SECOND AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.17a
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into
as of April 14, 1995, by and between TCI INTERNATIONAL, INC., a Delaware
corporation ("TCI"), TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL, a California
Corporation ("TCI International"), BR COMMUNICATIONS, a California corporation
("BRC"), ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of May 17, 1994, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect said changes.
NOW, THEREFORE, the Credit Agreement is hereby amended as follows:
1. Section 1.1.(a) shall be deleted in its entirety, and the following
substituted therefore:
(a) Letter of Credit Line. Subject to the terms and conditions of this
Agreement, Bank hereby agrees to issue standby letters of credit for the account
of BRC or TC International in support of bid bonds, performance bonds and
warranty bonds and to secure advance payments to any Borrower for contract
work undertaken in the normal course of such Borrower's business (each,
a "Letter of Credit" and collectively, "Letters of Credit") from time to time
up to and including March 31, 1997; provided however, that the form and
substance of each Letter of Credit shall be subject to approval by Bank, in
its sole discretion; and provided further, that the aggregate of all undrawn
amounts, and all amounts drawn and reimbursed, under any Letters of Credit
issued under the Letter of Credit Line (the "Line") shall not
at any time exceed the principal amount of SEVEN MILLION AND NO/100 DOLLARS
($7,000,000.00) up to and including May 31, 1996 and on April 1, 1996 the
aggregate of all undrawn amounts, and all amounts drawn and unreimbursed,
under any Letters of Credit issued under the Line shall be reduced to an amount
not at any time to exceed the principal amount of THREE MILLION AND
NO/100 DOLLARS ($3,000,000.00) up to and including March 31, 1997. Each Letter
of Credit shall be issued for a term not to exceed three (3) years, as
designated by Borrowers; provided however, that no Letter of Credit shall have
an expiration date subsequent to March 31, 1997, except for the Standby
Letter of Credit issued by Bank for the account of Borrower and in favor of
Post & Telecommunications Corporation in the principal amount of $489,764.30
which shall have an expiration date of October 3, 1997, nor shall any Letter of
Credit with an expiration date subsequent to March 31, 1996 exceed the
amount of $3,000,000.00 without prior written Bank consent. Each Letter of
Credit shall be subject to the additional terms of the Letter of Credit
Agreement and related documents, if any, required by Bank in
connection with the issuance thereof (each, a "Letter of Credit Agreement" and
collectively, "Letter of Credit Agreements").
2. Except as specifically provided herein, all terms and conditions of the
Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained in the
Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event
of Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx Xxxx, Vice President
TCI INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx, III, Vice President
TECHNOLOGY FOR COMMUNICATIONS INTERNATIONAL
By: /s/ Xxxx X. Xxxxxxx, III, Vice President and General Manager
BR COMMUNICATIONS
By: /s/ Xxxx X. Xxxxxxx, III, President
