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EXHIBIT 10-25
IMPERIAL BANK
Member FDIC
NOTE
$1,000,000.00 Los Angeles, California, September 6, 1995
On October 1, 2000, and as hereinafter provided, for value received, the
undersigned promises to pay to IMPERIAL BANK ("Bank"), a California banking
corporation, or order at its Los Angeles Regional office, the principal sum of
$1,000,000.00 or such sums up to the maximum if so stated, as the Bank may now
or hereafter advance to or for the benefit of the undersigned in accordance with
the terms hereof, together with interest from date of disbursement or N/A ,
whichever is later, on the unpaid principal balance ____ at the rate of ___% per
year X at the rate of 1.250% per year in excess of the rate of interest which
Bank has announced as its prime lending rate (the "Prime Rate"), which shall
vary concurrently with any change in such Prime Rate, or $250.00, whichever is
greater. Interest shall be computed at the above rate on the basis of the actual
number of days during which the principal balance is outstanding, divided by
360, which shall, for interest computation purposes, be considered one year.
Interest shall be payable _X_ monthly __ quarterly __ included with principal
_X_ in addition to principal, beginning November 1, 1995, and if not so paid
shall become a part of the principal. All payments shall be applied first to
interest, and the remainder, if any, on principal, __X__ (if checked), Principal
shall be payable in installments of $16,667.00, or more, each installment on the
1st day of each month, beginning November 1, 1995. Advances not to exceed any
unpaid balance owing at any one time equal to the maximum amount specified
above, may be made at the option of Bank.
Any partial prepayment shall be applied to the installments, if any, in
inverse order of maturity. Should default be made in the payment of principal or
interest when due, or in the performance or observance, when due, of any item,
covenant or condition of any deed of trust, security agreement or other
agreement (including amendments or extensions thereof) securing or pertaining to
this note, at the option of the holder hereof and without notice or demand, the
entire balance of principal and accrued interest then remaining unpaid shall (a)
become immediately due and payable, and (b) thereafter bear interest, until paid
in full, at the increased rate of 5% per year in excess of the rate provided for
above, as it may vary from time to time.
Defaults shall include, but not be limited to, the failure of the maker
(a) to pay principal or interest when due; the filing as to each person
obligated hereon, whether as maker, co-maker, endorser or guarantor
(individually or collectively referred to as the "Obligor") of a voluntary or
involuntary petition under the provisions of the Federal Bankruptcy Act; the
Issuance of any attachment or execution against any asset of any Obligor; the
death of any Obligor; or any deterioration of the financial condition of any
Obligor which results in the holder hereof considering itself, in good faith,
insecure.
If any installment payment or principal balance payment due hereunder
is delinquent ten or more days, Obligor agrees to pay a late charge in the
amount of 5% of the payment so due and unpaid. In addition to the payment; but
nothing in this paragraph is to be construed as any obligation on the part of
the holder of this note to accept payment of any installment past due or less
than the total unpaid principal balance after maturity.
If this note is not paid when due, each Obligor promises to pay all
costs and expenses of collection and reasonable attorney's fees incurred by the
holder hereof on account of such collection, plus interest at the rate
applicable to principal, whether or not suit is filed hereon. Each Obligor shall
be jointly and severally liable hereon and consents to renewals, replacements
and extensions of time for payment hereof, before, at, or after maturity;
consents to the acceptance, release or substitution of security for this note;
and waives demand and protest and the right to assert any statute of
limitations. Any married person who signs this note agrees that recourse may be
had against separate property for any obligations hereunder. The indebtedness
evidenced hereby shall be payable in lawful money of the United States. In any
action brought under or arising out of this note, each Obligor, including
successor(s) or assign(s) hereby consents to the application of California law,
to the jurisdiction of any competent court within the State of California, and
to service of process by any means authorized by California law.
No single or partial exercise of any power hereunder, or under any deed
of trust, security agreement or other agreement in connection herewith shall
preclude other or further exercises thereof or the exercise of any other such
power. The holder hereof shall at all times have the right to proceed against
any portion of the security for this note in such order and in such manner as
such holder may consider appropriate, without waiving any rights with respect to
any of the security. Any delay or omission on the part of the holder hereof in
exercising any right hereunder, or under any deed of trust, security agreement
or other agreement, shall not operate as a waiver of such right, or of any other
right, under this note or any deed of trust, security agreement or other
agreement in connection herewith.
