FIRST AMENDMENT TO
DATRON WORLD COMMUNICATIONS INC.
DATRON/TRANSCO INC.
CREDIT AGREEMENT
WITH
COMERICA BANK
This First Amendment to Credit Agreement is dated as of
April 12, 2000 by and between DATRON WORLD COMMUNICATIONS INC.,
and DATRON/TRANSCO INC. (collectively "Company"), and COMERICA
BANK-CALIFORNIA ("Bank").
WHEREAS, Company and Bank entered into a certain Credit
Agreement dated as of March 24, 1999 (the "Agreement"), pursuant
to which Company incurred certain indebtedness and obligations
and granted the Bank certain security for such indebtedness and
obligations; and
WHEREAS, Company and Bank desire to amend certain provisions
of the Agreement on the terms and conditions hereof;
NOW, THEREFORE, it is agreed:
1. DEFINITIONS
1 Capitalized terms used herein and not defined to the
contrary have the meanings given them in the Agreement.
2. AMENDMENTS TO AGREEMENT
2.1 The definition of "Co-Borrower Facility Maximum" is amended
and restated as follows:
" `Co-Borrower Facility Maximum' shall mean, as of any
date, Eleven Million Dollars ($11,000,000)."
2.2 Reference to Five Million Dollars ($5,000,000) in the
definition of "DT Facility Maximum" and the definition of
"Letter(s) of Credit" is amended and restated as Two Million
Dollars ($2,000,000).
2.3 The definition of "Maturity Date" is amended and restated as
follows:
" `Maturity Date' shall mean:
(a) with respect to the Co-Borrower
Facility, April 1, 2002; and
(b) with respect to the DT Facility, April
1, 2001."
2.4 Reference to "DT Reserve" wheresoever it may appear in the
Agreement is hereby deleted.
2.5 Section 7.1 is amended and restated as follows:
"7.1 Furnish Bank:
a) Within thirty days and as of the end of each month, monthly
agings of DWC's accounts receivable and accounts payable, each in form
acceptable to Bank; and
b) promptly, and in form to be satisfactory to Bank, such other
information as Bank may reasonably request from time to time."
2.6 Section 8.1 is amended and restated as follows:
"8.1 Furnish Bank
a) Within thirty days and as of the end of each month, monthly
agings of DT's accounts receivable and accounts payable, each in form
acceptable to Bank, together with Borrowing Base Reports in such
detail as Bank may specify demonstrating that the Advances under
the DT Facility do not exceed the DT Facility Maximum
b) As soon as available and in any event within sixty (60) days
after the end of each fiscal quarter of DT "percent completion
report" including backlog by project; and
c) promptly, and in form to be satisfactory to Bank, such other
information as Bank may reasonably request from time to time."
3. REPRESENTATIONS
Company hereby represents and warrants that:
3.1 Execution, delivery and performance of this Amendment and
any other documents and instruments required under this Amendment
or the Agreement are within Company's powers, have been duly
authorized, are not in contravention of law or the terms of
Company's Articles of Incorporation or Bylaws, and do not require
the consent or approval of any governmental body, agency, or
authority.
3.2 This Amendment, and the Agreement as amended by this
Amendment, and any other documents and instruments required under
this Amendment or the Agreement, when issued and delivered under
this Amendment or the Agreement, will be valid and binding in
accordance with their terms.
3.3 The continuing representations and warranties of the Company
set forth in Sections 5.1, 5.2, 5.4, 5.5, 5.6, 5.8 through 5.12,
6.1, 6.2, 6.4, 6.5, 6.6, and 6.8 through 6.13 of the Agreement
are true and correct on and as of the date hereof with the same
force and effect as made on and as of the date hereof; the
representations set forth in Sections 5.7 and 6.7 are amended to
reference the unaudited balance sheet and operating statements of
Company most recently furnished to the Bank; the representations
set forth in Sections 5.3 and 6.3 are amended to account for the
KVH patent infringement suit disclosed to Bank by Company.
3.4 To the knowledge of Company, Datron Systems Incorporated is
in compliance with the covenants set forth in the Guaranty dated
March 24, 1999 from Datron Systems Incorporated in favor of Bank.
3.5 No Event of Default, or condition or event which, with the
giving of notice or the running of time, or both, would
constitute an Event of Default under the Agreement, has occurred
and is continuing as of the date hereof.
4. MISCELLANEOUS
4.1 This Amendment may be executed in as many counterparts as
Bank and the Company deem convenient, and shall become effective
upon: (a) delivery to Bank of all executed counterparts hereof;
and (b) delivery to Bank, in form and substance satisfactory to
Bank of each of the documents and instruments listed on the
Checklist attached as Exhibit "A" hereto.
4.2 Company and Bank acknowledge and agree that except as
specifically amended hereby, all of the terms and conditions of
the Agreement and the loan documents related thereto (the "Loan
Documents") remain in full force and effect in accordance with
their original terms; Company and Bank further acknowledge that
Company's address is presently 3030 Enterprise Court, Vista,
California 92083, and the Agreement and documents executed in
connection therewith are amended to reflect such address.
4.3 Company shall pay all of Bank's reasonable legal costs and
expenses (including attorneys' fees and expenses not to exceed
$1,500) incurred in the negotiation, preparation and closing
hereof, including, without limitation, costs of all lien searches
and financing statement filings.
4.4 Company shall pay to Bank an extension fee of $12,500, and a
documentation fee of $350, together with an Eximbank facility fee
in the amount of $5,000, and an Eximbank loan application fee of
$100.
4.5 Nothing set forth in this Amendment shall constitute, or be
interpreted or construed to constitute, a waiver of any right or
remedy of Bank, or of any default or Event of Default whether now
existing or hereafter arising and whether now known or hereafter
discovered by or disclosed to Bank.
4.6 Bank expressly reserves the right to exercise any or all
rights and remedies provided under the Loan Documents and
applicable law except as modified herein. Bank's failure to
immediately exercise such rights and remedies shall not be
construed as a waiver or modification of those rights or an offer
of forbearance.
WITNESS the due execution hereof as of the day and year
first above written.
DATRON WORLD COMMUNICATIONS COMERICA BANK-CALIFORNIA
INC.
By: /s/ William L. Stephan By: /s/ Richmond C. Boyce
William L. Stephan Richmond C. Boyce
Its: Secretary/Treasurer Its: Corporate Banking Officer
DATRON/TRANSCO INC.
By: /s/ William L. Stephan
William L. Stephan
Its: Secretary/Treasurer