EXHIBIT (4)(xviii)
July 15, 1998
Plymouth Rubber Company, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Eighth Amendment
Gentlemen:
Plymouth Rubber Company, Inc., a Massachusetts corporation
("Borrower") and LaSalle National Bank, a national banking association
("Bank") have entered into that certain Loan and Security Agreement
dated June 6, 1996 (the "Security Agreement"). From time to time
thereafter, Borrower and Bank may have executed various amendments
(each an "Amendment" and collectively the "Amendments") to the
Security Agreement (the Security Agreement and the Amendments
hereinafter are referred to, collectively, as the "Agreement"). Borrower
and Bank now desire to further amend the Agreement as provided
herein, subject to the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing recitals,
the mutual covenants and agreements set forth herein and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. The Agreement hereby is amended as follows:
(a) Paragraph (10) of Exhibit A of the Agreement is amended
to add the following provision:
(10).(1 ) REDEMPTION OF STOCK: Notwithstanding the
provisions of subparagraph 11(k) of the Agreement;
and provided, that (I) such redemption is permitted
under all applicable laws; and (ii) no Event of Default
shall have occurred prior to the time of, or would occur
as a result of such redemption, Borrower may redeem
the existing shares of its common or preferred stock in
an amount not to exceed One Hundred Thousand and
No/100 Dollars ($100,000.00) in the aggregate over
the term of the Loans during the Original Term or
Renewal Term.
(10).(2) YEAR 2000: Borrower and its Subsidiaries have
reviewed the areas within their business and
operations which could be adversely affected by, and
have developed or are developing a program to
address on a timely basis, the "Year 2000 Problem"
(that is, the risk that computer applications used by
Borrower and its Subsidiaries may be unable to
recognize and perform properly date-sensitive
functions involving certain dates prior to and any date
on or after December 30, 1999), and have made
related appropriate inquiry of material suppliers and
vendors. Based on such review and program,
Borrower believes that the "Year 2000 Problem" will
not have a material adverse effect on its business,
assets or condition, financial or otherwise. From time
to time, at the request of Bank, Borrower and its
Subsidiaries shall provide to Bank such updated
information or documentation as is requested
regarding the status of their efforts to address the
"Year 2000 Problem."
2. This amendment shall not become effective until fully executed by all
parties hereto.
3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to
effectuate the transactions contemplated hereby, the Agreement and
Exhibit A thereto hereby are ratified and confirmed by the parties hereto
and remain in full force and effect in accordance with the terms thereof.
LASALLE NATIONAL BANK
a national banking association
By: /s/ Xxxx Xxxxxxx
Title: VP
Accepted and agreed to this
30th day of July , 1998.
PLYMOUTH RUBBER COMPANY, INC.
By:/s/ Xxxxxx X. Xxxxx
Title: VP Finance
Consented and agreed to by the following
Guarantor of the obligations of PLYMOUTH
RUBBER COMPANY, INC. to LASALLE
NATIONAL BANK.
BRITE-LINE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: VP Finance
Date: July 30 , 1998
==============================================================================
February 18, 1999
Plymouth Rubber Company, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Ninth Amendment
Gentlemen:
Plymouth Rubber Company, Inc., a Massachusetts corporation
("Borrower") and LaSalle National Bank, a national banking association
("Bank") have entered into that certain Loan and Security Agreement
dated June 6, 1996 (the "Security Agreement"). From time to time
thereafter, Borrower and Bank may have executed various amendments
(each an "Amendment" and collectively the "Amendments") to the Security
Agreement (the Security Agreement and the Amendments hereinafter are
referred to, collectively, as the "Agreement"). Borrower and Bank now
desire to further amend the Agreement as provided herein, subject to the
terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual covenants and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. The Agreement hereby is amended as follows:
(a) Paragraph (1) of the Agreement is amended to add the
following provision:
(a)(a) "LIBOR Rate" shall mean with respect to any LIBOR Rate
Loan for any Interest Period (as defined in subparagraph
(5)(b) of Exhibit A of the Agreement), a rate per annum
equal to the offered rate for deposits in United States
dollars for a period equal to such Interest Period as it
appears on Telerate page 3750 as of 11:00 a.m. (London
time) two Business Days prior to the first day of such
Interest Period. "Telerate page 3750" means the display
designated as "Page 3750" on the Telerate Service (or
such other page as may replace page 3750 of that service
or such other service as may be nominated by the British
Bankers' Association as the vendor for the purpose of
displaying British Bankers' Association interest settlement
rates for United States dollar deposits).
(b) Subparagraph (7)(c) of the Agreement is deleted in its entirety
and the following is substituted in its place:
(c) Bank shall, within two (2) business days after receipt by Bank
at its office in Chicago, Illinois of cash or other immediately
available funds from collections of items of payment and
proceeds of any Collateral, apply the whole or any part of
such collections or proceeds against the Liabilities in such
order as Bank shall determine in its sole discretion.