This Note is being executed together with that certain Credit Agreement, dated
September 6, 1995 between the Borrower and the Bank (the "Credit Agreement"). To
the extent the terms of this Note and the terms of the Credit Agreement are
inconsistent, the terms of the Credit Agreement shall govern.
XCEL ARNOLD CIRCUITS, INC.
_______________________________ __________________________________
_______________________________ By:_______________________________
_______________________________ __________________________________
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CREDIT AGREEMENT
This Credit Agreement (the " Agreement") is made and entered into on September
6, 1995 by and between XCEL Arnold Circuits, Inc. a New Jersey corporation,
("Borrower") and Imperial Bank, a California banking corporation ("Bank").
Borrower wishes to secure certain credit accommodations from Bank and
Bank is willing to provide credit accommodations all as provided in this
Agreement.
In consideration of mutual covenants and conditions hereof, the parties
hereto agree as follows:
1. AMOUNT AND TERMS OF CREDIT
1.01 TOTAL COMMITMENT. Subject to the terms and conditions of this
Agreement, Bank shall make available to Borrower from time to time during the
term of this Agreement the credit facilities specified herein up to the
aggregate principal amount of Two Million ($2,000,000) Dollars (the "Total
Commitment"). The Total Commitment shall be comprised of (a) a revolving credit
commitment (the "Revolving Credit Commitment") as provided in Section 1.02
hereof, and (b) a term loan (the "Term Loan") as provided in Section 1.03
hereof.
1.02 REVOLVING CREDIT COMMITMENT. Subject to the terms and conditions of
this Agreement, between the date of this Agreement and January 15, 1997 (the
"Revolving Commitment Termination Date"), provided that no event of default then
has occurred and is continuing, Bank will provide the Revolving Credit
Commitment of One Million Dollars ($1,000,000) for (a) loans for general working
capital purposes, and (b) the issuance of Sight, Usance, or Standby Letters of
Credit ("Letters of Credit"), provided, however, that the aggregate of the
Letters of Credit, and Revolving Loans at any one time shall not exceed the
Revolving Credit Commitment. No Letter of Credit shall expire after the
Revolving Commitment Termination Date.
AVAILABILITY. Notwithstanding the above, advances and letters of credit issued
under Bank's Revolving Credit Commitment will not exceed 80% of Eligible
Accounts Receivable. Eligible Accounts means all of Borrower's Accounts
excluding, however, (1) all Accounts under which payment is not received within
90 days from any invoice date, (2) all Accounts against which the account debtor
or any other person obligated to make payment thereon
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asserts any defense, offset, counterclaim or other right to avoid or reduce the
liability represented by the Account, (3) any Accounts if the account debtor or
any other person liable in connection therewith is insolvent, subject to
bankruptcy or receivership proceedings or has made an assignment for the benefit
of creditors or whose credit standing is unacceptable to Bank and Bank has so
notified Borrower, (4) any accounts with respect to which 25% or more of the
account debtor's total accounts or obligations outstanding to Borrower are more
than 90 days from invoice date, (5) for accounts (excluding Motorola)
representing more than 20% of total accounts receivable, the balance in excess
of the 20% is not eligible, (6) salesmen's accounts for promotional purposes,
(7) accounts with respect to international transactions unless insured by an
insurance company acceptable to Bank or covered by letters of credit or
confirmed by a bank acceptable to Bank, (8) credit balances greater than 90 days
from invoice date, (9) government receivables, unless specifically assigned to
Bank, and (10) accounts with respect to which the account debtor is an officer,
director, shareholder, employee, subsidiary, or affiliate of Borrower. Eligible
Accounts shall only include such accounts as Bank in its sole discretion shall
determine are eligible from time to time.
1.03 TERM LOAN. Bank will make a Term Loan to Borrower in the amount of One
Million Dollars ($1,000,000), which is subject to the terms and conditions of
this Agreement. Borrower's obligation to repay the principal amount of the Term
Loan, together with accrued interest thereon, is evidenced by a promissory note
issued by Borrower in favor of Bank on the standard form used by Bank to
evidence its commercial loans. The Term Loan provides for payment of principal
in sixty (60) consecutive monthly installments, each in an amount equal to
Sixteen Thousand Six Hundred Sixty Six Dollars ($16, 666.00), commencing on
November 1, 1995, until October 1, 2000 (the "Term Loan Maturity Date"), on
which date all unpaid principal and accrued interest on the Term Loan shall be
due and payable.
