[LETTERHEAD]
AMENDMENT TO DOCUMENTS
AMENDMENT NO. 2 TO BUSINESS LOAN AGREEMENT
This Amendment No. 2 (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 further 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 Paragraph 9.5 of the Agreement 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
2.25:1.0.
'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 Senior Guaranteed Notes (both as defined below) and
including 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) cash dividends
paid by the Borrower. Notwithstanding the preceding,
prepayments and regularly scheduled payments of the Senior
Notes and the Senior Guaranteed Notes shall be EXCLUDED from
the calculation of 'Fixed Changes' during the period that the
Senior Notes and the Senior Guaranteed Notes are secured by
cash collateral. '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."
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 been
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.
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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
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxx
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By: Xxxxx X. Xxxxxxxxx, By: Xxxxx X. Xxxxx, SVP,
Vice President Operations and Chief Financial
Officer
/s/ Xxxxxx X. Xxxxxx
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By: Xxxxxx X. Xxxxxx
Treasurer and Secretary
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