FOURTH
AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Fourth Amendment"), is
executed as of the 29th day of December, 1999, by and between PLASMA-THERM,
INC., a Florida corporation whose address is 10050 00xx Xxxxxx Xxxxx, Xx.
Xxxxxxxxxx, Xxxxxxx 00000 (hereinafter called "Borrower") and BANK OF AMERICA,
N.A., a national banking association, d/b/a NationsBank, N.A., successor to
NationsBank, N.A., f/k/a NationsBank, N.A. (South), whose address is 000 X.
Xxxxxxx Xxxxxxxxx, 5th Floor (FL1-400-05-03), Xxxxx, Xxxxxxx 00000 (hereinafter
called "Lender").
W I T N E S S E T H:
WHEREAS, on April 18, 1997, Borrower and Lender executed that certain
Credit Agreement (the "Credit Agreement") to set forth the terms and provisions
relating to certain loans made by Lender to Borrower.
WHEREAS, the Credit Agreement was amended on March 25, 1998 (the "First
Amendment"), December 8, 1998 (by letter agreement) (the "Letter Amendment"),
February 18, 1999 (the "Second Amendment"), and May 31, 1999 (the "Third
Amendment").
WHEREAS, simultaneously with entering into this Fourth Amendment,
Borrower has modified that certain construction/term loan made by Lender to
Borrower on February 18, 1999, in the original principal amount of
$4,500,000.00.
WHEREAS, in connection with the aforesaid modification, Lender and
Borrower desire to amend the Credit Agreement, as previously amended by the
First Amendment, Letter Amendment, Second Amendment and Third Amendment.
NOW THEREFORE, for and in consideration of the premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by all of the parties hereto, the parties hereby covenant and agree
as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The terms of the Credit Agreement,
First Amendment, Letter Amendment, Second Amendment and Third Amendment are
hereby modified, supplemented and amended as follows:
a. The Borrowing Base Certificate attached as Exhibit "A" to
the Credit Agreement is hereby deleted in its entirety and replaced by that
certain Borrowing Base Certificate Form attached hereto as Exhibit "A" to this
Fourth Amendment.
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b. Sections 6x. and 6y. of the Credit Agreement as set forth
in Section 1m. of the Third Amendment are hereby deleted in their entirety.
c. The Credit Agreement is hereby amended to add the following
subsections cc., dd. and ee. to Section 6:
cc. The Borrower shall maintain minimum quarterly revenue
of not less than $10,000,000.00.
dd. The Borrower shall maintain minimum quarterly EBITDA of
not less than $1,400,000.00.
ee. The Borrower shall submit to the Lender company
prepared financial statements for the three-month period ended
November 30, 1999, not later than December 31, 1999.
d. Section 7i. of the Credit Agreement as amended by Section
1n. of the Third Amendment is hereby deleted in its entirety and replaced by the
following:
i. The Borrower shall maintain a Cash Flow Coverage
Ratio of 2.00 to 1.00. Cash Flow Coverage Ratio is defined as
EBITDA less fifty percent (50%) of capital expenditures, less
shareholder distributions, less share repurchases, less tax
expense, all divided by current maturities of long term debt
and capital lease obligations and interest expense. EBITDA
shall be defined as net earnings plus interest expense, less
interest income, plus income tax expense, plus depreciation
expense, plus amortization expense. For purposes of
calculating the EBITDA, capital expenditures, interest expense
and income tax expense, the Borrower's third quarter 1999
shall be multiplied by four (4), the Borrower's third and
fourth quarter 1999 performance shall be multiplied by two
(2), and the Borrower's third and fourth quarter 1999 and
first quarter 2000 will be multiplied by 1.33. Beginning at
the fiscal quarter ended May 31, 2000, EBITDA, interest
expense, capital expenditures and income tax expense shall be
calculated based on the last four consecutive fiscal quarters.
In addition, for purposes of calculating the Cash
Flow Coverage Ratio, the current maturities of long term debt
and capital leases in the denominator shall be the greater of
actual current maturities from the financial statements or
$550,000.00. Also, interest
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expense in the denominator shall be the greater of the
interest expense as determined in the prior paragraph or
$500,000.00.
For purposes of calculating EBITDA, net income shall
exclude any net gains on the sale, conversion or other
disposition of capital assets, net gains on the acquisition,
retirement, sale or other disposition of capital stock and
other securities of the Borrower and any subsidiaries, net
gains on the collection of proceeds of life insurance
policies, any right-up of any asset, any other net gain or
credit of an extraordinary nature, all determined in
accordance with GAAP.
e. The Credit Agreement is hereby amended to add the following
subsection k. to Section 7:
k. Make any shareholder dividend payments or incur any cash
outflow for the repurchase of its capital stock without prior
written approval from the Lender.
The Credit Agreement, as modified by the First Amendment, the Letter Amendment,
the Second Amendment, the Third Amendment and this Fourth Amendment shall remain
in full force and effect, shall conform fully with this Fourth Amendment, and
shall apply with full force and effect to the Loans described in the Credit
Agreement.
2. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower hereby
restates, reaffirms, and where necessary updates, all representations and
warranties set forth in Section 8 of the Credit Agreement and elsewhere in the
Credit Agreement, as amended from time to time.
