Exhibit 10.32
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EIGHTH AMENDMENT TO
LINE OF CREDIT NOTE AND LOAN AGREEMENT
(LINE OF CREDIT)
Paragon Technologies, Inc.
000 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxxxxxxx 00000
Ermanco Incorporated
0000 Xxxxx Xxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
(Individually and collectively "Borrower")
Wachovia Bank, National Association
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000
(Hereinafter referred to as "Bank")
THIS EIGHTH AMENDMENT TO LINE OF CREDIT NOTE AND LOAN AGREEMENT is
entered into as of June 5, 2003 by and between Bank and Borrower.
RECITALS
Bank is the holder of a Line of Credit executed and delivered by
Borrower, dated September 30, 1999, in the original principal amount of
$6,000,000.00 (as amended, the "Note"); and certain other loan documents,
including without limitation, a Loan Agreement, dated September 30, 1999 (as
amended, the "Loan Agreement").
Borrower and Bank have agreed to modify the terms of the Note and the
Loan Agreement.
In consideration of Bank's continued extension of credit and the
agreements contained herein, the parties agree as follows:
AGREEMENT
ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent Commercial
Loan Invoice sent to Borrower with respect to the Obligations under the Note is
correct. MODIFICATIONS.
1. The term of the Note and the Loan Agreement are hereby changed to June
30, 2004.
2. The Loan Agreement is hereby modified to define the "Borrowing Base" as
follows:
"Borrowing Base" means (a) 80% of the net amount of Eligible Accounts,
plus (b) 40% of the value of Eligible Inventory, plus (c) 100% of the
Orderly Liquidation Value of Equipment, unencumbered by any liens other
than in favor of Bank, minus (d) the unpaid principal balance of Term
Loan B.
"Eligible Account" means an account receivable not more than 90 days
from the date of the original invoice that arises in the ordinary
course of Borrower's business and meets the following eligibility
requirements: (a) the sale of goods or services reflected in such
account is final and such goods and services have been delivered or
provided and accepted by the account debtor and payment for such is
owing; (b) the invoices comprising an account are not subject to any
claims, returns or disputes of any kind; (c) the account debtor is not
insolvent; (d) the account debtor has its principal place of business
in the United States; (e) with the exception of SI/XXXXX (to the extent
of $350,000.00), the account debtor is not an Affiliate of Borrower and
is not a supplier to Borrower and the account is not otherwise exposed
to risk of set-off; (f) not more than thirty percent of the original
invoices owing Borrower by the account debtor are more than 90 days
from the date of the original invoice; (g) the account is not subject
to any lien prior to the lien of Bank; and (h) the account does not
arise from any contract or agreement with the United States of America
or any agencies or representatives thereof unless Bank has obtained
full compliance to its complete satisfaction with all provisions
necessary to protect Bank's interests under The Assignment of Claims
Act of 1940, as amended, or any successor statute and all regulations
promulgated thereunder and all other federal procurement laws and
regulations. "Eligible Account" may include an account secured by a
letter of credit issued by a financial institution acceptable to Bank.
3. The Loan Agreement is hereby modified by amending the provision
regarding Funds Flow Coverage Ratio as follows:
Funds Flow Coverage Ratio. Borrower shall, for the quarter ending June
30, 2003, and thereafter maintain a Funds Flow Coverage Ratio of not
less than 1.25 to 1.00, measured quarterly. "Funds Flow Coverage Ratio"
shall mean the sum of quarterly earnings (excluding earnings attributed
to SI/Xxxxx) before interest expense, taxes, depreciation,
amortization, and extraordinary gains as defined in generally accepted
accounting principles, plus quarterly dividends distributed by SI/Xxxxx
and paid to Borrower divided by the sum of the current maturity of long
term debt plus interest expense due and payable for the subject
quarter.
4. The Loan Agreement is hereby modified by amending the provision
regarding Minimum Liquidity as follows:
Minimum Liquidity. Borrower shall, at all times, maintain not less than
$2,000,000.00 in cash, measured at quarters end, excluding any cash of
Borrower held as collateral by Bank for Term Loan A under the Security
Agreement of even date.
