- 10 -
EXHIBIT 4F
THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of January 19, 2001, is by and among FIRST UNION NATIONAL BANK, a national
banking association, with an office at Broad and Walnut Streets,
Philadelphia, Pennsylvania 19109 (the "Bank"), SELAS CORPORATION OF AMERICA,
a Pennsylvania business corporation with offices located at 0000 Xxxxxxxx
Xxxx, Xxxxxxx, Xxxxxxxxxxxx 00000 ("Selas" or the 'Borrower'), DEUER
MANUFACTURING, INC., an Ohio business corporation with offices located at
0000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxx 00000 ("Deuer"), RESISTANCE TECHNOLOGY,
INC., a Minnesota business corporation with offices located at 0000 Xxx Xxx
Xxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000 ("RTI"), RTI EXPORT, INC., a Barbados
corporation with offices located at c/o 0000 Xxxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxx 00000 ('RTIE') and RTI ELECTRONICS, INC., a Delaware corporation
with offices located at 0000 Xxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000
('RTI Electronics', and together with Deuer, RTI and RTIE, the 'Guarantors')
BACKGROUND
A. The Bank, the Borrower and the Guarantors entered into an Amended
and Restated Credit Agreement dated as of July 31, 1998, as amended by an
Amendment dated as of June 30, 1999 and a Second Amendment dated as of July
7, 2000 (as so amended, the "Credit Agreement"), pursuant to which the Bank
has agreed to make available to the Borrower a revolving credit facility in a
maximum principal amount of $6,000,000 in addition to the existing term loans
referred to therein (collectively, the "Existing Loans").
B. The Existing Loans are evidenced by the following promissory
notes of the Borrower: (a) a Term Note C dated as of February 21, 1997 in the
original principal amount of $3,500,000, (b) a Term Note D dated as of June
30, 1999 in the original principal amount of $900,000, and (c) an Amended and
Restated Revolving Credit Note dated as of July 7, 2000 in the principal
amount of $6,000,000 (collectively, the "Existing Notes").
C. The Credit Agreement, the Existing Notes, and all of the
documents, instruments and agreements executed and delivered in connection
therewith, together with all amendments and modifications thereto, shall be
referred to hereinafter as the "Loan Documents."
D. The Bank, the Borrower and the Guarantors desire to (i) decrease
the amount of the revolving credit facility from $6,000,000 to $4,500,000,
(ii) provide for a new term loan to the Borrower in the amount of $2,000,000,
(iii) provide for a new term loan facility to the Borrower in the maximum
amount of 1,700,000 Singapore Dollars ("Singapore $"), and (iv) amend the
terms of the Loan Documents in certain other respects, all as provided herein.
NOW, THEREFORE, incorporating the foregoing Background herein by
reference and for other good and valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties agree as follows:
1. DEFINED TERMS. Terms used herein which are capitalized but not
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. AMENDMENTS.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following defined terms which shall appear in alphabetical order:
"Singapore Dollar Loan" means a Loan which bears
interest based on the Singapore Dollar Offer Rate for
the applicable Interest Period.
"Singapore Dollar Offer Rate" means, with respect to each
day during each Interest Period pertaining to a Singapore Dollar
Loan, the rate per annum at which prime banks offer to make
deposits in Singapore dollars available to other prime banks for
a period equal to the relevant Interest Period, as quoted at
Reuters Page QASEANFIX=SG relating to off-shore funding, as of
11:00 a.m., London time, on the day that is three (3) Business
Days prior to the commencement of such Interest Period (or if not
so reported, then as determined by the Bank from another
recognized source of interbank quotation).
"Term Loan E" means the term loan made pursuant
to Section 2.1(d) of this Agreement.
"Term Note E" means the promissory note of the
Borrower dated January 19, 2001 payable to the order
of the Bank in the principal amount of $2,000,000, in
substantially the form of Exhibit A attached to the
Third Amendment, to be delivered to the Bank by the
Borrower pursuant to Section 5(b) of such Amendment,
as such Note may be amended, modified, extended or
restated from time to time.
"Term Loan F" means the term loan made pursuant
to Section 2.1(e) of this Agreement.
