicable Pricing Level for that Pricing Period:
1
Applicable
Pricing Level Margin
------------- --------
I 75.00
II 50.00
III 25.00
IV 00.00
3. The definition of "Applicable Eurodollar Rate Margin" in Section 1.1
of the Agreement is hereby amended and restated in its entirety to read as
follows:
"APPLICABLE EURODOLLAR RATE MARGIN" means, for each
Pricing Period, the interest rate margin set forth below
(expressed in basis points) opposite the Applicable
Pricing Level for that Pricing Period:
Applicable
Pricing Level Margin
------------- --------
I 200.00
II 175.00
III 125.00
IV 75.00
4. The amendment and restatement of the Applicable Alternative Base Rate
Margin and the Applicable Eurodollar Rate Margin set forth above shall be
effective with respect to Pricing Periods commencing on or after the date of
this Second Amendment.
5. The address for Xxxxx Fargo Bank, National Association, as Agent and
as a Bank, is hereby amended to read as follows:
Xxxxx Fargo Bank, National Association
Los Angeles Regional Commercial Banking
Xxxxxx
000 Xxxxx Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxx
Telecopier: (000) 000-0000
Telecopier: (000) 000-0000
2
6. Except as specifically provided herein, all terms and provisions of
the Agreement shall continue in full force and effect, without waiver or
modification. All Terms defined in the Agreement shall have the same meaning
when used in this Second Amendment. This Second Amendment and the Agreement
shall be read together, as one document.
7. Borrower hereby remakes all representations and warranties contained
in the Agreement and reaffirms all covenants set forth therein. Borrower
further certificates that as of the date of this Second Amendment there exists
no Event of Default as defined in the Agreement, nor any condition, act or
event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment
to be executed as of the day and year first written above.
XXXXXX ELECTRONICS, INC., XXXXX FARGO BANK, NATIONAL
a Delaware corporation ASSOCIATION, as Agent
and as a Bank
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------- ---------------------
Title: V. P. Finance Xxxxxxx X. Xxxxxx
Vice President
By:
-----------------------------
Title:
-----------------------------
3
