EX10(BB)
SECOND AMENDMENT TO LOAN AGREEMENT
This is the Second Amendment ("Amendment") to the Loan Agreement
("Agreement") between LTX CORPORATION, a Massachusetts corporation ("Borrower")
and ANDO ELECTRIC CO., LTD., a Japanese corporation ("Lender") made as of July
20, 1994, as supplemented by a Subordination Agreement dated as of June 30,
1997, between Borrower, Lender, BankBoston, N.A and Silicon Valley Bank
("Subordination Agreement"), and as amended by the First Amendment made as of
March 30, 1998. This Amendment is made as of December 14, 1998.
Preliminary Statement
The Agreement relates to Lender's loan ("Loan") to Borrower currently
evidenced by a promissory note dated March 30, 1998 in the principal amount of
US$14,000,000 bearing interest at the rate of 5 1/2% per annum and maturing on
July 20, 2001 ("Current Note"), on which the remaining principal balance due is
US$12,000,000. Borrower and Lender have agreed that Borrower may defer the
principal payments due under the Current Note on January 20 and July 20 in each
of the years 1999 and 2000, and that the maturity of the Current Note shall be
correspondingly extended to July 20, 2003. Borrower and Lender wish to reflect
these changes in a new promissory note.
NOW THEREFORE, in consideration of the premises and intending to be legally
bound hereby, the parties agree as follows:
1. From and after the date of this Amendment, the Loan shall be evidenced
by a single senior subordinated promissory note ("Note") in the form
attached hereto as Exhibit A.
2. Simultaneously with execution of this Amendment, (a) Borrower is
delivering the executed Note to Lender, (b) Lender is accepting the Note in
full satisfaction and discharge of all remaining obligation of Borrower
under the Current Note, and (c) Lender is returning the Current Note to
Borrower marked "Cancelled."
3. As provided in the Note, Borrower will pay interest only on the Note on
January 20 and July 20, 1999 and 2000.
4. All provisions of the Agreement that refer to the "Note" shall
henceforth be deemed to refer to the Note as that term is used in this
Amendment, rather than the Current Note.
6. The Agreement as modified by this Amendment is in all respects
ratified, confirmed and approved.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be
executed by their proper corporate officers thereunto duly authorized as of
December 14, 1998.
Borrower: Lender:
LTX Corporation Ando Electric Co., Ltd.
By: _____________________________ By: _____________________________
Name: Roger W. Blethen Name: Masao Motohashi
Title: President and Chief Executive Title: President
Officer
EXHIBIT A
FORM OF NOTE
THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH NOTE MAY NOT BE SOLD
OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE
REGISTRATION REGUIREMENTS OF THE SECURITIES ACT OF 1933, AS AT THE TIME AMENDED,
OR IN CONFORMITY WITH THE LIMITATIONS OF RULE 144 OR SIMILAR RULE AS THEN IN
EFFECT UNDER SUCH ACT, OR UNLESS SOME OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT IS AVAILABLE WITH RESPECT THERETO.
LTX CORPORATION
Senior Secured Subordinated Promissory Note
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US$12,000,000 December 14, 1998
FOR VALUE RECEIVED, the undersigned LTX Corporation, a Massachusetts
corporation (hereinafter, together with its successor and assigns, called the
"Maker"), hereby by this promissory note ("Note") promises to pay Ando Electric
Co., Ltd., a Japanese corporation (hereinafter, with its successors and legal
assigns, called the "Holder"), the principal sum of Twelve Million United States
Dollars (US$12,000,000), together with interest on the outstanding principal
amount at the rate of five and one half percent (5 1/2%) per year on the unpaid
principal amount from the date hereof until the unpaid principal sum shall have
been paid in full.
This Note was delivered in satisfaction and discharge of the Maker's
amended and restated Senior Subordinated Promissory Note dated March 30, 1998 in
the initial principal amount of US$14,000,000 bearing interest at 5 1/2% per
annum.
The Maker shall pay the principal amount due under this Note in six equal
semi-annul installments of US$2,000,000, commencing on January 20, 2001 and
continuing on each January 20 and July 20 and of each year until this Note has
been paid in fully on July 20, 2003.
The Maker shall pay interest on the principal amount outstanding under this
Note on January 20 and July 20 of each year (commencing January 20, 1999) until
this Note has been paid in full.
This Note is executed and delivered by the Maker pursuant to the terms and
provisions of that certain Loan Agreement dated July 20, 1994 between Maker and
Holder, as amended by a First Amendment dated March 30, 1998 and a Second
Amendment dated December 14, 1998. This Note is subject to the terms and
conditions of the Loan Agreement and the Subordination Agreement dated as of
January __, 1999, between the Maker (as "Borrower'), Ando Electric Co., Ltd.
and Silicon Valley Bank ("Subordination Agreement") and the maturity hereof may
be accelerated, the interest rate increased, or amounts set-off against the
Maker's liability herein, all as provided in the Loan Agreement but subject to
the Subordination Agreement. The Holder hereof is entitled to the benefits of
the Loan Documents (as defined in the Loan Agreement), subject to the
Subordination Agreement.
The Holder hereof is also subject to the terms of the Loan Agreement and
the Subordination Agreement which provide for the subordination of the payment
of this Note to certain Permitted Senior Debt (as defined in the Loan
Agreement). The provisions of the Loan Agreement and the Subordination
Agreement relating to subordination to Permitted Senior Debt shall constitute a
continuing offer to all persons who, in reliance upon such provision, become the
holders of or continue to hold the Permitted Senior Debt, and such holders are
hereby made obligees hereunder the same as if their names were written herein,
and they or any of them may proceed to enforce such provisions against Borrower
or against the holder of the Note without the necessity of joining Borrower as a
party.
This Note is a registered obligation as to all amount payable hereunder and
is intended to comply with the requirements of Treasury Regulation section
5f.103-1(c). Assignment or other transfer of this Note shall be accomplished by
instrument with instructions to Maker (which Maker hereby agrees to obey) to re-
execute an unsigned copy of this instrument and deliver the same to the
designated assignee for countersignature and return. Upon such countersignature
and return, such assignee shall succeed to all rights of Holder hereunder,
including the benefits of the Loan Documents (as defined in the Loan Agreement),
subject to the Subordination Agreement.
Payment of the principal amount of, and interest on, this Note is secured
by a security interest in certain assets of the Maker, pursuant to a Security
Agreement between the Maker and Ando Electric Co., Ltd. Dated January __, 1999.
The security interest created by that agreement is subject to the provisions of
the Subordination Agreement.
In case of a default in the payment of any principal of or interest on this
Note, the Maker shall pay to any holder hereof such further amount as shall be
sufficient to cover the reasonable costs and expenses of collection, including,
without limitation, reasonable attorneys' fees, expenses and disbursements. No
course of dealing and no delay on the part of the holder hereof in exercising
any right shall operate as a waiver thereof or otherwise prejudice the rights of
the holder hereof. No right conferred hereby upon the holder hereof shall be
exclusive of any other right referred to herein
or therein or now or hereafter available at law, in equity, by statute or
otherwise. This Note may not be assigned without the prior written consent of
the Maker.
This Note shall be governed by, and construed and enforced in accordance
with, the laws of the Commonwealth of Massachusetts without regard to its
principles of conflicts of laws. The parties hereto, including the Maker and
all guarantors and endorsers, hereby waive presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance and enforcement of this Note.
IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed
under seal as of the day and year above first written.
LTX CORPORATION
By:
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Name:
Title:
Date: