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EXHIBIT 10.6.3.4
AMENDMENT TO AMENDED AND RESTATED BUSINESS LOAN AGREEMENT
This Amendment to Amended and Restated Business Loan Agreement ("Amendment") is
made this 31st day of July, 1996, but is effective as of June 28, 1996
("Effective Date"), by and between Xxxxxxx, Inc. ("Borrower"), and Bank One,
Dayton, NA ("Bank One").
WITNESSETH:
WHEREAS, Borrower and Bank One entered into a Amended and Restated Business Loan
Agreement dated September 30, 1994 (the "Agreement") as amended by Amendments to
Amended and Restated Business Loan Agreement dated December 7, 1994 and October
13, 1995; and WHEREAS, Borrower desires to and Bank One has agreed to amend
certain financial covenants set forth in the Agreement.
NOW, THEREFORE, in consideration of the premises and the terms and conditions
set forth herein, Borrower and Bank One agree to amend the Agreement as follows:
1. On page 5, delete Section 6.2 in its entirety and insert the following in
its place:
6.2 FUNDED DEBT TO TANGIBLE NET WORTH. Borrower agrees to
maintain a ratio of Funded Debt to Tangible Net Worth of not more than 2.10 to
1.00 measured quarterly.
"Tangible Net Worth" shall be determined in accordance with
GAAP and shall be deemed to include the amount of total assets of Borrower
excluding the amount of Intangible Assets of Borrower minus the amount of total
liabilities of Borrower, exclusive of Subordinated Debt, if any.
"Intangible Assets" shall be determined in accordance with
GAAP and be deemed to include at book value, without limitation, goodwill,
patents, copyrights, secret processes, deferred expenses relating to sales,
general administrative, research and development expense.
"Funded Debt" shall be determined in accordance with GAAP and
shall be deemed to include all interest bearing borrowings plus capitalized
leases.
2. On page 6, delete Section 6.4 in its entirety and insert the following in
its place:
FIXED CHARGE COVERAGE. Borrower agrees to maintain a Fixed Charge
Coverage (net income after taxes minus dividends plus interest expense plus rent
expense plus depreciation/amortization divided by current maturities of
long-term debt (including capitalized leases but not including any amount
outstanding on the $40,000,000.00, as amended, Business Purpose Revolving
Promissory Note dated November 23, 1993 from Borrower to the order of Bank One
which may be considered current due to the maturity date of such promissory
note) plus interest expense plus rent expense of not less than the ratios set
forth for the following periods measured on a rolling four quarter basis:
Periods Ratios
Effective Date to 09/30/97 1.25 to 1.00
10/01/97 and thereafter 1.50 to 1.00
3. On page 6, delete Section 6.5 in its entirety and insert the following in
its place:
CAPITAL EXPENDITURES. Borrower agrees not to purchase, lease or otherwise
acquire or enter into any commitment to purchase, lease or otherwise
acquire additional capital assets where the aggregate liability or
expenditure therefore exceeds
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$35,000,000.00 in 1996 and $10,000,000.00 in 1997 and thereafter,
except with prior written consent by Bank One.
4. Delete the Business Loan Agreement "Borrowing Base" Addendum attached to the
Agreement in its entirety and insert the Second Amended Business Loan Agreement
"Borrowing Base" Addendum attached hereto in its place.
5. This Amendment is a modification only and not a novation. Except for the
above-quoted modification(s), the Agreement, any agreement or security document,
and all the terms and conditions thereof, shall be and remain in full force and
effect with the changes herein deemed to be incorporated therein. This Amendment
is to be considered attached to the Agreement and made a part thereof. This
Amendment shall not release or affect the liability of any guarantor, surety or
endorser of the Agreement or release any owner of collateral securing the
Agreement. The validity, priority and enforceability of the Agreement shall not
be impaired hereby. To the extent that any provision of this Amendment conflicts
with any term or condition set forth in the Agreement, or any agreement or
security document executed in conjunction therewith, the provisions of this
Amendment shall supersede and control.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the
day and year first written above.
XXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Its: Treasurer
BANK ONE, DAYTON, NA
By: /s/ Xxxx X. Xxxxxxxxxx
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Its: Vice President
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