Exhibit 10.30.2
September 26, 2003
Allied HealthCare Products, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
RE: SECOND AMENDMENT
Gentlemen:
ALLIED HEALTHCARE PRODUCTS, INC., a Delaware corporation ("BORROWER") and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("LENDER")
have entered into that certain Loan and Security Agreement dated April 24, 2002
(the "SECURITY AGREEMENT"). From time to time thereafter, Borrower and Lender
may have executed various amendments (each an "AMENDMENT" and collectively the
"AMENDMENTS") to the Security Agreement (the Security Agreement and the
Amendments hereinafter are referred to, collectively, as the "AGREEMENT").
Borrower and Lender now desire to further amend the Agreement as provided
herein, subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. The Agreement hereby is amended as follows:
(A) Section 1 of the Agreement with the definitions entitled "COLLATERAL",
and "EXCLUDED REAL PROPERTY COLLATERAL" are deleted in their entirety and the
following is substituted in their place:
"COLLATERAL" shall mean all of the property of Borrower described in
Section 5 hereof, together with all other real or personal property of any
Obligor or any other Person now or hereafter pledged to Lender to secure,
either directly or indirectly, repayment of any of the Liabilities,
including the Real Property Collateral.
ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 2
"REAL PROPERTY COLLATERAL" Shall mean any and all real property or other
property described in and securing Borrower's obligations under the Real
Estate Loan Agreement.
(B) Subsection 2(a) of the Agreement is deleted in its entirety and the
following is substituted in its place:
(B) REVOLVING LOANS.
Subject to the terms and conditions of this Agreement and the Other
Agreements, during the Original Term and any Renewal Term, Lender
shall, absent the occurrence of an Event of Default, make revolving
loans and advances (the "REVOLVING LOANS") in an amount up to the sum
of the following sublimits (the "REVOLVING LOAN LIMIT"):
(i) Up to eighty percent (80%) of the face amount (less the maximum
discounts, credits and allowances which may be taken by or granted to
Account Debtors in connection therewith in the ordinary course of
Borrower's business) of Borrower's Eligible Accounts; plus
(ii) Up to fifty percent (50%) of the lower of the cost or market value of
Borrower's Eligible Inventory or Seven Million and No/100 Dollars
($7,000,000.00), whichever is less; minus
(iii)Such reserves as Lender elects, in its reasonable discretion,
exercised in good faith, to establish from time to time, including,
without limitation, a reserve with respect to Interest Rate Protection
Agreement Obligations;
provided, that the Revolving Loan Limit shall in no event exceed Fifteen
Million and No/100 Dollars ($15,000,000.00) (the "MAXIMUM REVOLVING LOAN
LIMIT") except as such amount may be decreased
ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 3
by Lender following the occurrence of an Event of Default.
The aggregate unpaid principal balance of the Revolving Loans shall not at
any time exceed the lesser of the (i) Revolving Loan Limit minus the Letter
of Credit Obligations and (ii) the Maximum Revolving Loan Limit minus the
Letter of Credit Obligations. If at any time the outstanding Revolving
Loans exceeds either the Revolving Loan Limit or the Maximum Revolving Loan
Limit, in each case minus the Letter of Credit Obligations, or any portion
of the Revolving Loans and Letter of Credit Obligations exceeds any
applicable sublimit within the Revolving Loan Limit, Borrower shall
immediately, and without the necessity of demand by Lender, pay to Lender
such amount as may be necessary to eliminate such excess and Lender shall
apply such payment to the Revolving Loans to eliminate such excess.
Amounts borrowed pursuant to this subsection 2(a) may be repaid by
Borrower, and, subject to the terms and conditions of this Agreement and
the Other Agreements, reborrowed at any time during the Original Term and
any Renewal Term.
Borrower hereby authorizes Lender, in its sole discretion, to charge any of
Borrower's accounts or advance Revolving Loans to make any payments of
principal, interest, fees, costs or expenses required to be made under this
Agreement or the Other Agreements.
