Letter Amendment to Loan Agreement between Comarco, Inc. and Bank of America (December 6, 2000)

Summary

This letter amendment is between Comarco, Inc. and Bank of America. It clarifies that Comarco’s pending merger, where it remains the surviving entity, does not violate the existing loan agreement. It also addresses a recent stock split, allowing cash payments for fractional shares and amending the dividend covenant to permit cash distributions up to $100,000. Both parties agree to these changes, which are effective upon signing.

EX-10.30 3 a68032ex10-30.txt EXHIBIT 10.30 1 EXHIBIT 10.30 December 6, 2000 Mr. Daniel Lutz Chief Financial Office Comarco, Inc. 2 Cromwell Irvine, CA ###-###-#### Ref: Letter Amendment for the Loan Agreement dated as of September 26, 1994 as amended Dear Mr. Lutz: Pursuant to our discussion, you have notified Bank of America that the company is in the process of making a small acquisition. The acquisition will be considered a merger. In your review of the Loan Agreement you asked whether you would be in violation of Section 5 (ii) which states that the Company "will not suffer or permit any merger or consolidation", as a result of the pending transaction. In my review of the document, it was the intent of this section to apply if Comarco was merging or consolidating with another entity and would not be the surviving entity. Therefore, we deem the pending transaction not to violate this covenant. Second, you have notified me that the company recently did a stock split in which fractional shares were paid in cash. You asked whether this violated Section 6 "Dividends" of the Loan Agreement, which reads Borrower will not declare or pay any dividend (other that stock dividends), or make any distribution in cash, assets or other property to any shareholder in respect of the Borrower's stock. Effective with this Letter the Bank waives the violations and changes the covenant to now read: Borrower will not declare or pay and dividend (other than stock dividends), or make any distribution in cash, in excess of $100,000.00, assets or other property to any shareholder in respect of the Borrower's stock. Please execute the original of this letter and return to my attention acknowledging your agreement and understanding of the above change. Sincerely /s/ Elaine Eaton - --------------- Senior Vice President AGREED TO THIS 6TH DAY OF DECEMBER, 2000 COMARCO, INC. By: /s/ Daniel Lutz - ------------------ Name: Daniel Lutz Title: Vice President and Chief Financial Officer