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Exhibit 10.3.1
FIRST AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT (this "Amendment") to the Loan Agreement is
entered into as of the 30th day of April, 1999, by and between Aironet Wireless
Communications, Inc. (the "Borrower"), and The Huntington National Bank (the
"Bank").
RECITALS:
A. As of July 24, 1998, the Borrower and the Bank executed a
certain Loan Agreement (the "Loan Agreement"), setting forth the terms of
certain extensions of credit to the Borrower; and
B. As of July 24, 1998, the Borrower executed and delivered to
the Bank, inter alia, a revolving note in the original principal sum of Five
Million and 00/100 Dollars ($5,000,000.00) (hereinafter the "Note"); and
C. In connection with the Loan Agreement and the Note, the
Borrower executed and delivered to the Bank certain other loan documents,
promissory notes, security agreements, agreements, instruments and financing
statements in connection with the indebtedness referred to in the Loan Agreement
(all of the foregoing, together with the Note and the Loan Agreement, are
hereinafter collectively referred to as the "Loan Documents"); and
D. The Borrower has requested that the Bank amend and modify
certain terms and covenants in the Loan Agreement, and the Bank is willing to do
so upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements and promises contained herein, the receipt and sufficiency of which
are hereby acknowledged, and intending to be legally bound, the parties hereto
for themselves and their successors and assigns do hereby agree, represent and
warrant as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.
2. Section 1.3, "LOAN TERMINATION," of the Loan Agreement is
hereby amended to recite in its entirety as follows:
Borrower shall have the right, upon five (5) days prior written
notice to Bank, to terminate the Loan at any time prior to the
maturity date of July 1, 2000 without the imposition of any
prepayment fee or premium.
3. Section 7.9, "MANAGEMENT," of the Loan Agreement is hereby
deleted.
4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective as of April 30th, 1999, upon satisfaction of all the following
conditions precedent:
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(a) The Bank shall have received a fully executed copy of the First
Amendment to Loan Agreement, and such other certificates, instruments,
documents, agreements, and opinions of counsel as may be required by the Bank,
each of which shall be in form and substance satisfactory to the Bank and its
counsel; and
(b) The representations contained in paragraph 6 below shall be true
and accurate.
5. REPRESENTATIONS. The Borrower represents and warrants that after
give effect to this Amendment (a) each and every one of the representations and
warranties made by or on behalf of the Borrower in the Loan Agreement or the
Loan Documents is true and correct in all respects on and as of the date hereof,
except to the extent that any of such representations and warranties related, by
the expressed terms thereof, solely to a date prior hereto; (b) the Borrower has
duly and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in the Loan Agreement and Loan Documents;
and (c) no event has occurred or is continuing, and no condition exists which
would constitute an Event of Default or a Pending Default.
6. AMENDMENT TO LOAN AGREEMENT. (a) Upon the effectiveness of this
Amendment, such reference in the Loan Agreement to "Loan and Security
Agreement," "Loan Agreement," "Agreement," the prefix "herein," "hereof," or
words of similar import, and each reference in the Loan Documents to the Loan
Agreement, shall mean and be a reference to the Loan Agreement as amended
hereby. (b) Except as modified herein, all of the representations, warranties,
terms, covenants and conditions of the Loan Agreement, the Loan Documents and
all other agreements executed in connection therewith shall remain as written
originally and in full force and effect in accordance with their respective
terms, and nothing herein contained shall affect, modify, limit or impair any of
the rights and powers which the Bank may have thereunder. The amendment set
forth herein shall be limited precisely as provided for herein, and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any of the
Bank's rights under or of any other term or provisions of the Loan Agreement,
any Loan Document, or other agreement executed in connection therewith, or of
any term or provision of any other instrument referred to therein or herein or
of any transaction or future action on the part of the Borrower which would
require the consent of the Bank, including, without limitation, waivers of
Events of Default which may exist after giving effect hereto. The Borrower
ratifies and confirms each term, provision, condition and covenant set forth in
the Loan Agreement and the Loan Documents and acknowledges that the agreement
set forth therein continue to be legal, valid and binding agreements, and
enforceable in accordance with their respective terms.
7. AUTHORITY. The Borrower hereby represents and warrants to the Bank
that (a) the Borrower has legal power and authority to execute and deliver the
within Amendment; (b) the officer executing the within Amendment on behalf of
the Borrower has been duly authorized to execute and deliver the same and bind
the Borrower with respect to the provisions provided for herein; (c) the
execution and delivery hereof by the Borrower and the performance and observance
by the Borrower of the provisions hereof do not violate or conflict with the
articles of incorporation, regulations or by-laws of the Borrower or any law
applicable to the Borrower or result in the breach of any
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provisions of or constitute a default under any agreement, instrument or
document binding upon or enforceable against the Borrower; and (d) this
Amendment constitutes a valid and legally binding obligation upon the Borrower
in every respect.
8. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which, when so executed and delivered, shall be an
original, but all of which together shall constitute one and the same document.
Separate counterparts may be executed with the same effect as if all parties had
executed the same counterparts.
9. COSTS AND EXPENSES. The Borrower agrees to pay on demand in
accordance with the terms of the Loan Agreement all costs and expenses of the
Bank in connection with the preparation, reproduction, execution and delivery of
this Amendment and all other loan documents entered into in connection herewith,
including the reasonable fees and out-of-pocket expenses of the Bank's counsel
with respect thereto.
10. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the law of the State of Ohio.
IN WITNESS WHEREOF, the Borrower and the Bank have hereunto set
their hands as of the date first set forth above.
THE BORROWER:
AIRONET WIRELESS COMMUNICATIONS, INC.
By: /s/ R. G. Holmes
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Name: R. G. Holmes
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Its: Sr. Vice President & CFO
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THE BANK:
THE HUNTINGTON NATIONAL BANK
By: /s/ Christine C. Genar
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Name: Christine C. Genar
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Its: Vice President
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