2. COLLATERAL
2.01 SECURITY PROVIDED BY BORROWER. To secure the payment and performance of
all obligations of Borrower to Bank, Borrower shall have granted a first
priority security interest in all of Borrower's accounts, deposit accounts,
instruments, chattel paper, documents, general intangibles, inventory,
equipment, furniture and fixtures, now owned or hereafter acquired by Borrower,
all proceeds and insurance proceeds of the foregoing, all guarantees and other
security therefor, and all of Borrower's books and records relating thereto
(including computer-stored information and all software relating thereto), and
all contract rights with third parties relating to the maintenance of any such
books, records and information.
3. REPRESENTATIONS OF BORROWER
Borrower represents and warrants that:
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3.01 EXISTENCE AND RIGHTS. Borrower is a corporation duly organized and
existing and in good standing under the laws of New Jersey, without limit as to
the duration of its existence and is authorized and in good standing to do
business in the State of California; Borrower has corporate powers and adequate
authority, rights and franchises to own its property and to carry on its
business as now conducted, and is duly qualified and in good standing in each
State in which the character of the properties owned by it therein or the
conduct of its business makes such qualification necessary; and Borrower has the
power and adequate authority to make and carry out this Agreement. Borrower has
no investment in any other business entity.
3.02 AGREEMENT AUTHORIZED. The execution, delivery and performance of this
Agreement are duly authorized and do not require the consent or approval of any
governmental body or other regulatory authority; are not in contravention of or
in conflict with any law or regulation or any term or provision of Borrower's
articles of incorporation, by-laws, as the case may be, and this Agreement is
the valid, binding and legally enforceable obligation of Borrower in accordance
with its terms; subject only to bankruptcy, insolvency or similar laws affecting
creditors rights generally.
3.03 NO CONFLICT. The execution, delivery and performance of this Agreement
are not in contravention of or in conflict with any agreement, indenture or
undertaking to which Borrower is a party or by which it or any of its property
may be bound or affected, and do not cause any lien, charge or other encumbrance
to be created or imposed upon any such property by reason thereof.
3.04 LITIGATION. There is no litigation or other proceeding pending or
threatened against or affecting Borrower which if determined adversely to
Borrower or its interest would have a material adverse effect on the financial
condition of Borrower, and Borrower is not in default with respect to any order,
writ, injunction, decree or demand of any court or other governmental or
regulatory authority.
3.05 FINANCIAL CONDITION. The pro-forma opening statement of Borrower as of
August 1, 1995, a copy of which has heretofore been delivered to Bank by
Borrower, and all other statements and data submitted in writing by Borrower to
Bank in connection with this request for credit are true and correct, and said
balance sheet truly presents the financial condition of Borrower as of the date
thereof, and has been prepared in accordance with generally accepted accounting
principles on a basis consistently maintained. Since such date there have been
no material adverse changes in the ordinary course of business. Borrower has no
knowledge of any liabilities, contingent or otherwise, at such date not
reflected in said balance sheet, and Borrower has not entered into any special
commitments or substantial contracts which are not reflected in said balance
sheet, other than in the ordinary and normal course of its business, which may
have a materially adverse effect upon its financial condition, operations or
business as now conducted.
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3.06 TITLE TO ASSETS. Borrower has good title to its assets, and the same
are not subject to any liens or encumbrances other than those permitted by
Section 5.03 hereof.
3.07 TAX STATUS. Borrower has no liability for any delinquent state, local
or federal taxes, and, if Borrower has contracted with any government agency,
Borrower has no liability for renegotiation of profits.
3.08 TRADEMARKS, PATENTS. Borrower, as of the date hereof, possesses all
necessary trademarks, trade names, copyrights, patents, patent rights, and
licenses to conduct its business as now operated, without any known conflict
with the valid trademarks, trade names, copyrights, patents and license rights
of others.
3.09 REGULATION U. The proceeds of the Loan shall not be used to purchase or
carry margin stock (as defined within Regulation U of the Board of Governors of
the Federal Reserve system).