"Term Note F" means the promissory note of the
Borrower dated January 19, 2001 payable to the order
of the Bank in the principal amount of Singapore
$1,700,000, in substantially the form of Exhibit B
attached to the Third Amendment, to be delivered to
the Bank by the Borrower pursuant to Section 5(b) of
the Third Amendment, as such Note may be amended,
modified, extended or restated from time to time.
"Third Amendment" means the Third Amendment to
this Credit Agreement dated as of January 19, 2001,
among the Borrower, the Guarantors and the Bank.
(b) Section 1.1 of the Credit Agreement is
hereby amended by amending and restating the following defined
terms as follows:
"Interest Period" means, with respect to any LIBOR
Loan or Singapore Dollar Loan:
(a) initially, the period commencing on, as
the case may be, the date of borrowing or conversion
with respect to such LIBOR Loan or Singapore Dollar Loan
and ending one, two or three months (or in the case of
Singapore Dollar Loans only, six months) thereafter as
selected by the Borrower (i) in the case of LIBOR Loans,
in its notice of borrowing as provided in Section 2.6 or
its notice of conversion as provided in Section
2.5(c)(ii), or (ii) in the case of Singapore Dollar
Loans, in its notice of borrowing or notice of
conversion as provided in Section 2.1(e); and
(b) thereafter, each period commencing on
the last day of the next preceding Interest Period
applicable to such LIBOR Loan or Singapore Dollar Loan
and ending one, two or three months (or in the case of
Singapore Dollar Loans only, six months) thereafter as
selected by the Borrower by irrevocable notice to the
Bank not less than three (3) Business Days prior to the
last day of the then current Interest Period with
respect to such LIBOR Loan or Singapore Dollar Loan;
provided that the foregoing provisions relating to
Interest Periods are subject to the following:
(i) if any Interest Period pertaining to a
LIBOR Loan or Singapore Dollar Loan would otherwise end
on a day which is not a Business Day, that Interest
Period shall be extended to the next succeeding Business
Day unless the result of such extension would be to
carry such Interest Period into the next calendar month,
in which event such Interest Period shall end on the
immediately preceding Business Day;
(ii) any Interest Period pertaining to a
LIBOR Loan or Singapore Dollar Loan that begins on the
last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day for
which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall
end on the last Business Day of a calendar month; and
(iii) the Borrower may not select any
Interest Period which ends after the Revolving Credit
Termination Date.
'Revolving Credit Commitment' means the maximum
aggregate principal amount which the Bank has agreed to
advance to the Borrower under the Revolving Credit
Facility, which from and after the effective date of the
Third Amendment shall be $4,500,000.
'Revolving Credit Note' means the Amended and
Restated Revolving Credit Note of the Borrower dated
January 19, 2001, payable to the order of the Bank in a
principal amount equal to the amount of the Revolving
Credit Commitment, in substantially the form of Exhibit
C to the Third Amendment, as such Note may be amended,
modified, extended or restated from time to time. The
Revolving Credit Note evidences the same indebtedness
that is evidenced by the Amended and Restated Revolving
Credit Note of the Borrower dated July 7, 2000 payable
to the order of the Bank in the original principal
amount of $6,000,000 (the "Prior Note") and amends and
restates the Prior Note in its entirety and shall be
substituted therefor. Notwithstanding anything herein
to the contrary, all interest and other obligations of
the Borrower under the Prior Note accrued prior to or
on the date of the execution and delivery of the
Revolving Credit Note but remaining unpaid shall not be
discharged and shall be due and payable in accordance
with the terms of the Prior Note.
"Revolving Credit Termination Date" means the
earlier of (i) January 31, 2002 (as such date may be
extended from time to time in accordance with Section
2.8 hereof) or (ii) the date on which the Revolving
Credit Commitment is terminated pursuant to Section
9.2 hereof.
"Term Loans" means Term Loan C, Term Loan D,
Term Loan E and Term Loan F.
"Term Notes" means Term Note C, Term Note D,
Term Note E and Term Note F.
In addition, Schedule I-B of the Credit Agreement shall be amended to
add RTI Technologies Pte. Ltd. and Lectret Precision Pte. Ltd. as foreign
subsidiaries.