A request for a Revolving Loan shall be made or shall be deemed to be made,
each in the following manner: Borrower shall give Lender same day notice,
no later than 10:30 A.M. (Chicago time) for such day, of its request for a
Revolving Loan as a Prime Rate Loan, and at least three (3) Business Days
prior notice of its request for a Revolving Loan as a LIBOR Rate Loan, in
which notice Borrower shall specify the amount of the proposed borrowing
and the proposed borrowing date;
ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 4
provided, however, that no such request may be made at a time when there
exists an Event of Default or an event which, with the passage of time or
giving of notice, will become an Event of Default. In the event that
Borrower maintains a controlled disbursement account at Lender, each check
presented for payment against such controlled disbursement account and any
other charge or request for payment against such controlled disbursement
account shall constitute a request for a Revolving Loan as a Prime Rate
Loan. As an accommodation to Borrower, Lender may permit telephone requests
for Revolving Loans and electronic transmittal of instructions,
authorizations, agreements or reports to Lender by Borrower. Unless
Borrower specifically directs Lender in writing not to accept or act upon
telephonic or electronic communications from Borrower, Lender shall have no
liability to Borrower for any loss or damage suffered by Borrower as a
result of Lender's honoring of any requests, execution of any instructions,
authorizations or agreements or reliance on any reports communicated to it
telephonically or electronically and purporting to have been sent to Lender
by Borrower and Lender shall have no duty to verify the origin of any such
communication or the authority of the Person sending it, except in the
event of Lender's willful misconduct or gross negligence.
Borrower hereby irrevocably authorizes Lender to disburse the proceeds of
each Revolving Loan requested by Borrower, or deemed to be requested by
Borrower, as follows: the proceeds of each Revolving Loan requested under
Section 2(a) shall be disbursed by Lender in lawful money of the United
States of America in immediately available funds, in the case of the
initial borrowing, in accordance with the terms of the written disbursement
letter from Borrower, and in the case of each subsequent borrowing, by wire
transfer or Automated Clearing House (ACH) transfer to such bank account as
may be agreed upon by Borrower
ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 5
and Lender from time to time, or elsewhere if pursuant to a written
direction from Borrower.
(C) Subsection 4(a) of the Agreement is deleted in its entirety and the
following is substituted in its place:
4. INTEREST, FEES, AND CHARGES.
(A) Each Loan shall bear interest at the rate of one percent
(1%) per annum in excess of the Prime Rate, payable on the
last Business Day of each month in arrears. Said rate of
interest shall increase or decrease by an amount equal to
each increase or decrease in the Prime Rate effective on the
effective date of each such change in the Prime Rate. Upon
the occurrence of an Event of Default, each Loan shall bear
interest at the rate of two percent (2%) per annum in excess
of the interest rate otherwise payable thereon, which
interest shall be payable on demand. All interest shall be
calculated on the basis of a 360-day year.
(D) Subsection (4)(c)(ii) of the Agreement is deleted in its entirety and
the following is substituted in its place.
(II) AMENDMENT FEE: Borrower shall pay to Lender an amendment fee of
Thirty Eight Thousand Seven Hundred Fifty and No/100 Dollars
($38,750.00), which fee shall be fully earned by Lender and
payable to Lender upon execution of this Amendment.
(E) Subsection (4)(c)(vi) of the Agreement is amended to add the following
provision:
(VI) TRANSACTION FEE: Borrower shall pay to Lender a transaction fee
of One Thousand and No/100 Dollars ($1,000.00), which fee
ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 6
shall be fully earned by Lender and payable to Lender upon
execution of this Amendment.
(F) Subsection 5(a) of the Agreement is deleted in its entirety and the
following is substituted in its place:
(A) GRANT OF SECURITY INTEREST TO LENDER.