5. The Loan Agreement is hereby modified by amending the provision
regarding the Subordinated Debt as follows:
Subordinated Debt. At any time, Borrower may prepay indebtedness to
former shareholders of Ermanco Incorporated (the "Subordinated Debt")
so long as the outstanding principal amount of the Subordinated Debt is
not less than $2,000,000.00. Beginning with the quarter ending June 30,
2003, and thereafter, Borrower may make cash payments of interest only
on the Subordinated Debt provided that (i) Borrower is in full
compliance with all Financial Covenants as set forth herein, including
without limitation, the Funds Flow Coverage Ratio set forth herein, and
(ii) said payments do not cause to exist any condition or event which
constitutes a Default (as defined in the Loan Documents) or any event
which, upon the giving of notice or lapse of time or both, may become a
Default. At any time after payment in full of the obligations under
that Promissory
2
Note (Term Loan B) executed contemporaneously herewith, Borrower may
prepay all amounts of Subordinated Debt then or thereafter outstanding.
6. The Loan Agreement is hereby modified by amending the provision
regarding the Financial Covenants by adding the following sentence:
Upon payment in full of the obligations under that Promissory Note
(Term Loan B) executed contemporaneously herewith, all of the Financial
Covenants as set forth herein (with the exception of the "Deposit
Relationship" requirement) shall terminate.
7. The Loan Agreement is hereby modified by amending the provision
regarding the Limitation on Debt as follows:
Limitation on Debt. Borrower shall not, directly or indirectly, create,
incur, assume or become liable for any additional indebtedness, whether
contingent or direct, if giving effect to such additional debt on a pro
forma basis causes the aggregate amount of Borrower's debt to exceed
$400,000.00, excluding (a) obligations to Bank, and (b) Subordinated
Debt payable to the former shareholders of Ermanco Incorporated, which
shall not exceed $3,000,000.00 in the aggregate.
8. Attached hereto as Exhibit "A" is a revised Compliance Certificate
which is hereby substituted for the prior Compliance Certificate in its
place and stead.
9. Attached hereto as Exhibit "B" is a revised Certificate of Borrowing
Base which is hereby substituted for the prior Certificate of Borrowing
Base in its place and stead.
IN WITNESS WHEREOF, Borrower and Bank, on the day and year first written above,
have caused this Agreement to be executed under seal.
PARAGON TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx (SEAL)
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Xxxxxxx X. Xxxxxxx, President
ERMANCO INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx (SEAL)
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Name: Xxxxxx X. Xxxxxxxx, Treasurer
Title: Treasurer
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxx (SEAL)
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Xxxxx Xxxx, Vice President
3
Exhibit A
Quarterly Compliance Certificate
Borrowers: Paragon Technologies, Inc. and Ermanco Incorporated
Account#______________
Wachovia Bank, National Association No. ________________
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000 Date________________
I hereby certify that as of ___________ (the "effective date"), the Borrowers
are in full and complete compliance with all terms, conditions and covenants
contained in that certain Loan Agreement dated September 30, 1999, as amended,
between First Union National Bank, now Wachovia Bank, National Association and
the Borrowers and all Loan Documents as referenced therein, including without
limitation, the following financial covenants:
1. Funds Flow Coverage Ratio for the subject quarter is _________ to 1.00, calculated as follows:
Quarterly earnings before interest expense, taxes, depreciation, amortization
and extraordinary gains (as defined by generally accepted accounting
principles) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
Minus quarterly earnings attributed to SI/XXXXX . . . . . . . . . . . . . . . . . . . $
--------------
Plus quarterly dividends distributed by SI/XXXXX . . . . . . . . . . . . . . . . . . $
--------------
(a) Total . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
Current maturity of long-term debt due and payable for subject quarter . . . . . . . $
--------------
Quarterly interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(b) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(a) Divided by (b) = ________ to 1.00 [not less than 1.25 to 1.00]
2. Total Liabilities to Net Worth Ratio is ________ to 1.00, calculated as follows:
(a) Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(b) Total Liabilities (excluding subordinated debt) . . . . . . . . . . . . . . . . . . . $
--------------
(c) Net Worth (a less b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
Total Liabilities (excluding subordinated debt) to Net Worth Ratio (b divided by c) is __________ to 1.00
[must be not more than 1.75 to 1.00]
3. Current Ratio is __________ to 1.00, calculated as follows:
(a) Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(b) Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(a) Divided by (b) = ________ to 1.00 [must be not less than 1.20 to 1.00]
