Exhibit 10.3
FIRST AMENDMENT
TO
LETTER OF CREDIT DISCOUNTING
AGREEMENT WITH RECOURSE
THIS FIRST AMENDMENT TO LETTER OF
CREDIT DISCOUNTING AGREEMENT WITH RECOURSE (this
“Amendment”) is dated as of November 7 ,
2006, and is by and between SILICON VALLEY BANK
(“Bank”) and AXESSTEL, INC. , a Nevada
corporation (“Client”), with offices at 6815 Flanders
Drive, Suite 210, San Diego, CA 92121 (FAX
858-625-7110).
RECITALS
A. Bank and Client have entered into
that certain Loan and Security Agreement dated as of August 7,
2006 (as amended, modified, supplemented or restated, the “LC
Discounting Agreement”).
B. Bank has extended credit to
Client for the purposes permitted in the LC Discounting
Agreement.
C. Client has requested that Bank
amend the LC Discounting Agreement in accordance with the terms
hereof.
D. Bank has agreed to so amend
certain provisions of the LC Discounting Agreement, but only to the
extent, in accordance with the terms, subject to the conditions and
in reliance upon the representations and warranties set forth
below.
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing recitals and other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, and
intending to be legally bound, the parties hereto agree as
follows:
1. Definitions . Capitalized
terms used but not defined in this Amendment shall have the
meanings given to them in the LC Discounting Agreement.
2. Amendments to LC Discounting
Agreement .
2.1 Letter of Credit Aggregate
Amount . The section of the LC Discounting Agreement captioned
“Letter of Credit Aggregate Amount” is amended
in its entirety and replaced with the following:
“Letter of Credit Aggregate
Amount: To be identified on LC Discounting Funding Certificate;
Aggregate of all LCs discounted and outstanding not to exceed
$5,000,000”
2.2 Agreement . The second
paragraph recital of the section captioned “Agreement”
of the LC Discounting Agreement is amended in its entirety and
replaced with the following:
“Pursuant to the terms and
conditions set forth herein, Client may present to SVB for
discounting letter of credit bills, demand, sight drafts or usance
drafts for the letter of credit (“LC”) with the number
identified above issued to Client by Issuing Bank in the aggregate
amount identified above but not to exceed $5,000,000 as to all
discounted and outstanding LCs purchased by SVB. SVB may purchase
from Client such letter of credit bills, demand, sight drafts or
usance drafts for discounting.”
3. Limitation of Amendments
.
3.1 The amendments set forth in
Section 2 above are effective for the purposes set forth
herein and shall be limited precisely as written and shall not be
deemed to (a) be a consent to any amendment, waiver or
modification of any other term or condition of any
