Exhibit 10.1
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this
"Amendment") is dated as of the 30th day of April, 2001 by and among SOLDER
STATION-ONE, INC., a California corporation ("Solder Station"), and SS
Acquisition Corporation, a California corporation ("SSA") (together, Solder
Station and SSA are referred to herein as "Borrower"; all references to
Borrower shall mean each of them, jointly and severally, individually and
collectively, and the successors and assigns of each); and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association ("Bank").
W I T N E S S E T H:
WHEREAS, Bank and Borrower entered into that certain Loan and Security
Agreement dated as of April 10, 1998 (the "Agreement"), and now desire to
amend the Agreement to, among other things, extend certain maturity dates
with respect to the Loans and modify certain financial covenants, as further
set forth in this Amendment.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms
and conditions of this Amendment, the parties, intending to be bound, hereby
agree as follows:
1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the
Agreement, and the Agreement to the extent not inconsistent with this
Amendment is incorporated herein by this reference as though the same
were set forth in its entirety. To the extent any terms and provisions
of the Agreement are inconsistent with the amendments set forth in
paragraph 2 below, such terms and provisions shall be deemed superseded
hereby. Except as specifically set forth herein, the Agreement shall
remain in full force and effect and its provisions shall be binding on
the parties hereto.
2. Amendment of the Agreement. The Agreement is hereby amended as follows:
(a) Any and all references to the Agreement shall be deemed to refer to
and include this Amendment, as the same may be further amended,
modified or supplemented from time to time.
(b) Any and all references to "Term Credit Commitment," "Term Loan" and
"Term Note" shall be deemed deleted in their entirety.
(c) The definition of the term "Maturity Date" in Paragraph 1.1 is
hereby amended and restated to read in its entirety as follows:
"Maturity Date" means (a) in the case of the Revolving Credit
Commitment, May 31, 2002 and (b) in the case of the Acquisition Credit
Commitment, April 30, 2003.
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(d) The definition of the term "Revolving Note" in Paragraph 1.1 is
hereby amended and restated to read in its entirety as follows:
"Revolving Note" means that certain Substitute Revolving Note dated as
of April 10, 1998 in the original maximum principal amount available
of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), as amended
by that certain Allonge to Revolving Note dated as of April 30, 2001,
as the same may be further amended, modified or supplemented from time
to time, together with any renewals thereof or exchanges or
substitutes therefor.
(e) The following sentence is hereby added to the end of Paragraph 5.11
as follows:
The Unused Portion Fee shall be computed for the actual number of days
elapsed on the basis of a 360 day year.
(f) Paragraph 11.2(f)(i) is hereby amended and restated to read in its
entirety as follows:
(i) Maintain a Net Worth (measured as of the end of each calendar
year) of not less than Four Million Dollars ($4,000,000),
determined in accordance with GAAP, which amount shall increase by
Five Hundred Thousand Dollars ($500,000) on January 1, 2002 and
Five Hundred Thousand Dollars ($500,000) as of January 1 of each
year thereafter.
(g) Paragraph 11.2(f)(iv) shall be deemed deleted in its entirety.
3. Closing Documents and Requirements. All the documents on Exhibit A
hereto shall be delivered concurrently with this Amendment, each in form
and substance satisfactory to Bank.
4. Representations and Warranties; No Event of Default. The
representations, warranties and covenants set forth in Paragraph 11 of
the Agreement are deemed remade as of the date hereof and each Borrower
represents that such representations, warranties and covenants are true
and correct as of the date hereof. No Event of Default exists nor does
there exist any event or condition which with notice, lapse of time
and/or the consummation of the transactions contemplated hereby would
constitute an Event of Default.
5. Fees and Expenses. The Borrowers agree to pay on demand all costs and
expenses of or incurred by Bank in connection with the evaluation,
negotiation, preparation, execution and delivery of this Amendment and
the other instruments and documents executed and delivered in connection
with the transactions described herein (including the filing or
recording thereof), including, but not limited to, the fees and expenses
of counsel for the Bank and any future amendments to the Agreement.
6. Effectuation. The amendments to the Agreement contemplated by this
Amendment shall be deemed effective immediately upon the full execution
of this Amendment and without any further action required by the parties
hereto. There are no conditions precedent or subsequent to the
effectiveness of this Amendment.
7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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First Amendment to Loan
and Security Agreement Signature Page
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment as of the date first above written.
SS ACQUISITION CORPORATION
By:
Its:
SOLDER STATION-ONE, INC.
By:
Its:
LASALLE BANK NATIONAL ASSOCIATION
By:
Its:
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EXHIBIT A
Amendment Documents
1. First Amendment to Loan and Security Agreement (the "Amendment");
2. Allonge to Revolving Note; and
3. Certificate of Secretary of each Borrower certifying to and attaching
resolutions approving the Amendment and the transactions contemplated
thereby and the incumbency of each Borrower.
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