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EXHIBIT 10.12
[BANK OF AMERICA LOGO]
AMENDMENT TO DOCUMENTS
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FIFTH AMENDMENT TO BUSINESS LOAN AGREEMENT
This FIFTH Amendment to BUSINESS LOAN AGREEMENT is entered into as of DECEMBER
31, 1999, among Bank of America, N.A ("Bank") and XXXXXX INDUSTRIES,
INC.("Borrower").
RECITALS
A. WHEREAS, Bank and Borrower have entered into that certain BUSINESS LOAN
AGREEMENT dated AUGUST 21, 1997, and amended on SEPTEMBER 16, 1998,
SEPTEMBER 26, 1998, OCTOBER 15, 1998 AND FEBRUARY 26, 1999 (collectively
the "Agreement"); and
B. WHEREAS, Borrower and Bank desire to amend certain terms and provisions of
said Agreement as more specifically hereinafter set forth.
AGREED
NOW, THEREFORE, in consideration of the foregoing recitals and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Bank and Borrower mutually agree to amend said Agreement as follows:
1. In Paragraph 1.1 (Line of Credit Amount) of the Agreement, the amount
"FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) is substituted
for the amount "Twenty Million and No/100 Dollars ($20,000,000.00)
2. In Paragraph 1.2 (Availability) of the Agreement, the date "FEBRUARY
28, 2002" is substituted for the date "February 28, 2001".
3. In Paragraph 1.5 (Letters of Credit) Paragraph 2, the amount of
"FIFTEEN MILLION AND NO/100 ($15,000,000.00) is substituted for Twenty
Million and No/100 Dollars ($20,000,000.00).
The Fee Amount for Letters of Credit issued with EXPIRATIONS GREATER
THAN 366 days is amended to read 3/4% per annum.
4. In Paragraph 1.7 (Offshore Rate) the Funded Debt to EBITDA and
Percentage Amount is amended as follows:
FUNDED DEBT TO EBITDA PERCENTAGE AMOUNT
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<1.25 0.75%
>=1.25 but <1.75 1.00%
>=1.75 1.25%
5. In renumbered Paragraph 3.1 (a) (Unused Commitment Fee) the Unused
Commitment Dee is amended as follows:
FUNDED DEBT TO EBITDA COMMITMENT FEE
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<1.25 0.20%
2
>=1.25 but <1.75 0.25%
>=1.75 0.25%
6. In renumbered Paragraph 7.3 (Tangible Net Worth) the first paragraph is
amended to read as follows:
7.3 Tangible Net Worth. To maintain Tangible Net worth beginning
October 31, 1999 equal to at least Seventy Five Million and No. 100
Dollars ($75,000,000.00) plus (i) 50% of cumulative positive net
income after taxes for fiscal year's end after October 31, 1999, plus
(ii) 100% of additional equity contributions.
7. In renumbered Paragraph 7.6 (Other Debts) item (d) is amended to read as
follows:
Additional direct or contingent debts for business purposes which do not
exceed a total principal amount of Five Million and No/100 ($5,000,000.00)
outstanding at any one time and shall not rank senior in right of payment
to Bank's debt.
8. In renumbered Paragraph 7.17 is being amended to include (f) Management
Change. Borrower may not make any substantial change in its present
executive or management personnel.
This Amendment will become effective as of the date first written above,
provided that each of the following conditions precedent have been satisfied in
a manner satisfactory to Bank:
The Bank has received from the Borrower a duly executed original of this
Amendment, together with a duly executed Guarantor Acknowledgment and Consent
in the form attached hereto (the "Consent").
Except as provided in this Amendment, all of the terms and provisions of the
Agreement and the documents executed in connection therewith shall remain in
full force and effect. All references in such other documents to the Agreement
shall hereafter be deemed to be references to the Agreement as amended hereby.
THIS WRITTEN AMENDMENT AND THE DOCUMENTS EXECUTED IN CONNECTION HEREWITH
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.
IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as
of the date first written above.
BANK OF AMERICA, N.A.
By:
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(Bank Officer Name, Title)
XXXXXX INDUSTRIES, INC.
By: /s/ X.X. XXXXX
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X.X. Xxxxx, Vice President
