EX-10.17
AMENDMENT NO. 11
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 11 ("Amendment") is entered into as of May ___,
1998, by and among GENERAL BEARING CORPORATION ("General Bearing"), a Delaware
corporation, HYATT RAILWAY PRODUCTS CORP. ("Hyatt"), a New York corporation,
each having its principal place of business at 00 Xxxx Xxxxxx, Xxxx Xxxxx, Xxx
Xxxx (General Bearing and Hyatt each a "Borrower" and jointly and severally
referred to as "Borrowers") and BNY FINANCIAL CORPORATION having its principal
place of business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Lender").
BACKGROUND
Borrowers and Lender are parties to a Loan and Security Agreement
dated as of December 20, 1993, as amended by (i) Amendment No. 1 to Loan and
Security Agreement dated as of April ___, 1994, (ii) Amendment No.2 to Loan and
Security Agreement dated as of May 31, 1994, (iii) Amendment No.3 to Loan and
Security Agreement dated as of November 14, 1994, (iv) Amendment No.4 to Loan
and Security Agreement dated as of June 19, 1995, (v) Amendment No.5 to Loan and
Security Agreement dated as of March 1, 1996, (vi) Waiver and Amendment No.6 to
Loan and Security Agreement dated as of March 22, 1996, (vii) Waiver and
Amendment No.7 to Loan and Security Agreement dated as of September 25, 1996,
(viii) Amendment No.8 to Loan and Security Agreement dated as of October 31,
1996, (ix) a Letter Agreement dated March 7, 1997, (x) Amendment No.9 to Loan
and Security Agreement dated as of June ___, 1997, (xi) a Letter Amendment dated
July 27, 1997, (xii) Waiver and Amendment No.10 dated as of March 20, 1998 and
(xiii) a Letter Agreement dated April 7, 1998 (as may be further amended,
restated, supplemented or otherwise modified from time to time, the "Loan
Agreement") pursuant to which Lender provided Borrowers with certain financial
accommodations.
Borrowers have requested that Lender amend certain financial
covenants contained in the Loan Agreement and Lender is willing to do so on the
terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by
Lender, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:
2.1 Section 1(A) is amended by amending the defined term
"Permitted Liens" as follows:
(a) the word "and" immediately before "(v)" is deleted and
replaced with a comma; and
(b) the following language is added at the end thereof: "and
(vi) liens granted to MetLife Capital Corporation on
fixed assets hereafter acquired to secure a portion of
the portion of the purchase price thereof, provided that
(x) any such lien shall not encumber any other property
of any Borrower and (y) the aggregate amount of
Indebtedness secured by such Liens shall not exceed
$1,100,000."
2.2 Section 2(o) is amended in its entirety to read as follows:
"(o) Term Loan. Subject to the terms and conditions of this
Agreement, Lender will make a Term Loan to Borrowers in the sum of
$1,560,000. The Term Loan shall be advanced on the Effective Date
and shall be, with respect to principal, payable as follows, subject
to acceleration upon the occurrence of an Event of Default under
this Agreement or termination of this Agreement: equal monthly
installments of $18,570.00 each commencing on July 1, 1995 and
payable on the first day of each month thereafter with the unpaid
principal amount of the Term Loan plus all accrued interest payable
on April 7, 2000. The Term Loan shall be evidenced by and subject to
the terms and conditions set forth in the secured promissory note
("Term Note") in substantially the form attached hereto as Exhibit
2(o). The Term Loan may be prepaid, in whole or in part, at the
option of Borrowers but only (i) with the proceeds of Equipment and
of General Intangibles relating to Equipment and/or (ii) except as
specifically provided in the foregoing subsection (i), from a source
other than the proceeds of Collateral. All prepayments shall be
applied to installments of the Term Loan in the inverse order of the
maturities thereof."
2.3 Section 12(m)(i) is amended in its entirety to provide as
follows:
"(i) create, incur, assume or suffer to exist any indebtedness
(exclusive of trade debt) whether secured or unsecured other than
(x) Borrower's indebtedness to Lender; (y) Borrower's indebtedness
to MetLife Capital Corporation not to exceed $1,100,000 at any time
outstanding; and (z) as set forth on Schedule 12(m) attached hereto
and made a part hereof;"
2.4 Section 12(n) is amended in its entirety to provide as
follows:
"(n) it shall not permit Tangible Net Worth at the end of each
fiscal quarter set forth below to be less than the amount set
opposite such fiscal quarter end:
Fiscal Quarter End Tangible Net Worth
------------------ ------------------
March 31, 1998 $16,100,000
June 30, 1998 $16,400,000
September 30, 1998 $17,000,000
December 31, 1998 $18,000,000
and each fiscal quarter end thereafter "
2.5 Section 12(p) is amended in its entirety to provide as
follows:
"(p) it will not make capital expenditures in any fiscal year
which, when aggregated with capital expenditures for all other
Borrowers, would exceed $2,200,000 for each fiscal year of Borrower
ending on or prior to December 31, 1999 and $1,000,000 for each
fiscal year thereafter;"
2.6 Section 12(r) is amended in its entirety to provide as
follows:
"(r) it shall not permit the ratio of Current Assets to
Current Liabilities at the end of each fiscal quarter to be less
than 1.25 to 1.00."
3. Conditions of Effectiveness. This Amendment shall become
effective when Lender shall have received this Amendment executed by each
Borrower and consented and agreed to by each of Xxxxx Xxxxxxx, Xxxxx Industries,
Ltd. and General Bearing and Hyatt as guarantors and World Machinery Company as
subordinated lender.
4. Representations and Warranties. Each borrower hereby represents
and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of each Borrower and
are enforceable against each Borrower in accordance with their
respective terms.
(b) Upon the effectiveness of this Amendment, each Borrower
hereby reaffirms all covenants, representations and warranties made
in the Loan Agreement to the extent the same are not amended hereby
and agrees that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date of this
Amendment.
(c) No Event of Default has occurred and is continuing or
would exist after giving effect to this Amendment.
(d) No Borrower has any defense, counterclaim or offset with
respect to the Loan Agreement.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to
the Loan Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and
effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or
remedy of Lender, nor constitute a waiver of any provision of the
Loan Agreement, or any other documents, instruments or agreements
executed and/or delivered under or in connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State
of New York.
7. Headings. Section headings in the Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first written above.
GENERAL BEARING CORPORATION
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
SIGNATURES CONTINUED ON NEXT PAGE
HYATT RAILWAY PRODUCTS CORP.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
BNY FINANCIAL CORPORATION
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
CONSENTED AND AGREED TO:
FISCO INDUSTRIES, LTD., as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
GENERAL BEARING CORPORATION, as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
HYATT RAILWAY PRODUCTS CORP., as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
__________________________________________
Xxxxx Xxxxxxx, Limited Guarantor
WORLD MACHINERY COMPANY,
as subordinated lender
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
