Contract
EHIBIT 99.1
AMENDMENT
TO
AMENDED
AND RESTATED CREDIT AGREEMENT
THIS
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as
of the 29th day of July, 2008, by and among PRESSTEK, INC., a Delaware
corporation having its chief executive offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx,
Xxx Xxxxxxxxx 00000 (hereinafter referred to as “Borrower”); its wholly-owned
(except as noted below with respect to Lasertel Inc.) direct and indirect
subsidiaries, LASERTEL INC., an Arizona corporation with a principal place of
business at 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx, Xxxxxx, Xxxx Xxxxxx, Xxxxxxx 00000
(of which Borrower owns approximately 99% of the outstanding capital stock);
PRECISION LITHOGRAINING CORP., a Massachusetts corporation with a principal
place of business at 000 Xxx Xxxxxx Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000;
PRECISION ACQUISITION CORP., a Delaware corporation having its chief executive
offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000; SDK REALTY CORP., a
Massachusetts corporation with a principal place of business at 000 Xxx Xxxxxx
Xxxx, Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000; ABD INTERNATIONAL, INC., a Delaware
corporation (formerly known as Silver Acquisition Corp.) having its chief
executive offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000; PRESSTEK
CAPITAL CORP., a Delaware corporation (formerly known as Presstek Services
Corp.) having its chief executive offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx
Xxxxxxxxx 00000; PRESSTEK OVERSEAS CORP., a Delaware corporation having its
chief executive offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000; ABD
CANADA HOLDINGS, INC., a Delaware corporation having its chief executive offices
at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000; and PRESSTEK NEW YORK, INC.,
a Delaware corporation (formerly known as XXXX New York, Inc.) having its chief
executive offices at 00 Xxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx, 00000 (each such
subsidiary hereinafter referred to individually as a “Guarantor” and all such
subsidiaries hereinafter referred to collectively as the “Guarantors”); RBS
CITIZENS NATIONAL ASSOCIATION, successor by merger to Citizens Bank New
Hampshire, a national banking association with a place of business at 000 Xxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, for itself, as Lender, and as
Administrative Agent for Lenders; KEYBANK NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States of America
with a place of business Xxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxx 00000, for itself, as
Lender, and as Documentation Agent for Lenders; and TD BANK, N.A.(formerly known
as TD Banknorth, N.A.), a national banking association organized under the laws
of the United States of America with a business address of 0 Xxxxxxxx Xxxx
Xxxxx, Xxxxxxx, Xxx Xxxxxxxxx 00000, for itself as Lender.
R E C I T A L
S:
WHEREAS,
pursuant to the Amended and Restated Credit Agreement dated as of November 5,
2004, as amended by a certain Joinder and Amendment to Amended and Restated
Credit Agreement dated October 20, 2005, a certain Amendment to Amended and
Restated Credit Agreement dated June 16, 2006, a certain Amendment to Amended
and Restated Credit Agreement dated May 15, 2007, and a certain Amendment to
Amended and Restated Credit Agreement dated April 22, 2008 (as amended, the
“Credit Agreement”), by and among all of the foregoing parties, and certain Loan
Documents as defined therein, the Lenders have extended to the Borrower a
revolving line of credit in the principal amount of up to $45,000,000 (the
"Revolving Loan") and a term loan in the original principal amount of
$35,000,000 (the “Term Loan”);
WHEREAS,
Borrower is selling its real estate located in Marana, Arizona and will be using
approximately $7,926,000.00 of the proceeds of such sale to pay down the
principal balance of the Term Loan (the “Paydown”); and
WHEREAS,
subject to the Lenders’ receipt of the Paydown, Lenders, Borrower, and
Guarantors desire to amend the Credit Agreement and the Loan Documents to change
the amortization schedule of the Term Loan, all as more particularly set forth
in this Amendment;
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants,
agreements and promises contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows (capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Credit Agreement):
1. Amendment of Credit
Agreement. Upon the Lenders’ receipt of the Paydown, Section
2.1(b)(ii) of the Credit Agreement shall be and hereby is deleted in its
entirety and replaced with the following new Section 2.1(b)(ii):
“(ii) The
Borrower shall repay the principal amount of the Term Loan in consecutive
quarterly installments due on the last business day of March, June, September,
and December of each year, with no installment being due in September 2008, but
with installments thereafter continuing on each quarterly installment date with
payments on each such date in the amount of $810,000.00, and with a final
installment of all remaining principal (i.e., approximately $834,000.00), and
accrued and unpaid interest, due on November 4, 2009.”
2. 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.
3. Representations and
Warranties. Borrower and each Guarantor hereby makes,
confirms, reasserts, and restates all of the representations and warranties of
the Borrower and the Guarantors under the Credit Agreement and each of the Loan
Documents, all as of the date hereof.
4. Affirmative
Covenants. Borrower and each Guarantor hereby makes, confirms,
reasserts, and restates all of the Affirmative Covenants of the Borrower and the
Guarantors as set forth in the Credit Agreement and each of the Loan Documents,
as amended hereby, all as of the date hereof.
5. Negative
Covenants. Borrower and each Guarantor hereby makes confirms,
reasserts, and restates all of the Negative Covenants of the Borrower and the
Guarantors as set forth in the Credit Agreement and each of the Loan Documents,
all as of the date hereof.
6. No Other
Modifications. Except as specifically modified or amended
herein or hereby, all of the terms and conditions of each of the Revolving Loan,
the Term Loan, the Swing Line Loan, the Credit 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.
7. Costs and Expenses of
Administrative Agent. The Borrower agrees to reimburse the
Administrative Agent for all reasonable costs, expenses, and fees, including
attorneys' fees, associated with the documentation of this
Amendment. Borrower consents to the Administrative Agent charging
Borrower's Revolving Loan account for all such costs, expenses and
fees.
8. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall
collectively and separately constitute one agreement.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment all as
of the Effective Date.
BORROWER &
GUARANTORS:
PRESSTEK, INC.
LASERTEL
INC.
PRECISION
LITHOGRAINING CORP.
PRECISION
ACQUISITION CORP.
SDK
REALTY CORP.
ABD
INTERNATIONAL, INC.
PRESSTEK
CAPITAL CORP.
PRESSTEK
OVERSEAS CORP.
ABD
CANADA HOLDINGS, INC.
PRESSTEK
NEW YORK, INC.
By:_/s/ Xxxxxxx X.
Cook____
Witness Xxxxxxx X.
Xxxx
|
|
Senior
Vice President and Chief Financial Officer of each such
corporation
|
ADMINISTRATIVE AGENT:
RBS CITIZENS NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X.
Xxxxxxxx
Witness Xxxxxxx
X. Xxxxxxxx
Senior
Vice President
DOCUMENTATION AGENT:
KEYBANK NATIONAL
ASSOCIATION
By:/s/ Xxxx X.
Xxxxxxxxxx
Witness Xxxx X.
Xxxxxxxxxx
Senior Vice President
LENDERS:
RBS CITIZENS NATIONAL
ASSOCIATION
By: /s/ Xxxxxxx X.
Xxxxxxxx
Witness Xxxxxxx X.
Xxxxxxxx
Senior Vice President
KEYBANK NATIONAL
ASSOCIATION
By: /s/ Xxxx X.
Xxxxxxxxxx
Witness Xxxx X.
Xxxxxxxxxx
Senior
Vice President
TD BANK, N.A.
By:/s/ Xxxx
Xxxxxxx
Witness Xxxx
Xxxxxxx
Senior
Vice President
