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Exhibit 4.4
FLEET BANK - NH
FIRST AMENDMENT TO COMMERCIAL LOAN AGREEMENT
AND LOAN DOCUMENTS
THIS FIRST AMENDMENT (the "Amendment") made as of the 20th day of March,
1996, is by and among FLEET BANK - NH, a bank organized under the laws of the
State of New Hampshire with an address of Mail Stop XXXX X00X, 0000 Xxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxxxxx 00000 (the "Bank"), and WPI GROUP, INC., WPI
ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC., WPI POWER SYSTEMS,
INC., WPI TERMIFLEX, INC., WPI MICRO PROCESSOR SYSTEMS, INC., and WPI
DECISIONKEY, INC., each a New Hampshire corporation with a principal office at
0000 Xxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxxxxx 00000 (all of such corporations are
hereinafter referred to individually and collectively as the "BORROWER").
R E C I T A L S:
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WHEREAS, pursuant to a Commercial Loan Agreement dated October 24, 1995
(the "Loan Agreement") and certain Loan Documents as defined therein, the Bank
has extended to WPI GROUP, INC., WPI ELECTRONICS, INC., WPI MAGNETEC, INC., WPI
MICRO PALM, INC., WPI POWER SYSTEMS, INC., and WPI TERMIFLEX, INC. a revolving
line of credit loan in the principal amount of up to Fifteen Million Dollars
($15,000,000.00) (the "Revolving Line of Credit Loan");
WHEREAS, WPI GROUP, INC., owns all of the outstanding capital stock of
each of WPI ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC., WPI
POWER SYSTEMS, INC., and WPI TERMIFLEX, INC.;
WHEREAS, WPI GROUP, INC., has formed, and owns all of the capital stock
of, both WPI MICRO PROCESSOR SYSTEMS, INC., and WPI MICRO PROCESSOR SYSTEMS,
INC. owns all of the capital stock of WPI DECISIONKEY, INC.; and
WHEREAS, the Borrower has requested, and the Bank has agreed, to (A) join
each of WPI MICRO PROCESSOR SYSTEMS, INC., and WPI DECISIONKEY, INC. as
borrowers under the Loan Agreement and Loan Documents, and (B) increase the
maximum principal amount available to the Borrower under the Revolving Line of
Credit Loan to up to Twenty Million Dollars ($20,000,000.00), all upon and
subject to the terms and conditions of the Loan Agreement and the Loan
Documents, as the same are amended hereby, and, in connection therewith, to
amend the Loan Agreement and Loan Documents in certain other respects.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Loan Agreement.
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NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements and promises contained herein, the parties hereby agree as
follows:
1. ADDITION OF WPI MICRO PROCESSOR SYSTEMS, INC., AND WPI DECISIONKEY,
INC. AS BORROWER. Each of the Loan Agreement and the Loan Documents shall be and
hereby is amended by joining and including each of WPI MICRO PROCESSOR SYSTEMS,
INC., and WPI DECISIONKEY, INC., jointly and severally, as a borrower
thereunder, such that each reference to "Borrower" in the Loan Agreement and in
each of the Loan Documents shall mean and include each of WPI GROUP, INC., WPI
ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC., WPI POWER SYSTEMS,
INC., WPI TERMIFLEX, INC., WPI MICRO PROCESSOR SYSTEMS, INC., and WPI
DECISIONKEY, INC., each a New Hampshire corporation, jointly and severally.
2. AMENDMENT OF LOAN AGREEMENT. Section I. A. of the Loan Agreement shall
be and hereby is amended by deleting the same and inserting in place thereof the
following:
A. MAXIMUM AVAILABLE AMOUNT. THE AGGREGATE MAXIMUM AMOUNT AVAILABLE TO
THE BORROWER FROM TIME TO TIME UNDER THE REVOLVING LINE OF CREDIT LOAN
SHALL BE UP TO TWENTY MILLION DOLLARS ($20,000,000.00)
A-1. SUBLIMIT FOR FOREIGN CURRENCY FORWARD PURCHASE CONTRACTS. AT THE
BORROWER'S REQUEST, THE BANK SHALL FROM TIME TO TIME ADVANCE FUNDS UNDER
THE REVOLVING LINE OF CREDIT LOAN TO COVER MARGINS OF UP TO TWENTY PERCENT
(20%) OF U.S. DOLLARS EQUIVALENT VALUE OF FORWARD PURCHASE CONTRACTS
("FORWARD PURCHASE CONTRACTS") FOR FOREIGN CURRENCY ENTERED INTO BY
BORROWER WITH BANK'S FOREIGN EXCHANGE DEPARTMENT. FOR PURPOSES OF THE
FOREGOING, THE AGGREGATE OUTSTANDING ADVANCES UNDER THE REVOLVING LINE OF
CREDIT LOAN TO COVER MARGINS OF BORROWER'S FORWARD PURCHASE CONTRACTS
SHALL AT NO TIME EXCEED TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00),
AND THE MAXIMUM AMOUNT AVAILABLE TO BORROWER UNDER THE REVOLVING LINE OF
CREDIT LOAN UNDER PARAGRAPH A ABOVE SHALL BE REDUCED BY THE AGGREGATE U.S.
