EXHIBIT 10.16
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment to Loan and Security Agreement ("Amendment")
dated as of March 31,1998 by and among FLEET CAPITAL CORPORATION
("Lender"), a Rhode Island corporation with an office at 000
Xxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxx 00000; and
RHEOMETRIC SCIENTIFIC, INC. ("Borrower"), a New Jersey
corporation with its chief executive office and principal place
of business at Xxx Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
B A C K G R O U N D
A. On February 23, 1996, Lender entered into a Loan and
Security Agreement (as amended to date, the "Loan Agreement")
with Borrower, the terms of which are incorporated herein by
reference, and, in connection therewith, Borrower executed and
delivered certain other documents and instruments (together with
the Loan Agreement, the "Loan Documents").
B. The parties desire to amend the Loan Agreement in the
manner hereinafter set forth.
C. Capitalized terms used herein which are not defined
herein shall have the meanings given thereto in the Loan
Agreement.
D. All amendments effected hereby are, unless otherwise
stated herein to the contrary, effective as of the date hereof.
NOW THEREFORE, intending to be legally bound, the parties
agree as follows:
1. Reduction of Facility Limit, Inventory Sublimit.
a. Facility Limit. Commencing on the opening of
business on April 1, 1998 and on the opening of business on
Wednesday (or, if not a Business Day, on the first Business Day
thereafter) of each consecutive week thereafter, the Facility
Limit will decrease by $25,000.
b. Inventory Sublimit. Commencing on the opening of
business on April 1, 1998 and on the opening of business on
Wednesday (or, if not a Business Day, on the first Business Day
thereafter) of each consecutive week thereafter, the "$6,000,000"
referred to in subsection (b)(ii)(A) of the definition of
"Borrowing Base" set forth in the Loan Agreement will decrease by
$25,000.
2. Covenant Modifications. The following provisions of
the Loan Agreement are hereby modified as follows:
(1) Effective as of January 1,1998, Subsection (A)
of Section 9.3 of the Loan Agreement is hereby deleted and
Subsections (B), (C) and (D) of Section 9.3 of the Loan Agreement
are hereby amended and restated in their entirety as follows:
"(B) Minimum Adjusted Tangible Net Worth.
Maintain on a consolidated basis at all times an Adjusted
Tangible Net Worth of not less than the amount shown below for
the period corresponding thereto:
Period
Amount
As of 3/31/98
$ 5,750,000
As of 6/30/98
$ 6,500,000
As of 9/30/98
$ 6,500,000
As of 12/31/98 and at
all times thereafter $ 7,500,000
(C) Cash Flow. Achieve Cash Flow of not
less than the amount shown below for the period corresponding
thereto:
Period
Amount
The three months ending March 31, 1998 <$ 500,000>
The six months ending June 30, 1998 $ 500,000
The nine months ending September 30, 1998 $ 500,000
The twelve months ending December 31, 1998
and for the twelve months ending on
the last day of each subsequent month $1,000,000
(D) Consolidated Cash Flow. Achieve
Consolidated Cash Flow of not less than the amount shown below
for the period corresponding thereto:
Period
Amount
The three months ending March 31, 1998 <$ 500,000>
The six months ending June 30, 1998 $ 500,000
The nine months ending September 30, 1998 $ 500,000
The twelve months ending December 31, 1998
and for the twelve months ending on
the last day of each subsequent month $1,000,000."
(2) Effective as of January 1, 1998, the
definition of "Adjusted Tangible Net Worth" is hereby modified in
order to delete subsection (iii) thereof in its entirety.
(3) Lender hereby waives any Default or Event of
Default arising from noncompliance by Borrower as of December 31,
1997 with the covenants set forth in Subsections (B), (C) and (D)
of Section 9.3 of the Loan Agreement as in effect prior to the
amendment thereof pursuant to the forgoing.
3. Conditions. As a condition to the effectiveness of the
other terms and provisions hereof, Borrower will, prior to or
concurrently with the execution hereof, pay to Lender an
amendment fee in the amount of $10,000.
4. Reimbursement of Expense. Borrower shall, upon
Lender's demand, reimburse Lender for all reasonable costs and
expenses (including, without limitation, reasonable attorneys'
fees) incurred by Lender in the negotiation and preparation of
this Amendment.
5. Reaffirmation. Borrower hereby confirms that except to
the extent set forth above, the Loan Agreement and other Loan
Documents will remain unchanged and in full force and affect and
Borrower hereby ratifies and reaffirms all of its obligations
thereunder and agrees that all Collateral, liens, and security
interests at any time granted by Borrower to Lender shall
continue unimpaired and in full force and effect and shall
continue to cover and secure all Obligations. In consideration
of Lender's undertakings herein, Borrower hereby releases,
remises and forever discharges (and agrees never to assert,
defend or counterclaim against) Lender, its agents,
representatives, employees, successors and assigns, whether such
persons are known or unknown, from all actions, suits, claims,
covenants, judgments, liabilities, rights, setoffs, demands and
defenses of every kind and nature whether now known or unknown or
now or hereafter existing or arising, at law or in equity, which
Borrower now has, arising from or related to any act or omission
by Lender or any such agents, representatives, employees,
successors or assigns through the date hereof in connection with
the consideration, negotiation, consummation, administration
and/or enforcement of the Loans and/or the Loan Documents,
including this Amendment.
6. Counterparts. This Amendment may be executed in any
number of counterparts, each of which so executed shall be deemed
to be an original, and such counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their duly authorized
officers as of the day and year first above written.
ATTEST: RHEOMETRIC SCIENTIFIC, INC.
/s/ Xxxxxxx Bilt By: /s/ Xxxxxx Xxxxxxx
_______________________ ______________________
Vice President Title: V.P. Finance
___________________
ATTEST: FLEET CAPITAL CORPORATION
("Lender")
/s/Xxxx Xxxxxxxxx
______________________ By:/s/ Xxxx X. Xxxxxxxxx
Asst. Secretary xxxx Xxxxxxxxx ____________________
Title: V.P.
________________