(c) Section 2.1 of the Credit Agreement is hereby amended by adding
the following new subsections (d) and (e) after subsection (c):
(d) Term Loan E. On the effective date of the
Third Amendment, the Bank will make a term loan to
the Borrower in the principal amount of $2,000,000
("Term Loan E"). Any amounts of Term Loan E that are
repaid or prepaid may not be reborrowed hereunder.
(e) Term Loan F. From and after the effective
date of the Third Amendment, until July 15, 2002, the
Borrower may make draws under a term loan facility up
to a maximum principal amount of Singapore $1,700,000
("Term Loan F"). The Bank will make an initial
advance of Singapore $700,000 to the Borrower under
Term Loan F on the effective date of the Third
Amendment. The balance of Term Loan F will be
advanced to the Borrower pursuant to draws by the
Borrower in accordance with Schedule 1 to the Third
Amendment. Not more than two draw requests may be
made by the Borrower during any draw period. The
Borrower shall give the Bank not less than three (3)
Business Days written notice of (A) any proposed
borrowing of a Singapore Dollar Loan and (B) the
conversion of a Singapore Dollar Loan into another
Singapore Dollar Loan. In the case of a borrowing of
a Singapore Dollar Loan, each such notice shall
specify (A) the date of such borrowing, which shall
be within the related draw period as set forth in
Schedule 1 to the Third Amendment, (B) the amount of
such borrowing, which shall not cause the total
amount of Singapore Dollar Loans to exceed the amount
for the related draw period set forth in the
"Cumulative Amount" column of Schedule 1 to the
Third Amendment, (C) the Interest Period for such
Singapore Dollar Loan, and (D) instructions regarding
where the Bank should deposit or transfer the
proceeds of such borrowing to or for the account of
the Borrower. In the case of a conversion of a
Singapore Dollar Loan, each such notice shall specify
(A) the date of such conversion, which shall be on
the last day of the Interest Period for such
Singapore Dollar Loan, and (B) the Interest Period
for the new Singapore Dollar Loan into which the old
Singapore Dollar Loan is to be converted. Each
notice of borrowing or conversion shall be
irrevocable and binding upon the Borrower. Any
amounts of Term Loan F that are repaid or prepaid may
not be reborrowed hereunder. All Singapore Dollar
Loans will be advanced by the Bank from its offices
in London, England.
(d) Section 2.2 of the Credit Agreement is hereby amended by adding
new subsections 2.2.2 and 2.2.3 after Section 2.2.1:
2.2.2 Term Loan E. The indebtedness of the
Borrower under Term Loan E shall be evidenced by Term
Note E.
2.2.3 Term Loan F. The indebtedness of the
Borrower under Term Loan F shall be evidenced by Term
Note F.
(e) Section 2.3 of the Credit Agreement is hereby amended by adding
the following new subsections 2.3.2 and 2.3.3 after Section 2.3.1:
2.3.2 Term Loan E. Funds advanced under Term
Loan E shall be used by the Borrower to repay
$2,000,000 of the outstanding advances under the
Revolving Credit Facility.
2.3.3 Term Loan F. The initial advance of
Singapore $700,000 under Term Loan F shall be applied
to reduce or pay off the outstanding advances under
the Revolving Credit Facility that were previously
used by the Borrower to pay a portion of the purchase
price for the acquisition of Lectret Precision Pte.
Ltd. by RTI Technologies Pte. Ltd., which is a
subsidiary of RTI. All subsequent advances under
Term Loan F shall be used by the Borrower to pay
additional installments of the purchase price of such
acquisition.
(f) Section 2.4 of the Credit Agreement is hereby amended by adding
the following new subsections (e) and (f) after subsection (d):
(e) Term Loan E.
(i) Scheduled Payments. Term Loan E
shall be payable in fifty-nine (59) consecutive
monthly principal installments of $33,333.33 each,
commencing March 1, 2001 and continuing on the first
day of each month thereafter, and a final, sixtieth
(60th) installment of the remaining principal balance
of Term Loan E, together with all interest accrued
thereon and all fees and costs payable in connection
therewith, due and payable on February 1, 2006.