(c) Paragraph (1) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:
(1) LOAN LIMIT: Bank may, in its sole discretion, advance an
amount up to the sum of the following sublimits (the "Loan
Limit"):
(a) Subject to Paragraph (4) of this Exhibit A, up to eighty-
five percent (85%) of the face amount (less maximum
discounts, credits and allowances which may be taken
by or granted to Account Debtors in connection
therewith) of Borrower's Eligible Accounts; provided,
that with respect to Eligible Accounts which are payable
in currencies other than U.S. Dollars, the face amount
and all discounts, credits and allowances shall be
determined using the U.S. Dollar equivalent thereof at
such time, determined with such frequency as Bank
shall require, but not less than weekly, based on the
exchange rates published in the Wall Street Journal on
the date of determination; plus
(b) Up to fifty-five percent (55%) of the lower of the cost or
market value of Borrower's Eligible Inventory or Six
Million and No/100 Dollars ($6,000,000.00), whichever
is less; plus
(c) Subject to subparagraph (3)(a) of this Exhibit A, Three
Million and No/100 Dollars ($3,000,000.00) against that
certain real property described in subparagraph (13)(a)
of this Exhibit A ; minus
(d) Such reserves as Bank elects, in its sole discretion, to
establish from time to time;
provided, that the aggregate amount of Loans made
pursuant to (i) subparagraph (b) above; and (ii) Loans,
as such term is defined in that certain Loan and Security
Agreement entered into by and between Brite-Line
Technologies, Inc. ("Brite-Line") and Bank dated
February 25, 1997 (the "Brite-Line Agreement"), made
pursuant to subparagraph (1)(b) of Exhibit A of the Brite-
Line Agreement shall in no event exceed Seven Million
Two Hundred Fifty Thousand and No/100 Dollars
($7,250,000.00);
further provided, that the aggregate Loan Limit shall in
no event exceed Eighteen Million and No/100 Dollars
($18,000,000.00), except as such amount may be
increased or decreased by Bank, in its sole discretion,
from time to time; and
further provided, that the aggregate amount of Loans to
(i) Borrower under this Agreement; and (ii) the
aggregate amount of Loans to Brite-Line under the
Brite-Line Agreement, shall in no event exceed
Eighteen Million and No/100 Dollars ($18,000,000.00).
(d) Subparagraph (3)(a) of Exhibit A of the Agreement is deleted in
its entirety and the following is substituted in its place:
(a) The availability described in subparagraph (1)(c) of this
Exhibit A shall be automatically curtailed by Fifty
Thousand and No/100 Dollars ($50,000.00) per month,
commencing on July 2, 1999 and continuing on the
corresponding day of each month thereafter until the
earliest to occur of (i) the date on which said
availability shall be reduced in full; (ii) the date upon
which demand for repayment of the Loans is made by
Bank, on which date said availability shall be reduced
in full; and (iii) the date upon which this Agreement
terminates pursuant to the provisions of Paragraph 9 of
the Agreement, on which date said availability shall be
reduced in full.
(e) Paragraph (5) of Exhibit A of the Agreement (but excluding
Paragraph (5).(1) of Exhibit A of the Agreement) is deleted in its entirety
and the following is substituted in its place:
(5) INTEREST RATE: Subject to the terms and conditions set forth
below, the Loans shall bear interest at the per annum rate of
interest set forth in subsection (a) or (b) below:
(a) Bank's publicly announced prime rate per annum
(which is not intended to be Bank's lowest or most favorable
rate in effect at any time) (the "Prime Rate") in effect
from time to time, payable on the last Business Day of
each month in arrears. Said rate of interest shall
increase or decrease by an amount equal to each
increase or decrease in the Prime Rate effective on the
effective date of each such change in the Prime Rate.
(b) Two percent (2%) per annum in excess of the LIBOR
Rate for the applicable Interest Period, such rate to
remain fixed for such Interest Period. "Interest Period"
shall mean any continuous period of thirty (30), sixty
(60), ninety (90) or one hundred eighty (180) days, as
selected from time to time by Borrower by irrevocable
notice (in writing, by telex, telegram or cable) given to
Bank not less than three (3) Business Days prior to
the first day of each respective Interest Period)
commencing on the date hereof; provided that: (i)
each such period occurring after such initial period
shall commence on the day on which the immediately
preceding period expires; (ii) the final Interest Period
shall be such that its expiration occurs on or before
the end of the Original Term or any Renewal Term;
and (iii) if for any reason Borrower shall fail to timely
select a period, then such Loans shall continue as, or
revert to, Prime Rate Loans. Interest shall be
payable on the last Business Day of each month, at
maturity, and on the date of any payment hereon by
Borrower.
Upon the occurrence of an Event of Default and the
continuance thereof, the Loans shall bear interest at the
rate of two percent (2.0%) per annum in excess of the
interest rate otherwise payable thereon, which interest
shall be payable on demand. All interest shall be
calculated on the basis of a 360-day year.
