Exhibit 10.39
First Natlonal Bank
CHANGE IN TERMS AGREEMENT
Borrower:
Advanced Remote communication Solutions, Inc. a Lender First National Bank
California corporation fka Bostrace, Inc., a 000 Xxxx X Xxxxxx
Xxxxxxxxxx corporation P.O. Box 85625
Enerdyne Technologies, Inc., a California Xxx Xxxxx, XX 00000
corporation
00000 Xxxxxxxx Xxxxxx Xxxx, #000
Xxx Xxxxx, XX 00000
Principal Amount: $2,250,000.00 Initial Rate: 6.500% Date of
Agreement:January 29, 2002
DESCRIPTION OF EXISTING INDEBTEDNESS.
Promissory Note dated December 29, 1998 in the original amount of $750,000.00
originally maturing December 29, 2000 as modified by various Change In Terms
Agreements dated February 4, 2000, February 28, 2000, March 13, 2001, May 18,
2001, August 3, 2001. November 5, 2001, December 20, 2001 and waiver letter
dated February 20, 2001.
DESCRIPT10N OF COLLATERAL
Various Conmercial Security Agreements and Commercial Pledge Agreements
granting Lender a security Interest in various assets as stated In those
specific agreements.
DESCRIPTION OF CHANGE IN TERMS.
1) Maturity date to be extended from January 31, 2002 to April 30, 2002.
2) The Loan Agreement dated December 29,1998 as amended from time to time, is
further modified as follows:
Borrowing Base. The words 'Borrowing Base" shall mean as determined by Lender
from time to time, the lesser of (a) $2,250,0W.00; or (b) up to 800/6 of
Eligible Domestic Accounts plus up to 80% of Eligible Insured Foreign Accounts,
plus up to 50% of the aggregate amount of Eligible Domestic Inventory less
related trade accounts payable not to exceed $300,000.00 through January 31,
2002; $200,000.00 through February 28, 2002 and $100,000.00 through March 31,
2002 Effective April 1, 2002 Inventory shall no longer be eligible under the
Borrowing Base.
A Financial Covenants and Reporting addendum 'is hereby incorporated 'in the
Loan Agreement.
Negative Covenants provision is modified as follows:
Capital Expenditures. Make or contract to make capital expenditures, including
leasehold improvements, in any fiscal year in excess of $250,ooo.00 without
Lenders prior written authorization.
Indebtedness and Liens. No additional debt will be allowed without Lender's
prior written authorization.
Profitability. Borrower shall maintain annual profitability on a quarterly basis
No dividends or distributions shall be paid in any amount.
There shall be no material change in ownership or corporate profile/structure,
Including the sale of a subsidiary or division, and no mergers or acquisitions
without prior written authorization by Lender.
COUNTERPARTS PROVISION. This Change In Term Agreement may be executed in several
counterparts, each of which shall constitute an original, but of which together
shall constitute one and the same Change In Term Agreement
CONTINUING VALIDITY. Except as expressly changed by this Agreement the terms of
the original obligation or obligations, Including all agreements evidenced or
securing the obligation(s), rernain unchanged and in tug force and effect.
Consent by Lender to this Agreement does riot waive Lenders nght to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing In this Agreement Will constitute a satisfaction
of the obligation(s). It is the Intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender In writing. Any maker or
endorser, Including accommodation makers, will not be released by virtue of this
Agreement It any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally. based an the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by It. This waiver applies not only to any
initial extension, modification Or release, but also to all such subsequent
actions.
CHANGE IN TERMS AGREEMENT
Loan No: 0000000000 (Continued)
BORROWER:
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC. A CALIFORNIAN FKA BOATRACS, INC.,
CALIFORNIA CORPORATION
By;
/s/ Xxxxxxx Xxxxxxxxx, Chairmen of the Board/CEO of
Advanced Remote Communication Solutions, Inc.
A California FKA Boatracs, Inc., a California
Corporation
By: /s/ Xxxx Xxxxxx, CFO/Secretary of Advanced Remote Communication Solutions,
a California corporation fka Boatracs, Inc., a California corporation
ENERDYNE TECHNOLOGIES, INC., A CALIFORNIA
CORPORATION
BY: /s/ Xxxxxxx Xxxxxxxxx, Chairman of the Board/CEO
Of Enerdyne Technologies, Inc., a California
Corporation
BY: /s/ Xxxx Xxxxxx, CFO.Secretary of Enerdyne
Technologies, Inc., a California Corporation