As security for the payment of all Loans now or in the future
made by Lender to Borrower hereunder and for the payment or other
satisfaction of all other Liabilities, Borrower hereby assigns to
Lender and grants to Lender a continuing security interest in the
following property of Borrower (which shall include the Real
Property Collateral), whether now or hereafter owned, existing,
acquired or arising and wherever now or hereafter located: (a)
all Accounts (whether or not Eligible Accounts) and all Goods
whose sale, lease or other disposition by Borrower has given rise
to Accounts and have been returned to, or repossessed or stopped
in transit by, Borrower; (b) all Chattel Paper, Instruments,
Documents and General Intangibles (including, without limitation,
all patents, patent applications, trademarks, trademark
applications, trade names, trade secrets, goodwill, copyrights,
copyright applications, registrations, licenses, software,
franchises, customer lists, tax refund claims, claims against
carriers and shippers, guarantee claims, contract rights, payment
intangibles, security interests, security deposits and rights to
indemnification); (c) all Inventory (whether or not Eligible
Inventory); (d) all Goods (other than Inventory), including,
without limitation, Equipment, vehicles and Fixtures; (e) all
Investment Property; (f) all Deposit Accounts, bank accounts,
deposits and cash; (g) all Letter-of Credit Rights; (h)
Commercial Tort Claims listed on Exhibit C hereto; (i) any other
property of Borrower now or hereafter in the possession, custody
or
ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 7
control of Lender or any agent or any parent, affiliate or
subsidiary of Lender or any participant with Lender in the Loans,
for any purpose (whether for safekeeping, deposit, collection,
custody, pledge, transmission or otherwise); and (j) all
additions and accessions to, substitutions for, and replacements,
products and Proceeds of the foregoing property, including,
without limitation, proceeds of all insurance policies insuring
the foregoing property, and all of Borrower's books and records
relating to any of the foregoing and to Borrower's business.
(G) Subsection 14(b) of the Agreement is deleted in its entirety and the
following is substituted in its place:
(B) FIXED CHARGE COVERAGE RATIO: (i) As of the last day of each quarter
ending September 30, 2003 and December 31, 2003, and (ii) as of the
last day of each month commencing February 29, 2004, and, in each
case, for the twelve (12) month period ending on each such date,
Borrower hereby covenants and agrees not to permit the Ratio of EBITDA
to Fixed Charges for each month set forth below to be less than the
amount set forth below for such period:
Period Amount
----------------------------------------------------------------- ---------------
September 30, 2003 .50 to 1.0
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December 31, 2003 .50 to 1.0
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February 29, 2004 .50 to 1.0
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March 31, 2004 .50 to 1.0
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April 30, 2004 .50 to 1.0
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May 31, 2004 .50 to 1.0
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June 30, 2004 .75 to 1.0
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ALLIED HEALTHCARE PRODUCTS, INC.
SEPTEMBER 26, 2003
PAGE 8
Period Amount
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July 31, 2004 .75 to 1.0
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August 31, 2004 .75 to 1.0
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September 30, 2004, and for each twelve (12) month period 1.0 to 1.0
ending on the last day of each month thereafter.
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(H) Subsection 14(c) of the Agreement entitled "EBITDA" is deleted in its
entirety and the phrase "INTENTIONALLY OMITTED" is substituted in its place.
2. This Amendment shall not become effective until (i) fully executed by
all parties hereto, and (ii) the real estate term loan with Lender is amended to
cross secure all Liabilities under the Agreement.
3. Except as expressly amended hereby and by any other supplemental
documents or instruments executed by either party hereto in order to effectuate
the transactions contemplated hereby, the Agreement hereby is ratified and
confirmed by the parties hereto and remains in full force and effect in
accordance with the terms thereof.
LASALLE BANK NATIONAL ASSOCIATION
By___________________________________________________
Title________________________________________________
ACKNOWLEDGED AND AGREED TO
this ____ day of September, 2003:
ALLIED HEALTHCARE PRODUCTS, INC.
By___________________________________________________
XXXX X. XXXXXXXX
Title PRESIDENT
Date SEPTEMBER 23, 2003
