Exhibit 10.2
FIRST AMENDMENT TO
FINANCING AGREEMENT
May 25, 1999
Xxxxx Electrostatic, Inc.
00000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
RE: Financing Agreement dated as of October 21, 1998 (the "Financing
Agreement") between The CIT Group/Business Credit, Inc. (CITBC") and
Xxxxx Electrostatic, Inc. (the "Company")
Ladies and Gentlemen:
Reference is made to the Financing Agreement. All capitalized terms used in
this letter and not defined herein shall have the meanings given to such terms
in the Financing agreement.
This letter shall confirm the agreement of CITBC and the Company to amend
the Financing Agreement in the following matter:
1. Clause iv) of paragraph (g) of Section 7.10 of the Financing Agreement
is amended and restated in its entirety to read as follows:
"iv) to pay the obligations of Parent to Illinois Tool Works Inc.
which arise under Section 2.3 and 9.1 of the Agreement of Purchase and
Sale of Assets and Stock between Parent and Illinois Tool Works Inc.
(including payments in settlement of any such obligations), but only
if x) the Company notifies CITBC in writing of the proposed amount of
payment (including associated attorneys fees and other expenses) at
least five (5) days prior to such payment; y) the Availability, after
giving effect to the projected amount of such payment (including
associated attorneys fees and other expenses), remains equal to or
greater than $1,500,000 at all times during the period thirty (30)
days preceding the date of such payment; and z) the Availability,
after giving effect to the actual amount of such payment (including
associated attorneys fees and
Xxxxx Electrostatic, Inc.
May 25, 1999
Page 2
other expenses), remains equal to or greater than $1,500,000 at all
times during the period thirty (30) days after the date of such
payment".
2. Paragraph (k) of Section 10.1 of the Financing Agreement is amended by
deleting the reference to "$1,500,000" set forth therein and substituting
in its place the clause "i) $750,000 at any time that the outstanding
amount of the Obligations is less than $5,000,000 or ii) $1,500,000 at any
time that the outstanding amount of the Obligations is equal to or greater
than $5,000,000".
Except as modified above, the Financing Agreement shall remain unmodified and in
full force and effect, and shall apply with such force and effect to this
amendment.
Please acknowledge the agreement of the Company to the terms of this
amendment by executing this letter in the space provided below and returning it
to CITBC. In addition, Parent also shall execute this amendment where indicated
below to confirm that Parent's obligations to CITBC under the Guaranty Agreement
dated as of October 21, 1998 and the Stock Pledge Agreement dated as of October
21, 1998 are unaffected and remain and in full force and effect notwithstanding
the amendments to the Financing Agreement set forth herein.
Very truly yours,
THE CIT GROUP BUSINESS CREDIT, INC.
By: /S/
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Its: Assistant Secretary
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Agreed to this 25 th day of May, 1999:
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XXXXX ELECTROSTATIC, INC.
By: /S/ Xxxx X. X'Xxxxx
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Title: Treasurer
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XXXXX CORPORATION
By: /S/ Xxxxxx X. Xxxxx
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Title: President and Chief Executive Officer
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