Attached files
Exhibit
10.2
AMENDMENT
TO
SECOND
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE (LIBOR/PRIME)
(Avistar
Communications Corporation)
Amendment dated as of February 22,
2010 (this “Amendment”) to that
certain Second Amended and Resated Revolving Credit Promissory Note dated as of
December 22, 2009, as amended, by Avistar Communications Corporation, a Delaware
corporation (the “Borrower”), to the
order of JPMorgan Chase Bank, N.A. (the “Bank”), in the
maximum principal amount of $11,250,000 (the “Promissory
Note”).
For value received, the parties hereto
hereby agree as follows:
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1.
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Initially
capitalized terms used herein without definition have the meanings given
them in the Promissory Note.
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2.
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The
definition of Maximum Facility Amount in Section 1 of the Promissory
Note is hereby amended and restated as
follows:
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“Maximum Facility
Amount” shall mean the lesser of (i) Five Million
Dollars ($5,000,000) and (ii) the value assigned by the Bank from time
to time, in its sole reasonable discretion, to the collateral, if any, pledged
and collaterally assigned to the Bank, and in which the Bank has a
first-priority security interest and against which the Bank has a right of
setoff, as security for the Borrower’s payment of its obligations under this
Note.
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3.
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This
Amendment shall become effective
upon:
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a.
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The
Borrower’s payment of the Bank’s counsel’s outstanding
invoices;
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b.
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The
Bank’s receipt of a reaffirmation of the Guaranty substantially in the
form of the reaffirmation attached hereto as Exhibit A,
duly executed by each Guarantor.
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c.
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The
Bank’s receipt of a Secretary’s Certificate substantially in the form of
the certificate attached hereto as Exhibit B,
duly executed by the Secretary of the
Borrower.
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4.
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The
Promissory Note, as amended by this Amendment, remains in full force and
effect.
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5.
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This
Amendment shall be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts of laws
principles.
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6.
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This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which shall be deemed to
be an original, but all of which taken together shall constitute one in
the same instrument.
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The
rest of this page is intentionally blank.
UCN
006754857000
Facility
ID 198245263
1
IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and
delivered as of the date first above written.
JPMorgan
Chase Bank, N.A.
By: /s/ Nancy A.
Sheppard
Nancy
A. Sheppard
Managing
Director
Avistar
Communications Corporation
By: /s/ Robert F.
Kirk
Robert F. Kirk
Chief Executive Officer
By: /s/ Elias A.
MurrayMetzger
Elias A.
MurrayMetzger
Chief
Financial Officer, Chief Administrative Officer and Corporate
Secretary
State
of CA
ss.:
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County
of San Mateo
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On the 22 day of February in
the year 2010, before me, the undersigned, personally appeared Elias A. MurrayMetzger,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Elizabeth
Bettancourt
Notary Public
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State
of CA
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ss.:
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County
of San
Mateo
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On the 22 day of February in the
year 2010, before me, the undersigned, personally appeared Robert F. Kirk, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
/s/ Elizabeth
Bettancourt
Notary Public
UCN
006754857000 [Signature
Page of Amendment to
Facility
ID 198245263 Second Amended and Restated
Revolving Credit Promissory Note]
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