FIRST AMENDMENT
TO
LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this
“ Amendment ”) is entered into effective as of
March 20, 2009, by and between INTERPHASE CORPORATION, a Texas
corporation (“ Borrower ”), and TEXAS CAPITAL
BANK, NATIONAL ASSOCIATION (“ Lender
”).
WHEREAS, Borrower and Lender entered into that
certain Loan Agreement dated as of December 19, 2008 (the
“ Loan Agreement ”); and
WHEREAS, the Loan Agreement currently governs
(a) a revolving borrowing base line of credit in the maximum
amount of $5,000,000.00 (the “ Line of Credit
”), as currently evidenced by that certain promissory note
dated December 19, 2008, payable by Borrower to the order of
Lender in the stated principal amount of $5,000,000.00 (the “
Note ”), and (b) a guidance line of credit with
respect to foreign currency forward contracts in the amount of
$7,500,000.00 (the “ Guidance Line of Credit ”);
and
WHEREAS, the parties hereto now desire to modify
the Loan Agreement as hereinafter provided; and
WHEREAS, the Loan Agreement, the Note, and all
other documents evidencing, securing, governing, guaranteeing
and/or pertaining to the Line of Credit and the Guidance Line are
hereinafter referred to collectively as the “ Loan
Documents ”.
NOW, THEREFORE, in consideration of the mutual
covenants, representations, warranties, and agreements contained
herein, and for other valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1.01 The terms used in this
Amendment to the extent not otherwise defined herein shall have the
same meanings as in the Loan Agreement.
Section 2.01 Effective as of the date
hereof, the first paragraph of Section 2.1(A) of the Loan
Agreement is hereby amended to read as follows:
“A.
Advances . Subject to the terms and conditions of this
Agreement, the Lender agrees to make one or more Advances to the
Borrower from time to time from the date hereof to and including
the Termination Date in an aggregate principal amount at any time
outstanding up to but not exceeding the amount of the Commitment,
provided that the aggregate amount of all Advances at any time
outstanding shall not exceed the (A) lesser of (i) the
amount of the Commitment or (ii) the Borrowing Base, minus
(B) the sum of the Letter of Credit Liabilities and the
Guidance Line Borrowing Base Usage. Subject to the foregoing
limitations, and the other terms and provisions of this Agreement,
the Borrower may borrow, repay, and reborrow
hereunder.”
Section 2.02 Effective as of the date
hereof, the first paragraph of Section 2.1(B) of the Loan
Agreement is hereby amended to read as follows:
“B.
Guidance Line of Credit . Lender may, in its sole and
absolute discretion, enter into foreign currency forward contracts
with Borrower from time to time from the date hereof to December
19, 2013 up to the aggregate amount of $7,500,000.00;
provided , however , (i) that the Guidance Line
Borrowing Base Usage shall not exceed the Borrowing Base minus all
outstanding Advances and Letter of Credit Liabilities, and
(ii) the term of any such foreign currency forward contract
cannot exceed one (1) year and cannot extend past the
Termination Date. No provision in this Agreement or any other Loan
Document shall in any way obligate Lender to enter into any foreign
currency forward contract with Borrower. Borrower shall execute any
and all documents, instruments and agreements requested by Lender
in connection with such forward contracts and such items shall be
deemed to be Loan Documents for all purposes.”
Section 2.03 Effective as of the date
hereof, a new Section 2.1(C) shall be added to the Loan
Agreement to read as follows:
“C.
Letters of Credit. (i) Subject to the terms and
conditions of this Agreement, Lender agrees to issue one or more
letters of credit (collectively, the “ Letters of
Credit ”) for the account of Borrower from time to time
from the date hereof to and including the Termination Date;
provided , however, that the outstanding Letter of Credit
Liabilities (as defined below) shall not at any time exceed the
lowest of (i) Five Hundred Thousand and No/100 Dollars
($500,000.00), (ii) an amount equal to the Commitment minus
the sum of the outstanding Advances plus the Guidance Line
Borrowing Base Usage, or (iii) the Borrowing Base minus the
sum of the outstanding A
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