4. AFFIRMATIVE COVENANTS OF BORROWER
Borrower agrees that so long as it is indebted to Bank, under
borrowings, or other indebtedness, it will, unless Bank shall otherwise consent
in writing:
4.01 RIGHTS AND FACILITIES. Maintain and preserve all rights, franchises and
other authority adequate for the conduct of its business; maintain its
properties, equipment and facilities in good order and repair; conduct its
business in an orderly manner without voluntary interruption and, if a
corporation or partnership, maintain and preserve its existence.
4.02 INSURANCE. Maintain public liability, property damage and workers'
compensation insurance and insurance on all its insurable property against fire
and other hazards with responsible insurance carriers to the extent usually
maintained by similar businesses and/or in the exercise of good business
judgment.
4.03 TAXES AND OTHER LIABILITIES. Pay and discharge, before the same become
delinquent and before penalties accrue thereon, all taxes, assessments and
governmental charges upon or against it or any of its properties, and all its
other liabilities at an time existing, except to the extent and so long as:
a. The same are being contested in good faith and by
appropriate proceedings in such manner as not to cause any materially adverse
affect upon its financial condition or the loss of any right of redemption from
any sale thereunder; and
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b. It shall have set aside on its books reserves (segregated
to the extent required by generally accepted accounting practice) deemed by it
adequate with respect thereto.
4.04 WORKING CAPITAL. Maintain Net Current Assets (i.e. working capital) of
not less than $-0-, as computed and determined in accordance with generally
accepted accounting principles on a basis consistently maintained by
Borrower.
4.05 NET WORTH. Maintain Tangible Net Worth [meaning stockholders' equity,
plus preferred stock, less any value for goodwill, trademarks, patents,
copyrights, leaseholds, organization expense, amounts due from officers,
shareholders and affiliates, and other similar intangible items] of not less
than $1,500,000. Minimum Tangible Net Worth shall increase annually, beginning
with the fiscal year ending September 30, 1996 by 60% of net income after tax
(without taking into consideration any net losses) for fiscal year, plus 95% of
the net proceeds of any stock offering.
4.06 DEBT TO NET WORTH. Borrower's ratio of total liabilities divided by
Tangible Net Worth shall not exceed 2.00 to 1.00.
4.07 CASH FLOW RATIO. Borrower shall maintain a minimum ratio of Cash Flow
to Debt Service of not less than 1.40 to 1.00. Compliance with this section
shall be measured at the end of each fiscal year beginning with the fiscal year
ending September 30, 1996. For the purposes of this section, "Debt Service"
shall mean that portion of the Borrower's long-term liabilities, capitalized
leases and preferred stock coming due within twelve (12) months after the date
of calculation and "Cash Flow" shall mean Borrower's net profit after taxes and
dividends (including dividends paid on preferred stock), exclusive of
nonrecurring income, to which depreciation, amortization and other noncash
expenses are added for the twelve (12) month period immediately preceding the
date of calculation.
4.08 RECORDS AND REPORTS. Maintain a standard and modern system of
accounting in accordance with generally accepted accounting principles on a
basis consistently maintained; permit Bank's representatives to have access to,
and to examine its properties, books and records at all reasonable times and
upon reasonable notice during normal business hours; and furnish Bank:
a. QUARTERLY FINANCIAL STATEMENT. Within forty-five (45) days
after the close of each quarter of each fiscal year of Borrower, commencing with
the quarter next ending, a balance sheet, profit and loss statement and
reconciliation of Borrower's fund balance accounts as of the close of such
period and covering operations for the portion of Borrower's fiscal year ending
on the last day of such period all in reasonable detail, prepared in accordance
with generally accepted accounting principles on a basis consistently maintained
by Borrower and certified by an appropriate officer of Borrower;
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b. ANNUAL FINANCIAL STATEMENT. As soon as available, and in
any event within ninety (90) days after the close of each fiscal year of
Borrower, a report of audit of Company as of the close of and for such fiscal
year, all in reasonable detail, prepared on an AUDITED basis by an independent
certified public accountant selected by Borrower and reasonable acceptable to
Bank, in accordance with generally accepted accounting principles on a basis
consistently maintained by Borrower and certified by an appropriate officer of
Borrower;
c. Within ninety (90) days after the end of the fiscal year
ended of Borrower, a certificate of the chief financial officer of Borrower,
stating that Borrower has performed and observed each and every covenant
contained in this Agreement to be performed by it and that no event has occurred
and no condition then exists which constitutes an event of default hereunder or
would constitute such an event of default upon the lapse of time or upon the
giving of notice and the lapse of time specified herein; or, if any such event
has occurred or any such condition exists, specifying the nature thereof;
d. Promptly after the receipt thereof by Borrower, copies of
any detailed audit reports submitted to Borrower by independent accountants in
connection with each annual or interim audit of the accounts of Borrower made by
such accountants;
e. Such other information relating to the affairs of Borrower
as the Bank reasonably may request from time to time:
f. Within fifteen (15) days after and as of the end of each
month, copies of Borrower's accounts payable and accounts receivable agings,
along with completed Borrowing Base Certificate.