(ii) Optional Prepayments. The
Borrower may prepay Term Loan E in whole at any time
or in part from time to time; provided, however, that
(A) any such prepayment shall be applied to the
outstanding principal of Term Loan E in the inverse
order of maturity of the installments thereof, and
(B) any such prepayment shall be accompanied by any
additional payment required to compensate the Bank
for any loss, cost or expense incurred as a result of
such prepayment as provided in Section 2.14 hereof
and any amount due in connection with the termination
of any Swap Agreement entered into for purposes of
hedging Term Loan E.
(iii) Swap Agreements. Any
prepayment of Term Loan E shall not release the
obligations of the Borrower under any Swap Agreement.
(f) Term Loan F.
(i) Scheduled Payments. Term Loan F
shall be payable in forty-one (41) equal consecutive
monthly principal installments, which shall be
determined by dividing the principal amount of Term
Loan F as of July 31, 2002 by 42, commencing
September 1, 2002 and continuing on the first day of
each month thereafter, and a final, forty-second
(42nd) installment of the remaining principal balance
of Term Loan F, together with all interest accrued
thereon and all fees and costs payable in connection
therewith, due and payable on February 1, 2006.
(ii) Optional Prepayments. The
Borrower may prepay Term Loan F in whole at any time
or in part from time to time; provided, however, that
(A) any such prepayment shall be applied to the
outstanding principal of Term Loan F in the inverse
order of maturity of the installments thereof, and
(B) any such prepayment shall be accompanied by any
additional payment required to compensate the Bank
for any loss, cost or expense incurred as a result of
such prepayment as provided in Section 2.14 hereof
and any amount due in connection with the termination
of any Swap Agreement entered into for purposes of
hedging Term Loan F.
(iii) Swap Agreements. Any
prepayment of Term Loan F shall not release the
obligations of the Borrower under any Swap Agreement.
(iv) Payments on Singapore Dollar
Loans. Notwithstanding any provision to the contrary
contained in this Agreement or the other Loan
Documents, all payments of principal, interest and
any other amounts due in respect of Singapore Dollar
Loans shall be made in Singapore Dollars in
immediately available funds on a Business Day at the
offices of the Bank in London, England.
(h) Section 2.5 of the Credit Agreement is hereby further amended by
adding the following new subsections (e) and (f) after subsection (d):
(e) Term Loan E. In the absence of an Event of
Default or Default hereunder, the outstanding
principal balance of Term Loan E shall bear interest
at the following interest rate (in each case
calculated on the basis of a 360-day year and the
actual number of days elapsed):
(i) Each portion of Term Loan E which
is a LIBOR Market Interest Loan shall bear interest
at the LIBOR Market Index Rate plus 150 basis points
(1.50%), payable by the Borrower monthly on the first
day of each month and upon the maturity of Term Loan
E.
(ii) Each portion of Term Loan E
which is a LIBOR Loan shall bear interest at the
LIBOR Adjusted Rate for such LIBOR Loan plus 150
basis points (1.50%), payable by the Borrower on the
last day of the applicable Interest Period and upon
the maturity of Term Loan E.
(f) Term Loan F.
(i) In the absence of an Event of
Default or Default hereunder, each Singapore Dollar
Loan comprising Term Loan F shall bear interest at
the Singapore Dollar Offer Rate for such Singapore
Dollar Loan plus 150 basis points (1.50%), payable by
the Borrower on the last day of the applicable
Interest Period and upon the maturity of Term Loan
F. Interest shall be calculated on the basis of a
360-day year and the actual number of days elapsed.
(ii) If the Borrower shall fail to
select the duration of any Interest Period for any
Singapore Dollar Loan in accordance with the
provisions of this Agreement, the Bank will forthwith
so notify the Borrower, whereupon such Singapore
Dollar Loan will automatically, on the last day of
the Interest Period therefor, convert into a
Singapore Dollar Loan having a one-month Interest
Period.
The references in the former subsection 2.5(e) (which shall be redesignated
as subsection 2.5(g)) to "subsections (a), (b), (c) and (d)" and "Sections
2.5(a), (b), (c) and (d)" shall be amended to read "subsections (a), (b),
(c), (d), (e) and (f)" and "Sections 2.5(a), (b), (c), (d), (e) and (f)",
respectively.
