SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
dated as of September 29, 1998 by and between RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation ("Borrower") and the NATIONAL ELECTRICAL BENEFIT FUND ("Lender").
WITNESSETH:
WHEREAS, the Borrower and Lender are parties to that certain Loan Agreement dated as of August 31, 1995 (the "Original Loan Agreement");
WHEREAS, as of the date hereof and pursuant to the Original Loan Agreement, Lender has an outstanding loan to Borrower in the principal amount of Five Million Five Hundred Thousand Dollars ($5,500,000) (the "Loan");
WHEREAS, the Loan is evidenced by that certain Promissory Note of the Borrower dated August 31, 1995 made payable to the order of Lender (the "Note"), and secured by (i) that certain Deed of Trust dated as of August 31, 1995 made by Borrower to the Public Trustee in favor of Lender and recorded September 26, 1995 in Book 6731 at Page 703 of the El Paso County Land Records; that certain Security Agreement dated as of August 31, 1995 made by Borrower in
favor of Lender; (iii) that certain Patent Security Agreement dated as of August 31, 1995 made by Borrower in favor of Lender and recorded with the Assignment Branch of the United States Patent and Trademark Office as of September 29, 1995 at Reel 7662 and Frame 0353; (iv) that certain EMS Stock Pledge Agreement dated as of August 31, 1995 made by Borrower in favor of Lender; and (v) that certain Racom Stock Pledge Agreement dated as of August 31, 1995 made by Borrower in favor of Lender collectively, all of the foregoing documents including the Note and the documents enumerated in (i) through (iv) and all other documents evidencing and securing all or a
portion of the Loan being referred to as the "Loan Documents");
WHEREAS, the Scheduled Maturity Date of the Loan under the Original Loan Agreement and the Loan Documents was June 30, 1998;
WHEREAS, the Scheduled Maturity Date was extended to September 30, 1998 pursuant to that First Amendment to the Loan Agreement (the "First Amendment") dated as of June 1, 1998 in order to allow the Lender to investigate the advisability and possible terms of extending the loan for a longer period;
WHEREAS, the Lender has reached tentative terms under which it proposes to extend the Loan for a three (3) year period but the Borrower has recently proposed additional funding from the Lender which may take the form of an increase in the amount of the loan; and
WHEREAS, in order to allow more time for the Lender to evaluate the Borrower's latest proposal, the Lender has decided to extend the Scheduled Maturity Date of the Loan to December 15, 1998.
NOW, THEREFORE, in consideration of the premises hereof and for other consideration the receipt and sufficiency of which is hereby established, the Borrower and the Lender hereby agree as follows:
1. Amendments to the Original Loan Agreement. Section 1.58 defining "Scheduled Maturity Date" of the Original Loan Agreement is hereby amended to delete the date "June 30, 1998" and insert the date "December 15, 1998" in lieu thereof.
2. No Other Amendment. Other than as expressly modified hereby, all of the provisions of the Original Loan Agreement and each of the other Loan Documents shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, Borrower and Lender have executed this Second Amendment to the Loan Agreement and Other Loan Documents as of the day and year first above written.
RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation
By: /S/ L. David Sikes
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L. David Sikes
Chairman of the Board of Directors
and Chief Executive Officer
Attest:
/S/ Richard L. Mohr
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By: Richard L. Mohr
Secretary
NATIONAL ELECTRICAL BENEFIT FUND
By: /S/ Edwin D. Hill
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Edwin D. Hill
Trustee
WITNESS:
/S/ Peggy Cleveland
STATE OF COLORADO)
) ss.:
COUNTY OF EL PASO)
On this 1st day of October, 1998, before me personally came L. David Sikes, to me known or satisfactorily proven, who, being by me duly sworn, did depose and say the he resides at 1850 Ramtron Drive; that he is the Chairman of the Board of Directors and Chief Executive Officer of RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation, and that in such capacity he executed the within instrument on behalf of the company for the purposes therein set forth.
/S/ Deborah E. Doyle
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Notary Public
My Commission Expires:
10-30-99
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)
DISTRICT OF COLUMBIA) ss.:
)
On this 29th day of September, 1998, before me personally came Edwin D. Hill, to me known or satisfactorily proven, who, being by me duly sworn, did depose and say that he is the Trustee of the NATIONAL ELECTRICAL BENEFIT FUND, and that in such capacity he executed the within instrument on behalf of the trust for the purposes therein set forth.
/S/ Crystal L. Davis
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Notary Public
My Commission Expires:
Crystal L. Davis
Notary Public District of Columbia
My commission expires July 14, 2002 |
