EXHIBIT 10(CC)
FIRST AMENDMENT TO RESTATED LOAN
AND SECURITY AGREEMENT
This Agreement made this 31st day of August 2002, by and between M-Tron
Industries, Inc., ("BORROWER"), a Delaware corporation, and First National Bank
of Omaha, a national banking association with principal business offices in
Omaha, Nebraska. ("BANK").
Whereas, BANK and BORROWER executed a written Restated Loan and
Security Agreement dated August 31, 2001, (the "AGREEMENT"); and
Whereas, the parties now desire to amend the LOAN AGREEMENT.
Now, therefore, in consideration of the AGREEMENT, and their mutual
promises made herein, the parties agree as follows:
Terms which are typed herein as all capitalized words and are not
defined herein shall have the same meanings as when described in the AGREEMENT.
1. Section I. Paragraph 5.A & B is hereby amended to read,
effective immediately:
A. $3,000,000.00 or
B. (i)Eighty (80%) of ELIGIBLE ACCOUNTS of the BORROWER,
(ii) plus fifty per cent (50%) of the Inventory of
BORROWER at cost; provided however, no amount in
excess of $1,400,000.00 attributable to INVENTORY
shall be included in Borrowing Base Certificate.
2. Section I. Paragraph 18 is hereby amended to read, effective
immediately:
18. "LOAN TERMINATION DATE" means the earliest to occur
of the following: (i)as to the REVOLVING LOAN April
30, 2003, as to the TERM LOAN September 30, 2004,
(ii) and the date the OBLIGATIONS are accelerated
pursuant to this AGREEMENT, and (iii) the date BANK
receives (a) notice in writing from BORROWER of
BORROWER'S election to terminate this AGREEMENT and
b) indefeasible payment in full of the OBLIGATIONS,
or such other date or dates as may later be agreed to
by BANK and BORROWER in a written amendment to this
AGREEMENT.
3. Section II. Paragraph 3 is hereby amended to read, effective
immediately:
3. REVOLVING LOAN. BANK agrees to lend $3,000,000.00 to
BORROWER pursuant to this facility. BANK will credit
proceeds of this revolving loan ("REVOLVING LOAN") to
BORROWER'S deposit account with the BANK, bearing
number 26712880.
A. Subject to the terms hereof the BANK will lend the
BORROWER, from time to time until the LOAN
TERMINATION DATE such items in integral multiples of
$1,000.00 as the BORROWER may request by reasonable
same day notice to the BANK, received by the BANK not
later than 11:00 A.M. of such day, but which shall
not exceed in the aggregate principal amount at any
one time outstanding, $3,000,000.00 (the "LOAN
COMMITMENT"). The BORROWER may borrow, repay without
penalty or premium and reborrow hereunder, from the
date of this AGREEMENT until the LOAN TERMINATION
DATE, either the full amount of the LOAN COMMITMENT
or any lesser sum which is $1,000.00 or an integral
multiple thereof. It is the intention of the parties
that the outstanding principal
amount of the REVOLVING LOAN shall at no time exceed
the amount of the then existing BORROWING BASE and
if, at any time, an excess shall for any reasons
exist, the full amount of such excess, together with
accrued and unpaid interest thereon as herein
provided, shall be immediately due and payable in
full.
B. THE NOTE. The LOAN COMMITMENT shall be evidenced by a NOTE
having stated maturity on the LOAN TERMINATION DATE, in the
form attached hereto as Exhibit II.3.B. The NOTE shall specify
the manner of principal and interest payments and rate of
interest accrual.
4. Section VI. Paragraph 1.A. is hereby amended to include
subsection 4. effective immediately:
4. Within 120 days of each year's end, the BORROWER shall
provide accountant prepared audited financial statements of
the BORROWER.
5. Section VI. Paragraph 1.G. is hereby added to include
subsection 2 effective immediately:
2. A Minimum Tangible Net Worth of $3,100,000.00.
6. Section VI. Paragragh 1.G. subsection 3 is amended to read:
... CONSOLIDATED TANGIBLE NET WORTH means, at any time, stock
holders equity (the par value of outstanding capital stock,
plus capital surplus, plus retained earnings) plus all loans
from Xxxxx Corporation to the Borrower that are subordinate to
BANK debt, less the sum of: ...
7. Section VI. Paragraph 2.D is hereby amended effective
immediately:
C. No distribution, advances nor loans to the parent company,
to subsidiaries or affiliates without prior written consent
of First National Bank of Omaha.
8. Section VI. Paragraph 2.G. is hereby added to, effective
immediately
G. Maximum annual capital expenditures of $475,000.00.
9. BORROWER certifies by its execution hereof that all the
representations and warranties set forth in Section V. of the AGREEMENT are true
as of this date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event
which, with the giving of notice or passage of time or both, would become such
an EVENT OF DEFAULT, has occurred as of this date, except for matters disclosed
to BANK.
10. Except as amended hereby the parties ratify and confirm as
binding upon them all of the terms of the AGREEMENT.
IN WITNESS THEREOF, the parties have set their hands on the
date first written above.
FIRST NATIONAL BANK OF OMAHA M-TRON INDUSTRIES, INC.
By: /S/ Xxxx XxXxxxxx By: /S/ Xxxxx Xxxx
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XXXX XxXXXXXX XXXXX XXXX
Its: Vice President Its: VP and CFO