g. In connection with each fiscal year end financial statement
furnished to Bank hereunder, any management letter of Borrower's independent
certified public accountant.
h. Financial statement of Carmine T. Oliva annually.
i. XCEL Corporation's audited financial statement within 90
days of fiscal year end.
5. NEGATIVE COVENANTS OF BORROWER
Borrower agrees that so long as it is indebted to Bank, it will not,
without Bank's written consent:
5.01 TYPE OF BUSINESS; MANAGEMENT; EXECUTIVES' COMPENSATION. Make any
substantial change in the character of its business; or make any change in
its executive management.
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5.02 OUTSIDE INDEBTEDNESS. Create, incur, assume or permit to exist any
indebtedness for borrowed moneys other than loans from the Bank except
obligations now existing as shown in the pro-forma financial statement dated
August 1, 1995; excluding (1) those obligations being refinanced by Bank, or
sell or transfer, with or without recourse, any accounts or notes receivable or
any moneys due to become due. (2) those obligations to BNZ Incorporated under
the Subordinated Promissory Note in the principal amount of $200,000 dated the
date hereof.
5.03 LIENS AND ENCUMBRANCES. Create, incur, or assume any mortgage, pledge,
encumbrance, lien or charge of any kind upon any asset now owned, other than
liens fir taxes not delinquent and liens in Bank's favor except for those
already projected to exist as of September 30, 1995 including those Subordinated
Liens in favor of BNZ Incorporated.
5.04 LOANS, INVESTMENTS, SECONDARY LIABILITIES. Make any loans or advances
to any person or other entity, other than in the ordinary and normal course of
its business as now conducted or make any investment in the securities of any
person or other entity other than the United States Government; or guarantee or
otherwise become liable upon the obligation of any person or other entity,
except by endorsement of negotiable instruments for deposit or collection in the
ordinary and normal course of its business.
5.05 ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or
otherwise acquire the assets or business of any person or other entity; or
liquidate, dissolve, merge or consolidate, or commence any proceedings,
therefor; or sell any assets except in the ordinary and normal course, of its
business as now conducted; or sell, lease assign, or transfer any substantial
part of its business or fixed assets, or any property or other assets necessary
for the continuance of its business as now conducted, including without
limitation the selling of any property or other asset accompanied by the leasing
back of the same.
5.06 CAPITAL EXPENDITURES. Make or incur obligations for capital
expenditures, which includes purchase money indebtedness or capital lease
obligations in excess of an additional $400,000 in any one fiscal year.
5.07 LEASE LIABILITY. Make or incur additional liability for payments of
rent under leases of real property in excess of $100,000 and personal property
in excess of $100,000 in any on fiscal year.
5.08 DIVIDENDS, STOCK PAYMENTS. Declare or pay any dividend (other than
dividends payable on the preferred stock issued in connection with the purchase
of the assets of Arnold Circuits, Inc. so long as there are no defaults under
this Agreement) or make any other distribution on any of its capital stock now
outstanding or hereafter issued or purchase, redeem or retire any of such stock.
6. EVENTS OF DEFAULT
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The occurrence of any of the following events of default shall, at Bank's
option, terminate Bank's commitment to lend and make all sums of principal and
interest then remaining unpaid on all Borrower's indebtedness to Bank
immediately due and payable, all without demand, presentment or notice, all of
which are hereby expressly waived:
6.01 FAILURE TO PAY NOTE. Failure to pay any installment of principal or
interest on any indebtedness of Borrower to Bank, ten (10) days after its due
date, and notice of non-payment from Bank.
6.02 BREACH OF COVENANT. Failure of Borrower to perform any other term or
condition of this Agreement binding upon Borrower.
