EXHIBIT 10.10
TBCC
Amendment to Loan Documents
Borrowers: Odetics, Inc., a Delaware corporation
Odetics ITS, Inc., a California corporation
Gyyr Incorporated, a California corporation
Mariner Networks, Inc., a Delaware corporation
Meyer, Mohaddes Associates, Inc., a California corporation
Address: 1515 S. Manchester
Anaheim, California 92802
Date: May 29, 2001
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between TRANSAMERICA
BUSINESS CREDIT CORPORATION, a Delaware corporation, ("TBCC") having its
principal office at 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018
and having an office at 15260 Ventura Blvd., Suite 1240, Sherman Oaks,
California 91403, and the borrowers named above (jointly and severally, the
"Borrower").
This Amendment is executed and delivered pursuant to a Forbearance
Agreement of substantially even date among the parties hereto (the "Forbearance
Agreement").
The parties hereto agree to amend the Loan and Security Agreement between
them, dated December 28, 1998 (as amended, the "Loan Agreement"), as follows,
effective as of the date hereof. (This Amendment, the Loan Agreement, any prior
written amendments to said agreements signed by TBCC and the Borrower, and all
other written documents and agreements between TBCC and the Borrower are
referred to herein collectively as the "Loan Documents". Capitalized terms used
but not defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)
1. Maximum Credit. Effective on the date hereof, Section 1 of the
Schedule is hereby amended in its entirety to read as follows:
"1. CREDIT LIMIT (Section 1.1):
An amount not to exceed the lesser of (1) or (2) below:
(1) $17,000,000 ("Dollar Limit"), at any one time outstanding; or
(2) an amount equal to the sum of (i), (ii), and (iii) below:
Transamerica Business Credit Amendment to Loan Documents
(i) 85% of the amount of Borrower's Eligible Receivables (as
defined in Section 9.1(n) above) (other than Unbilled Eligible
Receivables), plus
(ii) the lesser of (i) $2,000,000, or (ii) 50% of the Value of
Borrower's Eligible Inventory (as defined in Section 9.1(m)
above), plus
(iii) the lesser of (i) $2,000,000, or (ii) 70% (the "Equipment
Advance Rate") of the appraised orderly liquidation value of
Eligible Equipment (as defined below).
(a). Value. "Value", as used above, means the lower of cost or
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wholesale market value of Borrower's Eligible Inventory.
(b). [omitted]
---------
(c). Equipment. "Eligible Equipment" shall mean Equipment which TBCC in
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its sole discretion deems eligible for borrowing, based on such
considerations as TBCC in its sole discretion may deem appropriate
from time to time and less any such reserves as TBCC, in its sole
discretion, may require. Without limiting the fact that the
determination of which Equipment is eligible for borrowing is a
matter of TBCC's sole discretion, the following are the minimum
requirements for Equipment to be Eligible Equipment: (i) the
Equipment must be in good condition and repair; (ii) the Equipment
must meet all applicable governmental standards; (iii) the
Equipment must conform in all respects to the warranties and
representations set forth in this Agreement; (iv) the Equipment
must at all times be subject to TBCC's duly perfected, first
priority security interest; and (v) the Equipment must be in
Borrower's exclusive possession, and situated at Borrower's chief
executive office or at one of the other Borrower locations set
forth on this Schedule.
(d). Appraisals. Appraisals of the orderly liquidation value of the
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Eligible Equipment may be done from time to time, at TBCC's
option, at the cost of Borrower, and by an appraiser selected by
TBCC, but no more frequently than once every six-months (except
that such limitation on the frequency of appraisals shall not
apply if an Event of Default or an event which, with notice or
passage of time or both, would constitute an Event of Default, has
occurred and is continuing).
(e). No Further Loans. After May __, 2001 no further Loans of any kind
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will be made to Borrower, but if at any time the total outstanding
Loans and other monetary Obligations
Transamerica Business Credit Amendment to Loan Documents
exceed the Credit Limit, as set forth above, Borrower shall repay
the excess to Lender immediately without notice or demand."
2. Extension of Maturity Date. Section 4 of the Schedule is hereby
amended in its entirety to read as follows:
"4. MATURITY DATE (Section 1.6) July 31, 2001 (the "Maturity Date"),
subject to early termination as provided
in Section 1.6 above."
3. Representations True. The Borrower represents and warrants to TBCC
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct, except for representations and warranties
that may be breached as a result of an Existing Default (as defined in the
Forbearance Agreement).
4. General Provisions. This Amendment, the Loan Agreement, the
Forbearance Agreement, and the other Loan Documents set forth in full all of the
representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, representations, agreements and
understandings between the parties with respect to the subject hereof. Except
as herein expressly amended, all of the terms and provisions of the Loan
Agreement and the other Loan Documents shall continue in full force and effect
and the same are hereby ratified and confirmed.
