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EXHIBIT 10.5.2
AMENDMENT NO. 2
TO
LOAN AGREEMENT
AND TO
WAIVER AND SUBORDINATION AGREEMENTS
This is an amendment to the loan agreement dated February 22, 1996, as
amended August 22, 1996 (the "Loan Agreement"), by and among Bitstream Inc., a
Massachusetts corporation, having its principal executive office at 215 First
Street, Cambridge, Mass. 02142 (the "Company"), and the undersigned lenders of
the Company pursuant to the Loan Agreement ("Lenders"), and to the Waiver and
Subordination Agreements, also dated February 22, 1996, as amended August 22,
1996 (the "Subordination Agreements"), by and among the Lenders, the Company,
and BayBank, N.A. ("BayBank"). The effective date of this Amendment is October
9, 1996.
A. The Loan Agreement provided for the Lenders to loan to the Company
various sums comprising a total amount of $600,000, and the Company gave each of
the Lenders a promissory note (the "Note" or, collectively, the "Notes") for
each sum providing for all principal and interest under each Note to fall due
and payable on August 22, 1996;
B. The Subordination Agreements among the parties were premised on the said
August 22, 1996 due date under the Notes;
C. All of the parties to the Loan Agreement and the Subordination
Agreements agreed to extend the due date under the Notes to October 22, 1996
pursuant to an Amendment to Loan Agreement and to Waiver and Subordination
Agreements dated August 22, 1996; and
D. All of the parties to the Loan Agreement and the Subordination
Agreements wish to extend the due date for the Company to repay the Notes to
December 22, 1996.
NOW THEREFORE, for good and valuable consideration, the Company, the
Lenders and BayBank hereby agree as follows:
1. Loan Agreement.
1.1 Each of the undersigned Lenders hereby waives the October 22, 1996
payment due date under the Note given to him or it by the Company, and agrees to
extend the said due date to December 22, 1996.
1.2 The Company hereby agrees to honor and abide by the said extended
due date of December 22, 1996, agrees that all other terms of all Notes shall
remain unchanged, including that the prepayment penalties provided therein shall
apply to the said extended date.
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Amendment No. 2 to Loan Agreement and to Page 2
Waiver and Subordination Agreements October 9, 1996
2. Subordination Agreements.
2.1 BayBank hereby consents and agrees to the said extended due date
with respect to each Subordination Agreement, such that all rights, remedies,
and penalties provided for therein shall apply to the said date as though that
were the repayment date originally contemplated by the parties.
2.2 Each of the Lenders and the Company hereby reaffirm to BayBank
their obligations under each of their respective Subordination Agreements as
they apply to the said extended due date.
3. All other provisions of the Loan Agreement and the Subordination
Agreements shall remain unchanged hereby.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the effective date.
JHI DEVELOPMENT CAPITAL GOTTHARD BANK (NASSAU BRANCH)
LIMITED ACTING FOR THE ACCOUNT OF CERTAIN OF
ITS CLIENTS AND THEIR RESPECTIVE
REGISTERED ASSIGNS
By: By:
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BANCBOSTON VENTURES, INC. BVB GRANTOR RETAINED INCOME TRUST I
By: By:
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Amos Kaminski George B. Beitzel
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David G. Lubrano Morton E. Goulder
BITSTREAM, INC. BAYBANK, N.A.
By: By:
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