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EXHIBIT 10.44
FIRST AMENDMENT TO CREDIT TERMS AND CONDITIONS
This First Amendment ("Amendment") amends that certain Credit
Terms and Conditions ("Agreement") dated June 9, 1998 between Imperial Bank
("Bank") and Alpha Microsystems ("Borrower") as follows:
1. The following Section A.10. Is hereby added to the Agreement:
"10. YEAR 2000 PROBLEM. Borrower and its subsidiaries have reviewed the
areas within their operations and business which could be adversely
affected by, and have developed or are developing a program to address
on a timely basis, the Year 2000 Problem and have made related
appropriate inquiry of material suppliers and vendors, and based on such
review and program, the Year 2000 Problem will not have a Material
Adverse Effect upon its financial condition, operations or business as
now conducted. . "Year 2000 Problem" means the possibility that any
computer applications or equipment used by Borrower may be unable to
recognize and properly perform date-sensitive functions involving
certain dates prior to and any dates on or after December 31, 1999."
2. Section B. 10.a. of the Agreement is hereby amended to read in full as
follows:
"a. QUICK RATIO. On a quarterly basis, maintain a minimum Quick Ratio
(defined as cash and equivalents and accounts receivable to current
liabilities less deferred revenues) of at least 1.50 to 1.00."
3. Section B 10.b of the Agreement is hereby amended to read in full as
follows:
"b. EFFECTIVE TANGIBLE NET WORTH. On a quarterly basis, maintain a
minimum Effective Tangible Net Worth (defined as stockholder's equity,
plus subordinated debt, if any, less any intangible assets) of not less
than $6,750,000 through 3/31/99, $6,000,000 at 6/30/99, $5,500,000 at
9/30/99 and $5,400,000 at 12/31/99, plus 70% of positive net income
after taxes, if any, for each period."
4. Section B 10.c of the Agreement is hereby amended to read in full as
follows:
"c. TOTAL DEBT TO EFFECTIVE TANGIBLE NET WORTH On a quarterly basis,
maintain a maximum Total Debt to Effective Tangible Net Worth (defined
as total liabilities excluding deferred revenues to effective tangible
net worth) of not more than 1.50 to 1.00."
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5. The following is hereby added as Section B.12. to the Agreement:
"12. YEAR 2000 COMPLIANCE. Borrower shall perform all acts reasonably
necessary to ensure that (a) Borrower and any business in which Borrower
holds a substantial interest, and (b) all customers, suppliers and
vendors that are material to Borrower's business, become Year 2000
Compliant in a timely manner. Such acts shall include, without
limitation, performing a comprehensive review and assessment of all
Borrower's systems and adopting a detailed plan, with itemized budget,
for the remediation, monitoring and testing of such systems. As used in
this paragraph, "Year 2000 Compliant" shall mean, in regard to any
entity, that all software, hardware, firmware, equipment, goods or
systems utilized by or material to the business operations or financial
condition of such entity, will properly perform date sensitive functions
before, during and after the year 2000. Borrower shall, immediately upon
request, provide to Bank such certifications or other evidence of
Borrower's compliance with the terms of this paragraph as Bank may from
time to time require."
6. Except as provided above, the Agreement and the Addendum remain
unchanged.
7. This Amendment is effective as of 11/22/98 and the parties hereby
confirm that the Agreement as amended is in full force and effect.
Alpha Microsystems
By: ____________________________
Title: _________________________
By: ____________________________
Title: _________________________
Imperial Bank
By: ____________________________
Title: _________________________