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EXHIBIT 10.20
FIRST AMENDMENT TO SECURITY DOCUMENTS
This First Amendment to Security Documents (the "First Amendment" or
this "First Amendment") dated as of January 24, 1997, is made by and between
TRITON SYSTEMS, INC. (the "Borrower"), a Mississippi corporation and THE FIRST
NATIONAL BANK OF BOSTON (the "Lender"), a national banking association.
1. BACKGROUND
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As of September 26, 1996, the Borrower and the Lender entered into a
revolving reducing loan arrangement of up to Fifteen Million Dollars
($15,000,000.00) (the "Original Loan"). The Original Loan was evidenced by a
revolving credit note (the "Original Note") dated September 26, 1996 in the
original principal amount of $15,000,000.00 made by the Borrower to the order of
the Lender. The Borrower and the Secured Party entered into a Credit Agreement
(the "Original Credit Agreement") dated as of September 26, 1996 and Advances
would be made subject to and in accordance with the Original Credit Agreement.
On or about the date hereof the Lender and the Borrower have agreed to
enter into an increase ("Loan Increase") of the Original Loan of up to Fifteen
Million Dollars ($15,000,000.00). In connection with the Loan Increase, the
Lender and the Borrower are entering into a first amendment to credit agreement
(the "First Amendment to Credit Agreement") to amend the Original Credit
Agreement, INTER ALIA, to account for the Loan Increase. The Borrower intends to
use a portion of the proceeds of the Original Loan and the Loan Increase to
redeem all of the issued and outstanding Series A Preferred Stock and all of the
issued and outstanding Series B Preferred Stock. The Original Credit Agreement
as amended by the First Amendment to Credit Agreement as may be further amended,
supplemented, modified or recast, from time to time, referred to herein as the
"Credit Agreement."
The Original Note was secured by, INTER ALIA, the "Pledge and Security
Agreement," and the "Collateral Assignment", each as defined in Section 2 below.
On the date hereof, the Borrower has executed and delivered to the Lender a
first amendment to promissory note ("Note Amendment") evidencing the Loan
Increase.
The purpose of this Amendment is to describe the amendment of certain
documents, to take into account the Loan Increase, the corresponding Note
Amendment, and the corresponding First Amendment to Credit Agreement.
Capitalized terms not otherwise defined herein shall have the meaning given
such term in the Credit Agreement.
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2. DOCUMENTS AMENDED
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This Amendment affects the following documents:
a. Pledge and Security Agreement - All Assets dated as of July 3,
1995 by and between the Borrower and the Lender ("Pledge and
Security Agreement");
b. Collateral Assignment and Security Agreement in Respect of Stock
Purchase and Redemption Agreement by and among the Borrower and
the Lender ("Collateral Assignment").
3. AMENDMENT TO LOAN DOCUMENTS
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NOW, THEREFORE, in consideration of the Loan Increase and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Borrower and the Lender hereby amend the Pledge and Security Agreement, the
Patent and Trademark Security Agreement and the Collateral Assignment as
follows:
a. all references to "Obligations" or "obligations of the Borrower
to the Lender" shall be deemed to include, without limitation,
the Note Amendment, the Credit Agreement (as amended by the First
Amendment to Credit Agreement) and all of the other Loan
Documents, as amended.
b. All references to the "Loan Documents" shall be deemed to include
the Original Credit Agreement and all of the Loan Documents
referred to therein, the First Amendment to Credit Agreement and
all of the Loan Documents referred to therein, including, without
limitation, the Note Amendment, and all of the amendments,
supplements, modifications or restatements of any of the
foregoing.
4. RATIFICATION
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In all other respects, the Pledge and Security Agreement and the
Collateral Assignment shall remain unaltered, ratified, confirmed and in full
force and effect.
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[SIGNATURE PAGE OF FIRST AMENDMENT TO SECURITY DOCUMENTS]
EXECUTED as a sealed instrument as of this 24 day of January, 1997.
TRITON SYSTEMS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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