ODETICS, INC. TRANSAMERICA BUSINESS CREDIT
CORPORATION
By /s/
----------------------------
President or Vice President
By /s/ By /s/
---------------------------- ---------------------------
Secretary or Ass't Secretary Title
------------------------
ODETICS ITS, INC. GYYR INCORPORATED
By /s/ By /s/
---------------------------- ----------------------------
President or Vice President President or Vice President
By /s/ By /s/
---------------------------- ----------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
Transamerica Business Credit Amendment to Loan Documents
MARINER NETWORKS, INC. MEYER, MOHADDES ASSOCIATES,
INC.
By /s/ By /s/
---------------------------- ----------------------------
President or Vice President President or Vice President
By /s/ By /s/
---------------------------- ----------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
GUARANTOR'S CONSENT
The undersigned, guarantor, acknowledges that its consent to the foregoing
Amendment to Loan Documents is not required, but the undersigned nevertheless
does hereby consent to the foregoing Amendment and to the documents and
agreements referred to therein and to all future modifications and amendments
thereto, and any termination thereof, and to any and all other present and
future documents and agreements between or among the foregoing parties. Nothing
herein shall in any way limit any of the terms or provisions of the Continuing
Guaranty of the undersigned, all of which are hereby ratified and affirmed.
ODETICS EUROPE LIMITED
By /s/
----------------------------
President or Vice President
By /s/
----------------------------
Secretary or Ass't Secretary
TBCC
Amendment to Loan Documents
Borrowers: Odetics, Inc., a Delaware corporation
Odetics ITS, Inc., a California corporation
Gyyr Incorporated, a California corporation
Mariner Networks, Inc., a Delaware corporation
Meyer, Mohaddes Associates, Inc., a California corporation
Address: 1515 S. Manchester
Anaheim, California 92802
Date: February 28, 2001
THIS AMENDMENT TO LOAN Documents is entered into between TRANSAMERICA
BUSINESS CREDIT CORPORATION, a Delaware corporation, ("TBCC") having its
principal office at 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018
and having an office at 15260 Ventura Blvd., Suite 1240, Sherman Oaks,
California 91403, and the borrowers named above (jointly and severally, the
"Borrower").
The parties hereto agree to amend the Loan and Security Agreement between
them, dated December 28, 1998 (as amended, if at all, the "Loan Agreement"), as
follows, effective as of the date hereof. (This Amendment, the Loan Agreement,
any prior written amendments to said agreements signed by TBCC and the Borrower,
and all other written documents and agreements between TBCC and the Borrower are
referred to herein collectively as the "Loan Documents". Capitalized terms used
but not defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)
1. Extension of Maturity Date. Section 4 of the Schedule is hereby
amended in its entirety to read as follows:
"4. MATURITY DATE (Section 1.6) March 31, 2001 (the "Maturity Date"),
subject to early termination as provided
in Section 1.6 above."
2. Fee. In consideration for TBCC entering into this Amendment, the
Borrower shall concurrently pay TBCC a fee in the amount of $30,000, which shall
be non-refundable and in addition to all interest and other fees payable to TBCC
under the Loan Documents. TBCC is authorized to charge said fee to the
Borrower's loan account.
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Transamerica Business Credit Amendment to Loan Documents
________________________________________________________________________
3. Representations True. The Borrower represents and warrants to TBCC
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
4. General Provisions. This Amendment, the Loan Agreement, and the other
Loan Documents set forth in full all of the representations and agreements of
the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Transamerica Business Credit Amendment to Loan Documents
________________________________________________________________________
the Loan Agreement and the other Loan Documents shall continue in full force and
effect and the same are hereby ratified and confirmed.
ODETICS, INC. TRANSAMERICA BUSINESS CREDIT
CORPORATION
By /s/ By /s/
------------------------------- -------------------------------
President or Vice President
Title----------------------------
By /s/
-------------------------------
Secretary or Ass't Secretary
ODETICS ITS, INC. GYYR INCORPORATED
By /s/ By /s/
------------------------------- -------------------------------
President or Vice President President or Vice President
By /s/ By /s/
------------------------------- -------------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
MARINER NETWORKS, INC. MEYER, MOHADDES ASSOCIATES, INC.
By /s/ By /s/
------------------------------- -------------------------------
President or Vice President President or Vice President
By /s/ By /s/
------------------------------- -------------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
Guarantor's Consent
The undersigned, guarantor, acknowledges that its consent to the foregoing
Amendment is not required, but the undersigned nevertheless does hereby consent
to the foregoing Amendment and to the documents and agreements referred to
therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the foregoing parties. Nothing herein shall in any
way limit any of the terms or
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Transamerica Business Credit Amendment to Loan Documents
________________________________________________________________________
provisions of the Continuing Guaranty of the undersigned, all of which are
hereby ratified and affirmed.
