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EXHIBIT 10.18
FIRST AMENDMENT
TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "First Amendment") dated as of
August 30th 1995, is made and entered into by and between HASKEL INTERNATIONAL,
INC., a California corporation ("Borrower"), and UNION BANK, a California
banking corporation ("Bank").
RECITALS:
A. Borrower and Bank are parties to that certain Loan Agreement dated as of
February 21, 1995 (the "Agreement"), pursuant to which Bank agreed to extend
credit to Borrower.
B. Borrower and Bank desire to amend the Agreement, subject to the terms
and conditions of this First Amendment.
AGREEMENT:
In consideration of the above recitals and of the mutual covenants and
conditions contained herein, Borrower and Bank agree as follows:
1. Defined Terms. Initially capitalized terms used herein which are not
otherwise defined shall have the meanings assigned thereto in the Agreement.
2. Amendments to the Agreement.
(a) Section 1.8 of the Agreement is hereby amended to read in full as
follows:
"1.8 Security. Prior to any disbursement of the Loans on or after the
effective date of the First Amendment to this Agreement, Bank shall have
received an Amended and Restated Security Agreement, whereby Borrower shall
pledge and grant to Bank a first priority perfected security interest in 50,000
shares of deferred ordinary stock of Borrower's subsidiary, Haskel Energy
Systems, Ltd.
(b) The definition of "Debt Service" appearing in Section 4.10 of the
Agreement is hereby amended to read in full as follows:
"Debt Service" shall mean the sum of (a) the principal portion of all
term obligations owing to Bank or any other person or entity coming due within
12 months after the date of calculation, and (b) interest expense, non-financed
capital expenditures, dividends and the aggregate amount, expressed in Dollars,
of all purchases, redemptions, retirements and other acquisitions of shares of
the capital stock of Borrower for the twelve (12) months preceding the date of
calculation."
3. Effectiveness of this First Amendment. This First Amendment shall
become effective as of the date hereof when, and only when, Bank shall have
received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this First Amendment, duly executed by Borrower
and acknowledged by Guarantor where indicated below; and
(b) An Amended and Restated Security Agreement, duly executed by
Borrower; and
(c) Such other documents, instruments or agreements as Bank may
reasonably deem necessary.
4. Ratification. Except as specifically amended hereinabove, the
Agreement shall remain in full force and
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effect and is hereby ratified and confirmed.
5. Representations and Warranties. Borrower represents and warrants as
follows:
(a) Each of the representations and warranties contained in the
Agreement, as may be amended hereby, is hereby reaffirmed as of the date
hereof, each as if set forth herein;
(b) The execution, delivery and performance of this First Amendment
and any other instruments or documents in connection herewith are within
Borrower's power, have been duly authorized, are legal, valid and binding
obligations of Borrower, and are not in conflict with the terms of any charter,
bylaw, or other organization papers of Borrower or with any law, indenture,
agreement or undertaking to which Borrower is a party or by which Borrower is
bound or affected; and
(c) No event has occurred and is continuing or would result from this
First Amendment which constitutes or would constitute an Event of Default under
the Agreement.
6. Governing Law. This First Amendment and all other instruments or
documents in connection herewith shall be governed by and construed according
to the laws of the State of California.
7. Counterparts. This First Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
WITNESS the due execution hereof as of the date first above written.
HASKEL INTERNATIONAL, INC. UNION BANK
By: /s/ MAURY FRIEDMAN By: /s/ CATHERINE ABE
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Maury Friedman Catherine Abe
Title: President Title: Vice President
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By: /s/ L. D. SCHNELL By: /s/ ALLISON W. BERRY
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L. D. Schnell Allison W. Berry
Title: Chief Financial Officer Title: Credit Officer
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Acknowledged and Agreed and
Continuing Guaranty dated February
21, 1995 confirmed this _____ day
of August, 1995
M.G. ELECTRONICS, INC.
By: /s/ MAURY FRIEDMAN
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Maury Friedman
Title: Chairman
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