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EXHIBIT 10.82
AMENDMENT TO
CREDIT AGREEMENT
This Amendment to the Credit Agreement ("Amendment") is made and
entered into as of the June 30, 1996, by and between Trilon Dominion Partners
L.L.C. ("Trilon Dominion") and Wilshire Technologies, Inc. ("Borrower").
W I T N E S S E T H
WHEREAS, the parties hereto have entered into a Credit Agreement dated
as of January 5, 1996 (the "Agreement"): and
WHEREAS, the parties hereto wish to amend the Agreement as set forth in
this Amendment;
NOW THEREFORE, in consideration of the above premises and the mutual
covenants and agreements herein, the parties agree as follows:
1. Amendment. Section 1.7 of the Agreement is hereby amended by
replacing the phrase, "or, (ii) June 30, 1996" in the fifth line of such section
with the phrase, "or, (ii) December 31, 1996" Except as specifically set forth
in this Amendment the Agreement and all other documents and agreements entered
into in connection with the Agreement including without limitation the Warrants
and Springing Warrants shall remain unchanged and in full force and effect.
2. Governing Law. Except as otherwise expressly provided, this
Amendment shall be governed and construed in accordance with the laws of the
State of Delaware applicable to contracts made in such State and without regard
to conflicts of law doctrines.
3. Counterparts. This Amendment may be executed in one or more
counterparts and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same agreement and shall become
effective when one or more counterparts have been signed by each party and
delivered to the other party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
THE BORROWER: WILSHIRE TECHNOLOGIES, INC.
By: /s/ James W. Klingler
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Name: James W. Klingler
Title: Chief Financial Officer
THE LENDER: TRILON DOMINION PARTNERS, L.L.C.
By: VC Holdings, Inc., its
Managing Member
By: /s/ William P. Gendron
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Name: William P. Gendron
Title: Treasurer
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AMENDMENT TO
GRID PROMISSORY NOTE
This Amendment to the Grid Promissory Note ("Note") issued pursuant to the
Credit Agreement ("Agreement") is made and entered into as of the June 30, 1996,
by and between Trilon Dominion Partners L.L.C. ("Trilon Dominion") and Wilshire
Technologies, Inc. ("Borrower").
W I T N E S S E T H
WHEREAS, the parties hereto have entered into a Credit Agreement dated as
of January 5, 1996 (the "Agreement"): and pursuant to the Agreement Note was
issued.
WHEREAS, the parties hereto wish to amend the Note as set forth in this
Amendment;
NOW THEREFORE, in consideration of the above premises and the mutual
convenants and agreements herein, the parties agree as follows:
1. Amendment. Section 4 of the Note is hereby amended by replacing the
phrase, "or, (ii) June 30, 1996" in the fifth line of such section with the
phrase, "or, (ii) December 31, 1996" Except as specifically set forth in this
Note the Agreement and all other documents and agreements entered into in
connection with the Agreement shall remain unchanged and in full force and
effect.
2. Governing Law. Except as otherwise expressly provided, this Amendment
shall be governed and construed in accordance with the laws of the State of
Delaware applicable to contracts made in such State and without regard to
conflicts of law doctrines.
3. Counterparts. This Amendment may be executed in one or more
counterparts and by different parties in seperate counterparts. All of such
counterparts shall constitute one and the same agreement and shall become
effective when one or more counterparts have been signed by each party and
delivered to the other party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
THE BORROWER: WILSHIRE TECHNOLOGIES, INC.
By: /s/ James W. Klingler
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Name: James W. Klingler
Title: Chief Financial Officer
THE LENDER: TRILON DOMINION PARTNERS, L.L.C.
By: VC Holdings, Inc., its
Managing Member
By: /s/ William P. Gendron
-------------------------------
Name: William P. Gendron
Title: Treasurer