4. FACILITY FEES.
(a) On the date of execution of this Amendment, the Borrower
shall pay to the Bank a nonrefundable facility fee for Term Loan E (the "Term
Loan E Facility Fee") equal to one-quarter percent (0.25%) of the original
principal amount of Term Loan E.
(b) On the date of execution of this Amendment, the Borrower
shall pay to the Bank a nonrefundable facility fee for Term Loan F (the "Term
Loan F Facility Fee") equal to one-quarter percent (0.25%) of the maximum
principal amount of Term Loan F.
5. CONDITIONS PRECEDENT. The effectiveness of this Amendment and
the Bank's obligations hereunder are conditioned upon the satisfaction of the
following conditions precedent:
(a) The Borrower and Guarantors shall have delivered to the
Bank this Amendment, duly executed by Borrower and each of the Guarantors.
(b) The Borrower shall have delivered to the Bank Term Note E,
Term Note F and the Revolving Credit Note, each dated as of the date hereof,
duly executed by the Borrower;
(c) The Bank shall have received an opinion of counsel from
Drinker Xxxxxx & Xxxxx, counsel for the Borrower and Guarantors, in form and
substance satisfactory to the Bank and its counsel;
(d) The Borrower shall have paid the Term Loan E Facility Fee
and Term Loan F Facility Fee to the Bank;
(e) All proceedings required to be taken by the Borrower and
Guarantors in connection with the transactions contemplated by this Amendment
shall be satisfactory in form and substance to the Bank and its counsel, and
the Bank shall have received all such counterpart originals or certified or
other copies of such documents as the Bank may reasonably request;
(f) The Borrower and Guarantors shall have executed and
delivered to the Bank such other documents, instruments and agreements as the
Bank may reasonably request.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS. In order to induce
the Bank to enter into this Amendment, the Borrower and Guarantors each
hereby represent, warrant and covenant to the Bank as follows:
(a) The representations and warranties contained in the Loan
Documents are true and correct on and as of the date of this Amendment and,
after giving effect hereto, no Event of Default (other than those that have
been waived in writing by the Bank) will be in existence or will occur as a
result of giving effect hereto.
(b) The execution, delivery and performance of this Amendment
will not violate any provision of any law or regulation or of any writ or
decree of any court or governmental instrumentality, of the Borrowers or of
any of the Guarantors' certificates or articles of incorporation, by-laws or
other similar organizational documents.
(c) The Borrower and each of the Guarantors have the power to
execute, deliver and perform this Amendment and each of the documents,
instruments and agreements to be executed and/or delivered in connection
herewith and have taken all necessary action to authorize the execution,
delivery and performance of this Amendment and each of the documents,
instruments and agreements executed and/or delivered in connection herewith
and the performance of the Credit Amendment as amended hereby.
(d) The execution, delivery and performance of this Amendment
and each of the documents, instruments and agreements to be executed and/or
delivered in connection herewith does not require the consent of any other
party or the consent, license, approval or authorization of, or registration
or declaration with, any governmental body, authority, bureau or agency and
the Loan Documents, this Amendment and each of the documents, instruments and
agreements executed and/or delivered in connection herewith constitute legal,
valid and binding obligations of the Borrower and each of the Guarantors,
enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization and other laws of general applicability relating
to or affecting creditors' rights and except as enforcement may be subject to
general equitable principles.
7. REAFFIRMATION BY BORROWER AND GUARANTORS. Except as amended
hereby, all of the terms, covenants and conditions of the Credit Agreement
and each of the other Loan Documents (including, but not limited to,
provisions relating to any authority granted to the Bank to confess judgment
against the Borrower, Guarantors, or any of them, and any waiver of the right
to trial by jury) are ratified, reaffirmed and confirmed and shall continue
in full force and effect as therein written and are not intended to be
reenacted as of the above date, but rather to be effective as of the original
date of such documents. The Borrower and each of the Guarantors hereby
reaffirm and ratify all of the terms, covenants, and conditions contained in
each of their respective guarantees and confirms that such guarantees are
binding and enforceable against the parties thereto as if such guarantees had
been executed as of the date hereof. The Borrowers and each Guarantor hereby
acknowledge and agree that the term "Obligations," as defined in their
respective Security Agreements and Guaranty and Suretyship Agreements (and,
as to RTI, its Patent and Trademark Security Agreement), includes all of the
obligations of Borrower under Term Note E and Term Note F (in addition to the
obligations of the Borrower under Term Note C, Term Note D and the Revolving
Credit Note) and all of their respective obligations under the Loan Documents
as amended by this Amendment.