4. Borrower's Aggregate Debt
Borrower's Outstanding Debt (List)
Obligations to Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
Obligations to Other Institutional Lenders . . . . . . . . . . . . . . . . . . . . . $
--------------
Obligations to Shareholders, Subsidiaries and Other Affiliates . . . . . . . . . . . $
--------------
Capital Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(a) Total Outstanding Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
Bank Obligations ($___________)
Subordinated Notes to former Ermanco shareholders ($__________)
[not to exceed $3,000,000.00]
(b) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
--------------
(a) minus (b) = $________________
[not to exceed $400,000.00]
5. Minimum Liquidity is $_________________ [must not be less than
$2,000,000.00, excluding cash collateral maintained for Term Loan A]
I hereby certify to the best of the undersigned's knowledge, information, and
belief, this above financial information, as derived from each Borrowers'
accounting records, as true and correct in all material respects, and that no
material adverse change in the financial condition of either Borrower has
occurred since the effective date of this certification.
PARAGON TECHNOLOGIES, INC.
By:______________________________________
Name:____________________________________
Title:___________________________________
EXHIBIT B
Monthly Certificate of Borrowing Base
Borrowers: Paragon Technologies, Inc. and Ermanco Incorporated
Account # ___________________
Wachovia Bank, National Association No.____________________________
000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx 00000 Date___________________________
I hereby certify that as of _____________ (the "effective date") the following
accounts receivable, inventory and equipment were pledged as collateral for
our loan:
1) Total Accounts Receivable.................................................................... $
---------------
Less: Unqualified Accounts Receivable (List)
Agings over 90 days............................................$
---------------
Accounts with 30% or more of balance over 90 days past due.....
---------------
Foreign Debtor (excluding those secured by Letter of Credit)...
---------------
Affiliates (excluding SI/XXXXX [not to exceed $350,000]).......
---------------
Government Contracts (excepting compliance with Assignment
of Claims Act)............................................
---------------
Other..........................................................
---------------
2) Total Unqualified Receivables............................................... $
---------------
3) Qualified Accounts Receivable...............................................
---------------
Advance Rate 80%
---------------
4) Loan Available on Accounts Receivable........................................................ $
---------------
5) Total Raw Material Inventory................................................
---------------
Total WIP Inventory.........................................................
---------------
Total Finished Goods Inventory..............................................
---------------
Less: Unqualified Inventory (List).................................
----------------
Unmerchantable/Obsolete......................................
----------------
Other........................................................
----------------
6) Total Unqualified Inventory.................................................
---------------
7) Qualified Inventory......................................................... $
---------------
Advance Rate 40%
---------------
8) Loan Available on Inventory.................................................................. $
---------------
9) Total Equipment Inventory.................................................................... $
---------------
Less: Unqualified Equipment (List).................................
----------------
10) Qualified Equipment.......................................................... $
---------------
11) 100% of Orderly Liquidation Value of Equipment............................................... $
---------------
12) Total Loan Available as per Collateral.......................................................
---------------
13) Total Line of Credit Outstanding.............................................................
---------------
14) Total Term Loan "B" Outstanding..............................................................
---------------
15) Increase Available (12 less 13 and 14) (or Increase Requested $___________)..................
---------------
Payment Due and Enclosed Excess Collateral .............................................
--------------------- ---------------
**The total of items 13 and 15 is not to exceed the $1,000,000.00 line
of credit.
I hereby certify to the best of the undersigned's knowledge, information, and
belief, this above financial information, as derived from each Borrower's
accounting records, as true and correct in all material respects, and that no
material adverse change in the financial condition of either Borrower has
occurred since the date of this certification.
Paragon Technologies, Inc.
By:
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Name:
Title:
