EXHIBIT 10.57.1
December 15, 1999
Mr. Patrick Moore
National Manufacturing Technologies, Inc.
1958 Kellogg Ave.
Carlsbad, CA 92008
Re: First Amendment to Loan and Security Agreement
Dear Pat:
We refer to the Loan and Security Agreement dated as of June 18, 1999, (the
"Loan Agreement") between Photomatrix, Inc., a California corporation
("Borrower"), and Celtic Capital Corporation ("Lender"). Unless otherwise
defined herein, terms defined in the Loan Agreement are used herein as defined
therein.
Effective as of the date first set forth above and subject to satisfaction of
the conditions precedent set forth in paragraph 6, Borrower and Lender hereby
agree as set forth below.
1. The name of the Borrower has been changed to National Manufacturing
Technologies, Inc.
2. The definition of "A/R Maximum Commitment" in Section 1.11 of the
Loan Agreement is amended in full to read as follows:
""A/R MAXIMUM COMMITMENT" - at any time of determination, the amount, if
any, by which $2,000,000.00 exceeds the aggregate principal amount of any
advances or other extensions of credit outstanding from Lender to or on behalf
of any of the Affiliates other than Borrower for the purpose of financing
accounts receivable."
3. Section 2.1.1 "Credit Facilities - Revolving Credit Facility -
Advances" is amended in full to read as follows:
""ADVANCES" - Lender shall, from time to time make A/R Advances to
Borrower, less any Availability Reserves, so long as, before and after such A/R
Advance, the Obligations relating only to the A/R Advances do not exceed the A/R
Allowable Amount. In addition, Lender shall, from time to time make Inventory
Advances to Borrower, less any Availability Reserves, so long as, before and
after such Inventory Advances, the Obligations relating only to the Inventory
Advances do not exceed the Inventory Allowable Amount; provided, however, that
the aggregate advances and other extensions of credit by Lender to the
Affiliates for the purpose of financing inventory may not exceed 35% of the
aggregate advances and other extensions of credit by Lender to the Affiliates
for the purpose of financing accounts receivable."
4. Borrower represents and warrants to Lender that (a) no Event of
Default or event that, with the giving of notice and/or the passage of time,
would become an Event of Default has occurred and is continuing or would result
from the effectiveness of this letter amendment and (b) the representations and
warranties contained in the Documents are correct in all material respects on
and as of the date hereof as though made on and as of the date hereof.
5. On and after the effective date of this letter amendment, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import referring to the Loan Agreement, and each
reference in the other Documents to the "Loan Agreement," "thereunder,"
"thereof," "therein" or words of like import referring to the Loan Agreement,
shall mean and be a reference to the Loan Agreement as amended by this letter
amendment. The Loan Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
6. This letter amendment may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which shall be an
original and all of which taken together shall constitute one and the same
letter amendment.
7. This letter amendment shall become effective as of the date first
set forth above when and if Lender receives (a) this letter amendment duly
countersigned by Borrower and (b) a consent hereto, in form and substance
satisfactory to Lender, duly executed by any persons or entities that have
executed Subordination Agreements as subordinated creditors.
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Very truly yours,
CELTIC CAPITAL CORPORATION
/s/ Mark Hafner
-----------------
Mark Hafner, President
Agreed as of the date first written above:
NATIONAL MANUFACTURING TECHNOLOGIES, INC.
/s/ Patrick W. Moore
-----------------------
Patrick W. Moore, CEO