8. BINDING EFFECT. This Amendment shall be binding upon and inure
to the benefit of the Borrower, the Guarantors and the Bank and their
respective heirs, executors, administrators, successors and assigns;
provided, however, that the Borrower and/or the Guarantors may not assign any
of their rights, nor delegate any of their obligations, under this Amendment
without the prior written consent of the Bank and any purported assignment or
delegation absent such consent shall be void.
9. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in
any number of counterparts and by the different parties on separate
counterparts. Each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute one and the same agreement.
This Amendment shall be deemed to have been executed and delivered when the
Bank has received counterparts hereof executed by all parties listed on the
signature page(s) hereto.
10. AMENDMENT AND WAIVER. No amendment of this Amendment, and no
waiver of any one or more of the provisions hereof shall be effective unless
set forth in a writing and signed by the parties hereto.
11. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the internal laws of the Commonwealth of Pennsylvania.
12. SEVERABILITY. Any provision of this Amendment that is held to be
inoperative, unenforceable, voidable or invalid in any jurisdiction shall, as
to that jurisdiction, be ineffective, unenforceable, void or invalid without
affecting the remaining provisions in that or any other jurisdiction, and to
this end the provisions of this Amendment are declared to be severable.
13. JUDICIAL PROCEEDINGS. Each party to this Amendment agrees that
any suit, action or proceeding, whether claim or counterclaim, brought or
instituted by any party hereto or any successor or assign of any party, on or
with respect to this Amendment, the documents, instruments and agreements
executed in connection herewith, the Loan Documents or the dealings of the
parties with respect hereto and thereto, shall be tried only by a court and
not by a jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
Further, each party waives any right it may have to claim or recover, in any
such suit, action or proceeding, any special, exemplary, punitive or
consequential damages or damages other than, or in addition to, actual
damages. THE BORROWER AND THE GUARANTORS ACKNOWLEDGE AND AGREE THAT THIS
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND THAT THE BANK
WOULD NOT ENTER INTO THIS AGREEMENT IF THE WAIVERS SET FORTH IN THIS SECTION
WERE NOT A PART OF THIS AGREEMENT.
14. EXPENSES. The Borrower agrees to pay all reasonable costs and
expenses of the Bank, including without limitation the costs incurred by the
Bank for regulatory compliance audits, environmental investigations,
reasonable fees and costs of its legal counsel, filing and recording costs,
and other expenses incurred in connection with the preparation, execution and
delivery of this Amendment and the transactions contemplated hereby.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
SELAS CORPORATION OF AMERICA
Attest:
By: By:
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Assistant Secretary Title: Vice President & Treasurer
DEUER MANUFACTURING, INC.
Attest:
By: By:
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxx
Title: Assistant Secretary Title: Vice President & Treasurer
RESISTANCE TECHNOLOGY, INC.
Attest:
By: By:
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxx
Title: Assistant Secretary Title: Vice President & Treasurer
RTI EXPORT, INC.
Attest:
By: By:
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Assistant Secretary Title: Vice President
RTI ELECTRONICS, INC.
Attest:
By: By:
Name: Xxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Secretary Title: Chairman
FIRST UNION NATIONAL BANK
By:
Name:
Title:
SCHEDULE 1
Term Loan F Draw Schedule
Scheduled Cumulative
Amount of Draw Amount
(Singapore $) (Singapore $)
Draw Period
Effective Date of
Third Amendment 700,000 700,000
From February 1, 2001
to March 31, 2001 up to 250,000 950,000
From April 1, 2001
to June 30, 2001 up to 250,000 1,200,000
From July 1, 2001
to March 31, 2002 up to 250,000 1,450,000
From April 1, 2002
to July 15, 2002 up to 250,000 1,700,000
TOTAL up to 1,700,000
