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Exhibit 10.3.1.b
AMENDMENT NO. 2
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment") is entered into as of December 1,
1995, by and among TELXON CORPORATION ("Telxon"), a corporation organized
under the laws of the State of Delaware, THE RETAIL TECHNOLOGY GROUP, INC.
("Retail"), a corporation organized under the laws of the State of Delaware,
TELETRANSACTION, INC. ("Teletransaction"), a corporation organized under the
laws of the State of Delaware, ITRONIX CORPORATION ("Itronix"), a corporation
organized under the laws of the State of Washington, MICROOFFICE SYSTEMS
TECHNOLOGY, INC. ("MicroOffice"), a corporation organized under the laws of the
State of Delaware, PTC AIRCO, INC. ("PTC"), a corporation organized under the
laws of the State of Delaware (Telxon, Retail, Teletransaction, Itronix,
MicroOffice and PTC, each a "Borrower" and, jointly and severally, the
"Borrowers"), the undersigned financial institutions (collectively the
"Lenders") and THE BANK OF NEW YORK COMMERCIAL CORPORATION ("BNYCC"), a
corporation organized under the laws of the State of New York, as agent for
Lenders (BNYCC in such capacity, the "Agent").
BACKGROUND
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Borrowers, Lenders and Agent are parties to an Amended and Restated
Revolving Credit, Term Loan and Security Agreement dated as of March 31, 1995
(as amended, supplemented or otherwise modified from time to time, the "Loan
Agreement") pursuant to which Lenders provide Borrowers with certain financial
accommodations.
Borrowers have requested that Agent and Lenders amend the Loan
Agreement and Agent and Lenders are willing to do so on the terms and
conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance of grant of
credit heretofore of hereafter made to or for the account of Borrowers by
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
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2. AMENDMENT TO LOAN AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is bereby
amended as follows:
(a) The following definition in Section 1.2 of the Loan Agreement
is hereby amended in its entirety to provide as follows:
"Subordinated Debt Documentation" shall mean, collectively,
Indenture A and Indenture B.
(b) The following defined terms are hereby added to Section 1.2 of
the Loan Agreement in their appropriate alphabetical order:
"Amendment Date" shall mean December 1, 1995.
"Indenture A" shall mean the Indenture dated as of June 1,
1987 between Telxon and AmeriTrust Company National Association, the 7 1/2%
Convertible Subordinated Debentures Due 2012 dated as of the date of their
respective authentication, in the aggregate principal amount of $46,000,000
issued by Telxon and all agreements, documents and instruments executed in
connection therewith.
"Indenture B" shall mean the Indenture dated as of
December 1, 1995 between Telxon and Bank One Trust Company, N.A., the [5-3/4]%
Convertible Subordinated Debentures Due 2003 dated as of the date of their
respective authentication, in the aggregate original principal amount not to
exceed $86,250,000 issued by Telxon and all agreements, documents and
instruments executed in connection therewith.
(c) Section 6.8 of the Loan Agreement is hereby amended in its
entirety to provide as follows:
"Indebtedness to Tangible Net Worth Ratio. Cause to be
maintained as of the end of each fiscal quarter of Borrowers a ratio of
Indebtedness of Telxon and its Subsidiaries on a Consolidated Basis (excluding
the Indebtedness of Telxon evidenced by Indenture B) to (a) the sum of Tangible
Net Worth plus (b) the Subordinated Indebtedness (excluding the Indebtedness of
Telxon evidenced by Indenture B) no greater than 1.45 to 1.00."
(d) Section 7.17 of the Loan Agreement is hereby amended in its
entirety to provide as follows:
"Prepayment of Indebtedness. At any time, directly or indirectly,
prepay any Indebtedness for borrowed money (other than to Lenders), or
repurchase, redeem, retire or otherwise acquire any Indebtedness of any
Borrower except for regularly scheduled sinking fund and interest payments
permitted pursuant
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to the terms of (x) Indenture A as in effect on the Closing Date and (y)
Indenture B as in effect on the Amendment Date."