3. OTHER TERMS AND CONDITIONS. Except as set forth herein, all other
terms and conditions of the Credit Agreement and the First Amendment, the Letter
Amendment, the Second Amendment and the Third Amendment shall remain in full
force and effect and shall be binding upon the Lender and the Borrower pursuant
to their terms, and the Borrower and Lender hereby ratify and reaffirm all
covenants, obligations, terms, conditions and provisions under the Credit
Agreement.
The remainder of this page is intentionally left blank.
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IN WITNESS WHEREOF, Borrower and Lender have executed this Third
Amendment the day and year first above written.
Signed, sealed and delivered in PLASMA-THERM, INC., a Florida
the presence of: corporation ("Borrower")
/s/ XXXXXXXX X. XXXXXXX
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Signature of Witness
/s/ XXXXXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXX
----------------------- -------------------
Legibly Print Name of Witness Xxxxx X. Xxxxxx
Vice President and Chief Financial Officer
/s/ XXXXX XXXXXXX
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Signature of Witness (CORPORATE SEAL)
/s/ XXXXX XXXXXXX
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Legibly Print Name of Witness
BANK OF AMERICA, N.A., a national banking
/s/ XXXXX X. XXXXX association, d/b/a NationsBank, N.A.,
------------------ successor to NationsBank, N.A., f/k/a
Signature of Witness NationsBank, N.A. (South) ("Lender")
/s/ XXXXX X. XXXXX
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Legibly Print Name of Witness By: /s/ SADAHRI X. XXXXX
--------------------
/s/ XXXX L.L. XXXXXX Sadahri X. Xxxxx
-------------------- Vice President
Signature of Witness
/s/ XXXX L.L. XXXXXX (CORPORATE SEAL)
--------------------
Legibly Print Name of Witness
STATE OF GEORGIA )
COUNTY OF XXXXXXX )
The foregoing instrument was acknowledged before me this 29th day of
December, 1999, by XXXXX X. XXXXXX, as Vice President and Chief Financial
Officer of PLASMA-THERM, INC., a Florida corporation, on behalf of the
corporation. She is |_| personally known to me or |X| has produced FLORIDA
DRIVER'S LICENSE as identification.
Notary Public, Xxxxxx County Georgia
My Commission Expires August 22, 2003
My commission expires: /s/ XXXXXXXX X. XXXXXXX
--------------------- --------------------------
Signature of Notary Public
(SEAL) XXXXXXXX X. XXXXXXX
-------------------
Legibly Print Name of Notary Public
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EXHIBIT "A"
BORROWING BASE CERTIFICATE FORM
Page 1 of 2
BANK OF AMERICA, N.A. DATE: __________________
X.X. Xxx 00000
FL1-010-02-01
Xxxxx, Xxxxxxx 00000
Credit Agreement between us, the undersigned hereby certifies to you, as of the
above date, the following:
(A) Aggregate amount of domestic Accounts as of the applicable month end $
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(B) Less Ineligible Accounts (Accounts which do not meet the definition of
Eligible Accounts): $
(C) Net Amount of Eligible domestic Accounts (A)-(B) $
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(D) 80% of Item (C) $
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(E) Foreign accounts less than 60 days old backed by letters of credit $
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(F) 80% of Item (E) $
(G) The lesser of: 25% of raw materials inventory (excluding all raw material
inventory on hand in excess of one year old) OR $3,000,000.00
$
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(H) Total items (D), (F) and (G) $
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(I) The lesser of $10,000,000 and Item (H) $
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(J) The aggregate unpaid principal Line Loan we now owe Lender as of the applicable
month end $
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(K) The aggregate amount of issued, outstanding Standby Letters of Credit as of the
applicable month end $
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(L) Total of unpaid principal Line Loan and issued Standby Letters of Credit is as
of the applicable month end $
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(M) Availability [(I)-(J)] [If Item (M) is negative, paydown of at least a
like amount is required or establishment of minimum liquidity of equal
amount, to Lender's satisfaction] $
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EXHIBIT "A"
BORROWING BASE CERTIFICATE FORM
Page 2 of 2
The undersigned hereby certifies, represents and warrants to Bank of America,
N.A., a national banking association as follows:
1. All of the representations and warranties contained in the Credit
Agreement or in any other Loan Document are true and correct in all
material respects on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
2. No event has occurred, or would result from the Advance made in
connection herewith, that constitutes an Event of Default or a Default
that, with the giving of notice, the passage of time, or both would
constitute an Event of Default under the Credit Agreement or any other
Loan Document.
3. The description of Eligible Accounts and the values assigned thereto
are true and correct in all material respects.
4. The aggregate unpaid principal balance of the Line Loan does not exceed
the lesser of (i) the Line Commitment or (ii) the Borrowing Base,
unless adequate minimum liquidity has been established to Lender's
satisfaction.
Unless the context otherwise requires, all capital terms used in this
Certificate if not separately defined herein, shall have the meanings assigned
to them in the Credit Agreement.
PLASMA-THERM, INC., a Florida corporation
By: __________________________________________
Xxxxx X. Xxxxxx
Vice President and Chief Financial Officer
Date: __________________________________________
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