COAST BUSINESS CREDIT
Fifth Amendment to the Schedule to the Loan and Security Agreement
Borrower: Comtel Electronics
Address: 00000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx 00000
Date: April 29, 1998
THIS FIFTH AMENDMENT TO THE SCHEDULE TO THE LOAN AND SECURITY AGREEMENT is
entered into as of the above date between COAST BUSINESS CREDIT, a division of
Southern Pacific Bank ("Coast"), a California corporation, with offices at 00000
Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and Comtel
Electronics, Inc. ("Borrower"), whose chief executive office is located at the
above address ("Borrower's Address"). This Amendment shall for all purposes be
deemed to be a part of the Schedule to the Loan and Security Agreement
("Schedule"), and the same is an integral part of the Schedule.
AMENDMENTS
1. The following portion of Section 1 of the Schedule is hereby amended to
read as follows:
1. CREDIT LIMIT Loans in a total amount at any time outstanding not to
exceed the lesser of a total of THREE MILLION THREE HUNDRED THOUSAND
DOLLARS ($3,300,000.00) ("Maximum Dollar Amount") or the sum of (a),
(b) and (c) below.
2. The following portion of Section 4 of the Schedule is hereby amended to
read as follows:
4. MATURITY DATE
(Section 6.1)
November 30, 1999, subject to automatic
renewal as provided in Section 6.1 above,
and early termination as provided in Section
6.2 above.
3. Section 7, Paragraph 3 of the Schedule is hereby amended to read as follows:
3. Borrower shall, at all times during the Term of this Loan and Security
Agreement, maintain a minimum Tangible Net Worth (as defined in
Section 8 above) of One Million Dollars ($1,000,000.00)
4. Section 7, of the Schedule is hereby amended to add an additional
sub-paragraph 15 as follows:
15. Coast shall establish an additional reserve equal to five percent (5%)
of the outstanding Eligible Receivables (as defined in Section 8)
until such time as Coast, in its sole and absolute discretion, is
satisfied with the performance of Borrower's Receivables.
5. Section 7, of the Schedule is hereby amended to add an additional
sub-paragraph 16 as follows:
16. Biometric Technologies, Corp ("Biometric") will subordinate its
existing loans to Borrower in the approximate amount of Three Million
Eight Hundred Eighty Thousand Dollars ($3,880,000.00) plus the
additional Five Hundred Thousand Dollars ($500,000,00) that Biometric
expects to loan to Borrower in May 1998, in form and substance
acceptable to Coast.
TERMS AND CONDITIONS PRECEDENT
1. Biometric shall ratify and reaffirm its full unlimited guaranty of all of
Borrower's obligations, including the increase in the Maximum Dollar Amount
pursuant to this amendment.
2. Palomar Medical Technologies, Inc. ("Palomar Medical") and Palomar
Electronics Corporation ("Palomar Electronics") shall ratify and reaffirm
their respective Continuing Guaranty of amounts up to the first Two Million
Five Hundred Thousand Dollars ($2,500,000.00) but shall not be guarantors
of the increase in the Maximum Dollar Amount pursuant tot his amendment.
3. Borrower shall pay Coast Modification Fee of Eight Thousand Dollars
($8,000.00).
4. Borrower, Palomar Medical, Palomar Electronics and Biometric's execution
and return to Coast of this Fifth Amendment to the Schedule to the Loan and
Security Agreement.
5. Borrower, Palomar Medical, Palomar Electronics and Biometric's execution
and return of all documents reasonably required by Coast, in form and
substance acceptable to Coast, evidencing, supporting and securing the
rights, duties and obligations set forth herein.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, ALL OF THE TERMS AND CONDITIONS OF THE
LOAN AGREEMENT AND ALL OTHER DOCUMENTS AND AGREEMENTS BETWEEN COAST AND
BORROWER, AS AMENDED, SHALL CONTINUE IN FULL FORCE AND EFFECT AND THE SAME ARE
HEREBY RATIFIED AND AFFIRMED. THE WAIVERS CONTAINED HEREIN DO NOT CONSTITUTE A
WAIVER OF ANY OTHER PROVISION OR TERM OF THE LOAN
AGREEMENT NOR ANY RELATED DOCUMENT OR AGREEMENT, NOR AN AGREEMENT TO WAIVE ANY
TERM OR CONDITION OF THE LOAN AGREEMENT NOR ANY RELATED DOCUMENT OR AGREEMENT IN
THE FUTURE.
Borrower: Coast:
COMTEL ELECTRONICS COAST BUSINESS CREDIT, a division of
Southern Pacific Bank
By: By:
--------------------- ----------------------------
Xxxx Xxxxxx, Chairman Xxxxx Xxxxxx, Vice President
Biometric Technologies, Corp. Hereby acknowledges this Fifth Amendment to the
Schedule and hereby ratifies and affirms its Continuing Guaranty dated as of
December 31, 997 of all amounts and obligations of Borrower.
Biometric Technologies Corp.
By:
-----------------------
Name:
Title:
Palomar Medical Technologies, Inc. and Palomar Electronics Corporation hereby
acknowledge this Fifth Amendment to the Schedule and hereby ratify and affirm
their Continuing Guaranty dated as of December 5, 1996, as amended, and their
respective Security Agreement - Stock Pledge dated as of December 31, 1997 of
all obligations and up to the first Two Million Five Hundred Thousand Dollars
($2,500,000.00) of Borrower.
Palomar Medical Technologies, Inc. Palomar Electronics Corporation
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------------- -------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Chairman and CEO Title Director