(3) Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent: (i) Agent
shall have received complete copies of Indenture B (including all exhibits,
schedules and disclosure letters referred to therein or delivered pursuant
thereto, if any) and all amendments thereto, waivers relating thereto and other
side letters or agreements affecting the terms thereof and (ii) Agent shall
have received six (6) copies of this Amendment executed by Borrowers and
Lenders and consented and agreed to by Guarantors, and such other certificates,
instruments, documents, agreements and opinions of counsel as may be required
by Agent, Lenders or their counsel, each of which shall be in form and
substance satisfactory to Agent, Lenders and their counsel.
(4) REPRESENTATIONS AND WARRANTIES. Borrowers hereby represents
and warrants as follows:
(a) This Amendment and the Loan Agreement, as ammended
hereby, constitute legal, valid and binding obligations of Borrowers
and are enforceable against Borrowers in accordance with their
respective terms.
(b) Upon the effectiveness of this Amendment, Borrowers
hereby reaffirm all covenants, representations and warranties made in
the Loan Agreement to the extent the same are not amended herby and
agree that all such covenants, representations and warranties shall be
deemed to have been remade as of the effective date of this Amendment.
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(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim of offset with
respect to the Loan Agreement.
5. EFFECT ON THE LOAN AGREEMENT
(a) Upon the effectiveness of SECTION 2 hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Agent or any
Lender, nor constitute a waiver of any provision of the Loan Agreement, or any
other documents, instruments or agreements executed and/or delivered under or
in connection therewith.
6. GOVERNING LAW. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.
7. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.
8. COUNTERPARTS. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an orginal
and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
TELXON CORPORATION
By: /S/ Xxxxxxx X. Xxxxx
----------------------------
Name: _______________
Title: ______________
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
(SIGNATURES CONTINUED ON NEXT PAGE)
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THE RETAIL TECHNOLOGY GROUP, INC.
By: /S/ Xxxxxxx X. Xxxxx
-------------------------------
Name: _________________
Title: ________________
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
TELETRANSACTION, INC.
By: /S/ Xxxxxxx X. Xxxxx
------------------------------
Name: _________________
Title: ________________
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
ITRONIX CORPORATION
By: /S/ Xxxxxxx X. Xxxxx
------------------------------
Name: _________________
Title: ________________
South 000 Xxxxxxx
Xxxxxxx, XX 00000
MICROOFFICE SYSTEMS TECHNOLOGY, INC.
By: /S/ Xxxxxxx X. Xxxxx
------------------------------
Name: _________________
Title: ________________
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
PTC AIRCO, INC.
By: /S/ Xxxxxxx X. Xxxxx
------------------------------
Name: _________________
Title: ________________
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx, Xxxx 00000
(SIGNATURES CONTINUED ON NEXT PAGE)
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THE BANK OF NEW YORK COMMERCIAL
CORPORATION, as Lender and as Agent
By: /S/ Xxxxxx X. Xxxxxx
-----------------------------
Xxxxxx X. Xxxxxx, Vice President
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
COMMITMENT PERCENTAGE: 50%
BANKAMERICA BUSINESS CREDIT, INC.,
as Lender
By: /S/ Xxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
COMMITMENT PERCENTAGE: 50%
CONSENTED AND AGREED TO:
Telxon Foreign Sales Corp.
By: /S/ Xxxxxx X. Xxxxxxx
----------------------
Name: ________________
Title: _______________
AIRONET Wireless Communications, Inc.
By: /S/ Xxxxxxx X. Xxxxx
----------------------
Name: ________________
Title: _______________
Telxon Trading Co., Inc.
By: /S/ Xxxxxxx X. Xxxxx
----------------------
Name: ________________
Title: _______________
(SIGNATURES CONTINUED ON THE NEXT PAGE)
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Penright! Corporation
By: /S/ Xxxxxxx X. Xxxxx
-----------------------
Name: _________________
Title: ________________
Metanetics Corporation
By: /S/ Xxxxxxx X. Xxxxx
-----------------------
Name: _________________
Title: ________________
Telxon Products, Inc.
By: /S/ Xxxxxxx X. Xxxxx
-----------------------
Name: _________________
Title: ________________
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