CERTIFIED COPY OF RESOLUTION DULY ADOPTED BY THE
BOARD OF DIRECTORS OF MILTOPE BUSINESS PRODUCTS, INC.
AT A MEETING HELD FEBRUARY 6th, 1997
**********
BE IT RESOLVED that the officers of the Company are
hereby authorized to execute and deliver an Amendment
No. 2 to Loan Agreement amending the Company's Loan
Agreement dated July 27, 1994 with Regions Bank
(formerly First Alabama Bank) to modify one of the
financial covenants contained therein as set forth in
form of Amendment No. 2 to Loan Agreement presented to
the meeting, a copy of which shall be filed with the
minutes of this meeting.
BE IT FURTHER RESOLVED that the officers of the Company
are hereby authorized to execute and deliver a Consent
to the execution and delivery by Miltope Corporation of
Amendment No. 1 to Credit Agreement amending Miltope
Corporation Credit Agreement dated January 1, 1995 with
Regions Bank (formerly First Alabama Bank) in
substantially the form of Consent presented to the
meeting, a copy of which Consent and related Amendment
No. 1 to Credit Agreement shall be filed with the
minutes of this meeting.
**********
I, the undersigned Secretary of Miltope Business Products,
Inc. hereby certify the above constitutes a true and correct copy
of resolutions adopted at a meeting of the Board of Directors of
the Company held on February 6th, 1997 and that the same have
not in any way been modified or rescinded, but are in full force
and effect.
Dated this 6th day of February, 1997.
/s/ Xxxxxx X. Xxxxxxx
-----------------------------
Secretary of Miltope Business
Products, Inc.
AMENDMENT NO. 2 TO LOAN AGREEMENT
WHEREAS, Regions Bank (formerly, First Alabama Bank), a
state banking corporation organized under the laws of the State
of Alabama (the "Lender") and Miltope Corporation, a corporation
formerly organized under the laws of the State of New York and
Miltope Business Products, Inc., a corporation organized under
the laws of the State of New York (collectively the "Borrowers")
did heretofore enter into a Loan Agreement dated July 27, 1994
(the "Loan Agreement"); and
WHEREAS, the Loan Agreement has heretofore been amended by
Amendment to Loan Agreement dated October 3, 1994; and
WHEREAS, Miltope Corporation has changed its state of
organization to the State of Alabama; and
WHEREAS, the parties thereto wish to further amend said Loan
Agreement as herein provided.
NOW, THEREFORE, for value received and in consideration of
the premises, it is hereby agreed that the financial covenant of
the Borrowers contained in Section 7.1(h)(iii) of the Loan
Agreement is amended by striking Section 7. 1 (h) (iii) of the
Loan Agreement and substituting therefor the following:
"Section 7. 1 (h)
(iii) The Borrowers shall have a minimum net
worth of not less than $17,200,000 at fiscal year end
December 31, 1996. Thereafter, Borrowers shall have a
minimum net worth at the end of each successive fiscal
year equal to $17,200,000 plus 50% of net earnings of
Borrowers for all prior fiscal years commencing on or
after January 1, 1997, without reduction for negative
earnings."
Except as hereby modified, all of the terms and conditions
of the Loan Agreement, as previously amended, are hereby ratified
and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Amendment No. 2 to Loan Agreement as of the 6th
day of February, 1997.
REGIONS BANK
(formerly First Alabama Bank)
By: /s/ L.O. Xxxxxx Xx.
----------------------------------------
Its Executive Officer - Commercial Loans
ATTEST:
/s/ Xxx Xxxxx
-------------------------
Its Senior Vice President
MILTOPE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Its President
ATTEST:
/s/ Xxxxxx X. Xxxxxxx
---------------------
Its Secretary
MILTOPE BUSINESS PRODUCTS,INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Its President
ATTEST:
/s/ Xxxxxx X. Xxxxxxx
---------------------
Its Secretary
CONSENT OF GUARANTOR
The undersigned Miltope Group, Inc., a Delaware corporation
and a guarantor of the obligations of the Borrowers under the
above-referenced Loan Agreement hereby consents to the Amendment
No. 2 to Loan Agreement set forth above, votes its stock in the
Borrowers in favor of the above set forth amendment, and
acknowledges and agrees that its Guaranty Agreement dated July
27, 1994 in favor of Regions Bank (formerly First Alabama Bank)
remains in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this
instrument to be executed by its duly authorized officers this
6th day of February, 1997.
MILTOPE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Its President
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
---------------------
Its Secretary
AMENDMENT NO. 1 TO CREDIT AGREEMENT
WHEREAS, Regions Bank (formerly, First Alabama Bank), a
state banking corporation organized under the laws of the State
of Alabama (the "Lender") and Miltope Corporation, a corporation
organized under the laws of the State of Alabama (the "Company")
did heretofore enter into a Credit Agreement dated January 1,
1995 (the "Credit Agreement"); and
WHEREAS, the parties thereto wish to amend said Credit
Agreement as herein provided.
NOW, THEREFORE, for value received and in consideration of
the premises, it is hereby agreed the financial covenant of the
Company contained in Section 4.07(iii) of the Credit Agreement is
amended by striking Section 4.07(iii) of the Credit Agreement and
substituting therefor the following:
"Section 4.07
(iii) The Company shall have a minimum net
worth of not less than $17,200,000 at fiscal year end
December 31, 1996. Thereafter the Company shall have a
minimum net worth at the end of each successive fiscal
year equal to $17,200,000 plus 50% of net earnings of
the Company for all prior fiscal years commencing on or
after January 1, 1997, without reduction for net after-
tax losses for any such year."
Except as hereby modified, all of the terms and conditions
of the Credit Agreement are hereby ratified and remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned have executed and
delivered this Amendment No. 1 to Credit Agreement as of the 6th
day of February, 1997.
REGIONS BANK
(formerly FIRST ALABAMA BANK)
By: /s/ L. O. Xxxxxx Xx.
----------------------------------------
Its Executive Officer - Commercial Loans
ATTEST:
/s/ Xxx Xxxxx
-------------------------
Its Senior Vice President
MILTOPE CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Its President
ATTEST:
/s/ Xxxxxx X. Xxxxxxx
---------------------
Its Secretary
CONSENT OF MILTOPE GROUP, INC.
The undersigned Miltope Group, Inc., a Delaware corporation
and a guarantor of the obligations of the Company under the above-
referenced Credit Agreement hereby consents to the Amendment No.
1 to Credit Agreement set forth above, votes its stock in the
Company in favor of the above set forth amendment, and
acknowledges and agrees that its Guaranty Agreement dated January
12, 1995 in favor of Regions Bank (formerly First Alabama Bank)
remains in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this
instrument to be executed by its duly authorized officers this
6th day of February, 1997.
MILTOPE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Its President
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
---------------------
Its Secretary
CONSENT OF MILTOPE BUSINESS PRODUCTS, INC.
The undersigned Miltope Business Products, Inc., a New York
corporation and a guarantor of the obligations of the Company
under the above-referenced Credit Agreement hereby consents to
the Amendment No.1 to Credit Agreement set forth above and
acknowledges and agrees that its Guaranty Agreement dated January
12, 1995 in favor of Regions Bank (formerly First Alabama Bank)
remains in full force and effect.
IN WITNESS WHEREOF, the undersigned has caused this
instrument to be executed by its duly authorized officers this
6th day of February, 1997.
MILTOPE BUSINESS PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Its President
ATTEST:
/s/ Xxxxxx X. Xxxxxxx
---------------------
Its Secretary
