BANK OF AMERICA
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AMENDMENT TO DOCUMENTS
AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT
This Amendment No. 1 (the "Amendment") dated as of May 31, 1999, is
between Bank of America National Trust and Savings Association (the "Bank")
and Tab Products Co. (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of November 1, 1998 (the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. DEFINITIONS. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.
2. AMENDMENTS. The Agreement is hereby amended as follows:
2.1 A new Paragraph 9.2(e) is added to the Agreement, which reads
in its entirety as follows:
"(e) By June 30, 1999, budget report with a fiscal year
ending May 31, 2000."
2.2 In Paragraph 9.3 of the Agreement, the amount "FIFTEEN MILLION
DOLLARS ($15,000,000)" is substituted for the amount "EIGHT
MILLION DOLLARS ($8,000,000)".
2.3 Paragraph 9.5 of the Agreement, the amount is amended to read
in its entirety as follows:
"9.5 FIXED CHARGE COVERAGE RATIO. To maintain on a
consolidated basis a fixed charge coverage ratio of at least the
amounts indicated for each period specified below:
PERIOD RATIO
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From the date of this Agreement
through August 30, 1999 1.0:1.0
From August 31, 1999 and thereafter 1.15:1.0
'Fixed charge coverage ratio' means the ratio of cash flow to
fixed charges. 'Fixed charges' means the sum of (i) the
principal payments on debt (including, without limitation,
prepayments and regularly scheduled payments of the Senior
Notes and the Senior Guaranteed Notes (both as defined below)
and regularly scheduled payments (but not prepayments) of debt
to the Bank, (ii) interest expense, and (iii) capital lease
expense. 'Cash flow' means (a) the sum of (i) net income after
taxes, (excluding any gain from sale of assets or a portion of
Borrower's business and the resulting tax impact), (ii)
depreciation, (iii) amortization, (iv) interest expense, and
(v) net proceeds received by the Borrower resulting from its
issuance of any equity securities, LESS (b) the sum of (i) any
amounts paid by the Borrower to purchase, redeem or otherwise
acquire any of its shares and (ii) dividends paid by the
Borrower. 'Senior Notes' means the Borrower's 8.73% senior
promissory note(s) in the original principal amount of Fifteen
Million Dollars ($15,000,000) due March 20, 2001, authorized by
and subject to the terms and conditions of that certain Note
Agreement executed as of March 20, 1992, by the Borrower in favor
of The Prudential Insurance Company of America ('Prudential'), as
now in effect and as hereafter amended or restated (the 'Note
Agreement'). 'Senior Guaranteed Notes' means the Borrower's 6.9%
senior promissory note(s) in the original principal amount of
Five Million Dollars ($5,000,000) due September 20, 2002,
authorized by and subject to the terms and conditions of that
certain Note Agreement executed as of October 7, 1993, by the
Borrower in favor of Prudential, as now in effect and as
hereafter amended or restated (the 'Guaranteed Note Agreement').
This ratio will be calculated at the end of each fiscal quarter,
using the results of that quarter and each of the 3 immediately
preceding quarters."
2.4 A new Paragraph 9.9(f) is added to the Agreement, which reads
in its entirety as follows:
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"(f) Additional liens permitted to pledge cash or marketable
securities in favor of Prudential Capital Group as
collateral for the outstanding balance of Prudential
Senior Notes, which do not exceed a total principal
amount of Six Million Six Hundred Twenty Five Thousand
Dollars ($6,625,000) outstanding at any one time."
2.5 In Paragraph 9.10 of the Agreement, the amount "FOUR MILLION
DOLLARS ($4,000,000)" is substituted for the amount "FIVE MILLION
DOLLARS ($5,000,000)".
2.1 A new Paragraph 9.22(i) is added to the Agreement, which reads
in this entirety as follows:
"(i) sell Field Services Division to Xxxx & Xxxxxx on or
before June 1, 1999."
3. REPRESENTATIONS AND WARRANTIES. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there
is no event which is, or with notice or lapse of time or both would be, a
default under the Agreement except those events, if any, that have ben
disclosed in writing to the Bank or waived in writing by the Bank, (b) the
representations and warranties in the Agreement are true as of the date of this
Amendment as if made on the date of this Amendment, (c) this Amendment is
within the Borrower's powers, has been duly authorized, and does not conflict
with any of the Borrower's organizational papers, and (d) this Amendment does
not conflict with any law, agreement, or obligation by which the Borrower is
bound.
4. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA Tab Products Co.
NATIONAL TRUST AND SAVINGS ASSOCIATION
X /s/ Xxxxx X. Xxxxx
X /s/ Xxxxx X. Xxxxxxxxx ------------------------------
--------------------------------------- By: Xxxxx X. Xxxxx, SVP,
By: Xxxxx X. Xxxxxxxxx, Vice President Operations and Chief
Financial Officer
X /s/ X.X. Xxxxxx
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By: X.X. Xxxxxx
Treasurer and Secretary
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