(f) Subparagraph (5).(1)(f) of Exhibit A of the Agreement is
deleted in its entirety and the following is substituted in its place:
(f) Each request for LIBOR Rate Loans shall be in an amount not
less than One Million and No/100 Dollars ($1,000,000.00), and in
integral multiples of Two Hundred Thousand and No/100 Dollars
($200,000.00).
(g) Subparagraph (6)(a) of Exhibit A of the Agreement is deleted
in its entirety and the following is substituted in its place:
(a) Unused Line Fee: Borrower and Brite-Line shall jointly pay to
Bank an unused line fee of one-half of one percent (1/2 of
1%) of the average aggregate monthly loan balance of
Borrower and Brite-Line, which fee shall be fully earned by
Bank and payable monthly in arrears on each day that interest
is payable hereunder. Said fee shall be calculated on the
basis of a 360 day year.
(h) Subparagraph (6)(b) of Exhibit A of the Agreement is deleted
in its entirety and the following is substituted in its place:
(b) Prepayment Fee: If Borrower and Brite-Line elect to
terminate this Agreement and the Brite-Line Agreement
prior to the termination dates thereof, Borrower and
Brite-Line shall jointly pay to Bank a prepayment fee in
the aggregate equal to (i) Three Hundred Thousand and
No/100 Dollars ($300,000.00) if this Agreement and the
Brite-Line Agreement are terminated on or before June
2, 2000; (ii) Two Hundred Thousand and No/100 Dollars
($200,000.00) if this Agreement and the Britle-Line
Agreement are terminated after June 2, 2000 and prior to
June 2, 2001; and (iii) One Hundred Thousand and
No/100 Dollars ($100,000.00) if this Agreement and the
Brite-Line Agreement are terminated after June 2, 2001
but prior to the end of the Original Term or any Renewal
Term; provided that if Borrower and Brite-Line sell all or
substantially all of their assets or stock to a Person other
than an Affiliate and such sale is consented to by Bank
and the Liabilities are prepaid and this Agreement and
the Brite-Line Agreement are terminated as a result
thereof, then Borrower and Brite-Line shall be required
to jointly pay a prepayment fee of one percent (1%) of
the aggregate Loan Limit under this Agreement and the
Brite-Line Agreement.
(i) Paragraph (6) of Exhibit A of the Agreement is amended to
add the following provision:
(6).(1) ORIGINAL TERM: The date of the Original Term set
forth in Paragraph 9 of the Agreement is deleted and
the date of June 2, 2002 is substituted in its place.
(j) Paragraph (8) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:
(8) TANGIBLE NET WORTH: Notwithstanding the provisions of
subparagraph 11(o) of the Agreement, Borrower's and Brite-
Line's consolidated tangible net worth in the aggregate shall
not, on the last day of each fiscal quarter, be less than the
Minimum Tangible Net Worth, as hereinafter defined. On the
last day of the first, second and third fiscal quarters of
Borrower's 1999 fiscal year, "Minimum Tangible Net Worth"
shall equal One Million Eight Hundred Nineteen Thousand
and No/100 Dollars ($1,819,000.00). On the last day of
Borrower's1999 fiscal year end and on the last day of the first,
second and third fiscal quarters of Borrower's 2000 fiscal
year, Minimum Tangible Net Worth shall equal One Million
Nine Hundred Nineteen Thousand and No/100 Dollars
($1,919,000.00). Thereafter, on the last day of each of
Borrower's fiscal quarters, Minimum Tangible Net Worth shall
be equal to Minimum Tangible Net Worth on the last day of
the immediately preceding fiscal year plus One Hundred
Thousand and No/100 Dollars ($100,000.00). "Tangible Net
Worth" being defined for purposes of this subparagraph as
Borrower's and Brite-Line's shareholders' equity (including
retained earnings) less the book value of all intangible assets
as determined solely by Bank on a consistent basis plus the
amount of any LIFO reserve plus the amount of any debt
subordinated to Bank, all as determined under generally
accepted accounting principles applied on a basis consistent
with the financial statement dated October 30, 1998 except as
set forth herein. For purposes of this subparagraph, (a)
intangible assets are: (i) intangible asset-FAS #87, (ii)
deferred tax asset, net of the valuation reserve-FAS #109,
and (iii) trade names; and (b) pension liability adjustments are
excluded.
2. This amendment shall not become effective until (a) fully
executed by all parties hereto and (b) June 3, 1999.
3. Except as expressly amended hereby and by any other
supplemental documents or instruments executed by either party hereto in
order to effectuate the transactions contemplated hereby, the Agreement
and Exhibit A thereto hereby are ratified and confirmed by the parties
hereto and remain in full force and effect in accordance with the terms
thereof.
LASALLE NATIONAL BANK
a national banking association
By: /s/ Xxxx Xxxxxxx
Title: VP
Accepted and agreed to this
19th day of February,1999.
PLYMOUTH RUBBER COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: VP Finance
Consented and agreed to by the following
Guarantor of the obligations of PLYMOUTH
RUBBER COMPANY, INC. to LASALLE
NATIONAL BANK.
BRITE-LINE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: VP Finance
Date: February 19, 1999
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