Amendment Number Nine to Amended and Restated Loan and Security Agreement between Foothill Capital Corporation and Porta Systems Corp.

Summary

This amendment, dated June 9, 2000, updates the existing loan and security agreement between Foothill Capital Corporation and Porta Systems Corp. It changes the maximum amount available under the revolving credit line to $11 million until December 31, 2000, and $9 million thereafter. The amendment is effective once Porta Systems issues a warrant to Foothill for 100,000 shares of its common stock at $2.00 per share, exercisable for five years. All other terms of the original agreement remain in effect.

EX-4.17 3 0003.txt AMENDMENT NUMBER NINE AMENDMENT NUMBER NINE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Amendment Number Nine to Amended and Restated Loan and Security Agreement ("Amendment") is entered into as of June 9, 2000 by and between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), and PORTA SYSTEMS CORP., a Delaware corporation ("Borrower"), in light of the following: A. Borrower and Foothill have previously entered into that certain Amended and Restated Loan and Security Agreement, dated as of November 28, 1994, as amended as of February 13, 1995, March 30, 1995, March 12, 1996, August 26, 1997, November 30, 1997, August 1, 1998, December 1, 1998 and March 24, 2000 (collectively, the "Agreement"). B. Borrower and Foothill desire to further amend the Agreement as provided for and on the conditions herein. NOW, THEREFORE, Borrower and Foothill hereby amend the Agreement as follows: 1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein. 2. AMENDMENT. A. The definition of "Revolving Line Maximum Amount" in Section 2.1 of the Agreement is hereby amended to be $11,000,000 from June 9, 2000 through December 31, 2000. As of January 1, 2001, the "Revolving Line Maximum Amount" shall be $9,000,000. 3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill that all of Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof. 4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of Default has occurred and is continuing as of the date hereof. 5. CONDITIONS PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon receipt by Foothill of: (a) an executed copy of this Amendment and (b) Borrower issuing to Foothill a warrant for the purchase of 100,000 shares of Borrower's common stock at a price of $2.00 per share initially, and subject to adjustment for dilution. The warrants shall be excisable by Foothill for a period of 5 years from the date of their issuance. 6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's out-of-pocket costs and expenses (including, without limitation, the fees and expenses of its counsel, which counsel may include any local counsel deemed necessary, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents. 7 LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect. 8. COUNTERPARTS: EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. FOOTHILL CAPITAL CORPORATION, a California corporation By: ------------------------------ Title: --------------------------- PORTA SYSTEMS CORP., a Delaware corporation By: [Signature Illegible] ------------------------------ Title: --------------------------- 2