DOLLAR EQUIVALENT VALUE OF ALL MARGIN COVERAGE OF BORROWER'S FORWARD
PURCHASE CONTRACTS OUTSTANDING FROM TIME TO TIME.@
3. SUBSTITUTION AND REPLACEMENT OF REVOLVING LINE OF CREDIT PROMISSORY
NOTE. To reflect the amendments hereby, the Bank and the Borrower agree that the
Revolving Line of Credit Promissory Note in the original principal amount of
Fifteen Million Dollars ($15,000,000.00) dated October 24, 1995 of WPI GROUP,
INC., WPI ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC., WPI POWER
SYSTEMS, INC., and WPI TERMIFLEX, INC. payable to the order of the Bank shall be
substituted and replaced in full by the Revolving Line of Credit Promissory Note
in the principal amount of Twenty Million Dollars ($20,000,000.00) of Borrower
payable to the order of the Bank attached hereto as Exhibit A (the "Replacement
RLOC Note"), which Replacement RLOC Note shall be executed contemporaneously
with the execution of this Amendment, such that the indebtedness of WPI
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GROUP, INC., WPI ELECTRONICS, INC., WPI MAGNETEC, INC., WPI MICRO PALM, INC.,
WPI POWER SYSTEMS, INC., and WPI TERMIFLEX, INC. currently due and owing to the
Bank under the Revolving Line of Credit Loan shall hereafter be evidenced by the
Replacement RLOC Note.
4. AMENDMENT OF OTHER LOAN DOCUMENTS. Each of the other Loan Documents,
whether or not specifically referenced herein or hereby, shall be and hereby is
amended to reflect the terms and conditions of this Amendment and to include
within the scope of such Loan Documents and the description of loans and notes
therein, the Revolving Line of Credit Loan as increased, amended and modified
hereby.
5. REPRESENTATIONS AND WARRANTIES. Each Borrower individually hereby
makes, confirms, reasserts, and restates all of the representations and
warranties of the Borrower under the Loan Agreement and each of the Loan
Documents, all as of the date hereof.
6. AFFIRMATIVE COVENANTS. Each Borrower individually hereby makes,
confirms, reasserts, and restates all of the Affirmative Covenants of the
Borrower as set forth in the Loan Agreement and each of the Loan Documents, as
amended hereby, all as of the date hereof.
7. NEGATIVE COVENANTS. Each Borrower individually hereby makes confirms,
reasserts, and restates all of the Negative Covenants of the Borrower as set
forth in the Loan Agreement and each of the Loan Documents, all as of the date
hereof.
8. NO OTHER MODIFICATIONS. Except as specifically modified or amended
herein or hereby, all of the terms and conditions of each of the Revolving Line
of Credit Loan, the Loan Agreement and the Loan Documents, remain otherwise
unchanged, and in full force and effect, all of which are hereby confirmed and
ratified by the parties hereto.
9. COSTS AND EXPENSES OF BANK. The Borrower agrees to reimburse the Bank
for all reasonable costs, expenses, and fees, including attorneys' fees,
associated with the documentation of this Amendment. Borrower consents to Bank
charging Borrower's Revolving Line of Credit Loan account for all such costs,
expenses and fees.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
all as of the date first set forth above.
WITNESSES FLEET BANK - NH
/s/ Xxxxxxx Xxxx By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Vice President
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WITNESSES: BORROWER:
WPI GROUP, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
WPI POWER SYSTEMS, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
WPI MAGNETEC, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
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WITNESSES: WPI ELECTRONICS, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
WPI TERMIFLEX, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
WPI MICRO PALM, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
WITNESSES: WPI MICRO PROCESSOR SYSTEMS, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
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WPI DECISIONKEY, INC.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxxxx Xxxxxx
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Signature and Title
Duly Authorized
Chairman and CEO
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Print Name and Title
