SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS dated as of
September 29, 1998 by and between RAMTRON INTERNATIONAL CORPORATION, a
Delaware corporation ("Borrower") and the NATIONAL ELECTRICAL BENEFIT FUND
("Lender").
WITNESSETH:
WHEREAS, the Borrower and Lender are parties to that certain Loan Agreement
dated as of August 31, 1995 (the "Original Loan Agreement");
WHEREAS, as of the date hereof and pursuant to the Original Loan Agreement,
Lender has an outstanding loan to Borrower in the principal amount of Five
Million Five Hundred Thousand Dollars ($5,500,000) (the "Loan");
WHEREAS, the Loan is evidenced by that certain Promissory Note of the Borrower
dated August 31, 1995 made payable to the order of Lender (the "Note"), and
secured by (i) that certain Deed of Trust dated as of August 31, 1995 made by
Borrower to the Public Trustee in favor of Lender and recorded September 26,
1995 in Book 6731 at Page 703 of the El Paso County Land Records; (ii) that
certain Security Agreement dated as of August 31, 1995 made by Borrower in
favor of Lender; (iii) that certain Patent Security Agreement dated as of
August 31, 1995 made by Borrower in favor of Lender and recorded with the
Assignment Branch of the United States Patent and Trademark Office as of
September 29, 1995 at Reel 7662 and Frame 0353; (iv) that certain EMS Stock
Pledge Agreement dated as of August 31, 1995 made by Borrower in favor of
Lender; and (v) that certain Racom Stock Pledge Agreement dated as of
August 31, 1995 made by Borrower in favor of Lender (collectively, all of the
foregoing documents including the Note and the documents enumerated
in (i) through (iv) and all other documents evidencing and securing all or a
portion of the Loan being referred to as the "Loan Documents");
WHEREAS, the Scheduled Maturity Date of the Loan under the Original Loan
Agreement and the Loan Documents was June 30, 1998;
WHEREAS, the Scheduled Maturity Date was extended to September 30, 1998
pursuant to that First Amendment to the Loan Agreement (the "First
Amendment") dated as of June 1, 1998 in order to allow the Lender to
investigate the advisability and possible terms of extending the loan for a
longer period;
WHEREAS, the Lender has reached tentative terms under which it proposes to
extend the Loan for a three (3) year period but the Borrower has recently
proposed additional funding from the Lender which may take the form of an
increase in the amount of the loan; and
WHEREAS, in order to allow more time for the Lender to evaluate the Borrower's
latest proposal, the Lender has decided to extend the Scheduled Maturity Date
of the Loan to December 15, 1998.
NOW, THEREFORE, in consideration of the premises hereof and for other
consideration the receipt and sufficiency of which is hereby established, the
Borrower and the Lender hereby agree as follows:
1. Amendments to the Original Loan Agreement. Section 1.58 defining
"Scheduled Maturity Date" of the Original Loan Agreement is hereby amended
to delete the date "June 30, 1998" and insert the date "December 15, 1998"
in lieu thereof.
2. No Other Amendment. Other than as expressly modified hereby, all of the
provisions of the Original Loan Agreement and each of the other Loan Documents
shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, Borrower and Lender have executed this Second Amendment to
the Loan Agreement and Other Loan Documents as of the day and year first above
written.
RAMTRON INTERNATIONAL CORPORATION, a
Delaware corporation
By: /S/ L. Xxxxx Xxxxx
----------------------
L. Xxxxx Xxxxx
Chairman of the Board of Directors
and Chief Executive Officer
Attest:
/S/ Xxxxxxx X. Xxxx
----------------------
By: Xxxxxxx X. Xxxx
Secretary
NATIONAL ELECTRICAL BENEFIT FUND
By: /S/ Xxxxx X. Xxxx
----------------------
Xxxxx X. Xxxx
Trustee
WITNESS:
/S/ Xxxxx Xxxxxxxxx
STATE OF COLORADO)
) ss.:
COUNTY OF EL PASO)
On this 1st day of October, 1998, before me personally came L. Xxxxx Xxxxx, to
me known or satisfactorily proven, who, being by me duly sworn, did depose and
say the he resides at 0000 Xxxxxxx Xxxxx; that he is the Chairman of the Board
of Directors and Chief Executive Officer of RAMTRON INTERNATIONAL CORPORATION,
a Delaware corporation, and that in such capacity he executed the within
instrument on behalf of the company for the purposes therein set forth.
/S/ Xxxxxxx X. Xxxxx
----------------------
Notary Public
My Commission Expires:
10-30-99
----------------------
)
DISTRICT OF COLUMBIA) ss.:
)
On this 29th day of September, 1998, before me personally came Xxxxx X. Xxxx,
to me known or satisfactorily proven, who, being by me duly sworn, did depose
and say that he is the Trustee of the NATIONAL ELECTRICAL BENEFIT FUND, and
that in such capacity he executed the within instrument on behalf of the trust
for the purposes therein set forth.
/S/ Xxxxxxx X. Xxxxx
----------------------
Notary Public
My Commission Expires:
Xxxxxxx X. Xxxxx
Notary Public District of Columbia
My commission expires July 14, 2002