ODETICS EUROPE LIMITED
By /s/
--------------------------------
President or Vice President
By /s/
--------------------------------
Secretary or Ass't Secretary
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TBCC
Amendment to Loan Documents
Borrowers: Odetics, Inc., a Delaware corporation
Odetics ITS, Inc., a California corporation
Gyyr Incorporated, a California corporation
Mariner Networks, Inc., a Delaware corporation
Meyer, Mohaddes Associates, Inc., a California corporation
Address: 1515 S. Manchester
Anaheim, California 92802
Date: December 22, 2000
THIS AMENDMENT TO LOAN Documents is entered into between TRANSAMERICA
BUSINESS CREDIT CORPORATION, a Delaware corporation, ("TBCC") having its
principal office at 9399 West Higgins Road, Suite 600, Rosemont, Illinois 60018
and having an office at 15260 Ventura Blvd., Suite 1240, Sherman Oaks,
California 91403, and the borrowers named above (jointly and severally, the
"Borrower").
The parties hereto agree to amend the Loan and Security Agreement between
them, dated December 28, 1998 (as amended, if at all, the "Loan Agreement"), as
follows, effective as of the date hereof. (This Amendment, the Loan Agreement,
any prior written amendments to said agreements signed by TBCC and the Borrower,
and all other written documents and agreements between TBCC and the Borrower are
referred to herein collectively as the "Loan Documents". Capitalized terms used
but not defined in this Amendment shall have the meanings set forth in the Loan
Agreement.)
1. Extension of Maturity Date. Section 4 of the Schedule is hereby
amended in its entirety to read as follows:
"4. MATURITY DATE (Section 1.6) February 28, 2001 (the "Maturity Date"),
subject to early termination as provided
in Section 1.6 above."
2. Removal of Automatic Renewal Provision. Section 1.6(a) of the Loan
Agreement is hereby amended in its entirety to read as follows:
"(a) The term of this Agreement shall be from the date of this Agreement
to the Maturity Date set forth in the Schedule, unless sooner terminated in
accordance with
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Transamerica Business Credit Amendment to Loan Documents
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the terms of this Agreement. On the Maturity Date or on any earlier
termination of this Agreement Borrower shall pay in full all Obligations,
and notwithstanding any termination of this Agreement all of TBCC's
security interests and all of TBCC's other rights and remedies shall
continue in full force and effect until payment and performance in full of
all Obligations."
3. Fee. In consideration for TBCC entering into this Amendment, the
Borrower shall concurrently pay TBCC a fee in the amount of $20,000, which shall
be non-refundable and in addition to all interest and other fees payable to TBCC
under the Loan Documents. TBCC is authorized to charge said fee to the
Borrower's loan account.
4. Representations True. The Borrower represents and warrants to TBCC
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
5. General Provisions. This Amendment, the Loan Agreement, and the other
Loan Documents set forth in full all of the representations and agreements of
the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Transamerica Business Credit Amendment to Loan Documents
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the Loan Agreement and the other Loan Documents shall continue in full force and
effect and the same are hereby ratified and confirmed.
ODETICS, INC. TRANSAMERICA BUSINESS CREDIT CORPORATION
By /s/
------------------------------
President or Vice President By /s/
------------------------------
By /s/ Title
------------------------------ ---------------------------
Secretary or Ass't Secretary
ODETICS ITS, INC. GYYR INCORPORATED
By /s/ By /s/
------------------------------ ------------------------------
President or Vice President President or Vice President
By /s/ By /s/
------------------------------ ------------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
MARINER NETWORKS, INC. MEYER, MOHADDES ASSOCIATES, INC.
By /s/ By /s/
------------------------------ ------------------------------
President or Vice President President or Vice President
By /s/ By /s/
------------------------------ ------------------------------
Secretary or Ass't Secretary Secretary or Ass't Secretary
Guarantor's Consent
The undersigned, guarantor, acknowledges that its consent to the foregoing
Amendment is not required, but the undersigned nevertheless does hereby consent
to the foregoing Amendment and to the documents and agreements referred to
therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the foregoing parties. Nothing herein shall in any
way limit any of the terms or
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Transamerica Business Credit Amendment to Loan Documents
--------------------------------------------------------------------------------
provisions of the Continuing Guaranty of the undersigned, all of which are
hereby ratified and affirmed.
ODETICS EUROPE LIMITED
By /s/
-------------------------------
President or Vice President
By /s/
-------------------------------
Secretary or Ass't Secretary
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