6.03 BREACH OF WARRANTY. Any of Borrower's representations or warranties
made herein or any statement or certificate at any time given in writing
pursuant hereto or in connection herewith shall be false or misleading in any
respect at the time it was made.
6.04 INSOLVENCY; RECEIVER OR TRUSTEE. Borrower shall become insolvent; or
admit its inability to pay its debts as they mature; or make an assignment for
the benefit of creditors; or apply for or consent to the appointment of a
receiver or trustee for it or for a substantial part of its property or
business.
6.05 JUDGMENTS, ATTACHMENTS. Any money judgment in excess of $25,000, writ
or warrant of attachment, or similar process shall be entered or filed against
Borrower or any of its assets and shall remain unvacated, unbonded or unstayed
for a period later than five days prior to the date of any proposed sale
thereunder.
6.06 BANKRUPTCY. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against Borrower and, if
instituted against it, shall be consented to.
7. MISCELLANEOUS PROVISIONS
7.01 FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of
Bank or any holder of Notes issued hereunder, in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing under this Agreement or any note issued in
connection with a loan that Bank may make hereunder, are cumulative to, and not
exclusive of, any rights or remedies otherwise available.
7.02 NOTICE OF DEFAULT. Borrower shall promptly notify Bank in writing of
the occurrence of any event of default hereunder or any event which upon notice
and lapse of time would be an event of default.
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7.03 OPERATING ACCOUNTS. Borrower shall maintain all significant business
deposit accounts at Bank.
7.04 ATTORNEY'S FEES. Borrower will pay promptly to Bank without demand
after notice, with interest thereon from the date of expenditure at the rate
applicable to the Loan, reasonable attorneys' fees and all costs and expenses
paid or incurred by Bank in collecting or compromising the Loan after the
occurrence of an event of default, whether or not suit is filed. If suit is
brought to enforce any provision of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees and court costs in
addition to any other remedy or recovery awarded by the court.
7.05 ADDITIONAL REMEDIES. The rights, powers and remedies given to Bank
hereunder shall be cumulative and not alternative and shall be in addition to
all rights, powers and remedies given to Bank by law against Borrower or any
other person, including but not limited to Bank's rights of setoff or banker's
lien.
7.06 INUREMENT. The benefits of this Agreement shall inure to the
successors and assigns of Bank and the permitted successors and assigns of
Borrower.
7.07 APPLICABLE LAW. This Agreement and all other agreements and instruments
required by Bank in connection therewith shall be governed by and construed
according to the laws of the State of California, to the jurisdiction of whose
courts the parties hereby agree to submit.
7.08 OFFSET. In addition to and not in limitation of all rights of offset
that Bank or other holder of the Loan may have under applicable law, Bank or
other holder of the Notes shall, upon the occurrence of any Event of Default or
any event which with the passage of time or notice would constitute such an
Event of Default, have the right to appropriate and apply to the payment of the
Loan any and all balances, credits, deposits, accounts or monies of Borrower
then or thereafter with Bank or holder, within ten (10) days after the Event of
Default, and notice of the occurrence of any Event of Default by Bank to
Borrower.
7.09 SEVERABILITY. Should any one or more provisions of the Agreement be
determined to be illegal or unenforceable, all other provisions nevertheless
shall be effective.
7.10 TIME OF THE ESSENCE. Time is hereby declared to be of the essence of
this Agreement and of every part hereof.
7.11 INTEGRATION CLAUSES. Except for documents and instruments specifically
referenced herein, the Agreement constitutes the entire agreement between Bank
and Borrower regarding the Loan, and all prior communications verbal or written
between Borrower and Bank shall be of no further effect or evidentiary value. In
the event of a conflict or inconsistency among any other documents and
instruments and this Agreement, the provisions of this Agreement shall prevail.
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7.12 ACCOUNTING. All accounting terms shall have the meanings applied under
generally accepted accounting principles unless otherwise specified.
7.13 This Agreement may be modified only by a writing signed by both parties
hereto.
This Agreement is executed on behalf of the parties by duly authorized
officers as of the date first above written.
IMPERIAL BANK ("BANK")
By: /s/ Douglas W. Mead
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Douglas W. Mead
Vice President
XCEL ARNOLD CIRCUITS, INC. ("BORROWER")
By: /s/ Carmine T. Oliva,
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Carmine T. Oliva, Chairman and CEO
By: /s/ Harry James
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Harry James, President