Exhibit 4.8
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of
this 30th day of October 1999, between Coast Business Credit(R), a division of
Southern Pacific Bank ("Coast") and Research, Incorporated ("Borrower"), is made
in reference to the following agreed upon facts:
E. Borrower previously entered into a Loan and Security Agreement
with Coast dated December 17, 1998 (as the same may be amended, supplemented or
modified from time to time, the "Loan Agreement").
F. Borrower has a subsidiary in the United Kingdom called Research
Incorporation Limited which Borrower plans to close as soon as possible and
discontinue Research Incorporation Limited as a subsidiary of Borrower (the "UK
Closure").
G. Borrower has requested that Coast approve the UK Closure. Coast
is willing to agree to said request and to amend the Loan Agreement on the terms
and subject to the conditions set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing recitals and the terms and
conditions hereof, the parties do hereby agree as follows, effective as of the
date set forth above:
1. Definitions. Terms used herein, unless otherwise defined herein,
shall have the meanings set forth in the Loan Agreement
2. Recitals. Recitals A through C are incorporated herein as though
set forth in full.
3. Consent. Subject to the terms and conditions of this Amendment,
Coast hereby consents to the UK Closure. The foregoing is a one-time consent
only and shall apply only to the matters and time periods specifically set forth
in this Amendment. Without limiting the generality of the foregoing, this
consent shall not apply to any future transactions whether or not similar to the
UK Closure.
4. Amended Definitions. Certain definitions set forth in Section 1
of the Loan Agreement are deleted or amended as set forth below:
a. The definition of "Eligible Receivables" is amended as
follows:
i. by deleting the phrases ", ELIGIBLE UK RECEIVABLES," and "OR RESEARCH
LIMITED" from the first paragraph of such definition; and
ii. by deleting the phrase "AND ELIGIBLE UK RECEIVABLES," from paragraph
(e) of such definition.
b. The definition of "Eligible UK Receivables" is deleted.
5. Loans. The Section of the Schedule entitled "SECTION 2. CREDIT
FACILITIES," is hereby amended by deleting subsection (a) in its entirety and
substituting the following in lieu thereof:
"RECEIVABLE LOANS IN AN AMOUNT NOT TO EXCEED 85% OF THE AMOUNT OF
ELIGIBLE RECEIVABLES (AS DEFINED IN SECTION 1 OF THE AGREEMENT), PROVIDED THAT
ADVANCES AGAINST ELIGIBLE FOREIGN RECEIVABLES SHALL NOT EXCEED TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000)."
6. Covenants. In order to induce Coast to enter into this Agreement,
Borrower covenants that Borrower will at all times comply with all of the
following covenants:
a. Borrower will promptly remit to Coast the net proceeds
(after the direct costs of the UK Closure incurred by Research Incorporation
Limited) from the liquidation of all Collateral located in the United Kingdom.
b. Borrower represents, warrants, and covenants that Research
Limited will not generate any further Receivables after November 30, 1999.
7. Modification Fee. In consideration of this Amendment and in
addition to all other fees and charges, Borrower shall pay to Coast a
modification fee of One Thousand Dollars ($1,000), which fee is fully earned as
of the date hereof and shall be payable on the date hereof.
8. Reaffirmation. Except as modified by the terms herein, the Loan
Agreement and the other Loan Documents remain in full force and effect. If there
is any conflict between the terms and provisions of this Amendment and the terms
and provisions of the Loan Agreement or documents related thereto, the terms and
provisions of this Amendment shall govern.
9. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. This Amendment may be
executed by facsimile signatures.
10. Governing Law. This Amendment shall be governed by and construed
according to the laws of the State of California.
11. Attorneys' Fees; Costs; Jury Trial Waiver. Borrower agrees to
pay, on demand, all attorneys' fees and costs incurred in connection with the
negotiation, documentation and execution of this Amendment. If any legal action
or proceeding shall be commenced at any time by any party to this Amendment in
connection with its interpretation or enforcement, the prevailing party or
parties in such action or proceeding shall be entitled to reimbursement of its
reasonable attorneys' fees and costs in connection therewith, in addition to all
other relief to which the prevailing party or parties may be entitled. Each of
Coast and Borrower hereby waives its right to trial by jury in any such action
or proceeding.
RESEARCH, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
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Title: Treasurer
COAST BUSINESS CREDIT, a division of
Southern Pacific Bank
By: /s/ Xxxxx Xxxxxxx
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Title: Vice President
