Exhibit 10.1
November 19, 2004
TransPro, Inc.
Ready Aire, Inc.
GO/XXX Industries, Inc.
G&O Manufacturing Company
000 Xxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attention: XX Xxxxx, Vice President
Re: Tenth Amendment to Loan and Security Agreement: Amendment of Gando Drive
Reserve and to Adjusted Net Worth Definition and Covenant
Dear Xx. Xxxxx:
Reference is made to the Loan and Security Agreement dated January 4, 2001
by and between TransPro, Inc. ("Transpro"), Ready Aire, Inc. ("Ready Aire"),
GO/XXX Industries, Inc. ("GO/XXX"), G&O Manufacturing Company ("G&O"; together
with Transpro, Ready Aire and GO/XXX, the "Borrowers") and Congress Financial
Corporation (New England) ("Congress"), as amended (the "Loan Agreement").
Capitalized terms used but not defined herein shall have the meanings given such
terms in the Loan Agreement.
By letter agreement dated as of May 24, 2001 by and between Congress and
Borrowers, Congress instituted a Two Million Five Hundred Thousand Dollar
($2,500,000) Availability Reserve ("Gando Drive Reserve") in conjunction with
the Borrowers' sale of the real property located at 000 Xxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxxx. The Borrowers have requested that Congress reduce the Gando Drive
Reserve to One Million Five Hundred Thousand Dollars ($1,500,000). Congress
hereby agrees to reduce the Gando Drive Reserve to One Million Five Hundred
Thousand Dollars ($1,500,000) on the date hereof provided that Congress reserves
its right to increase the Gando Drive Reserve and/or any other Availability
Reserve and to institute any other Availability Reserve at any time after the
date hereof, in each case, in accordance with the Loan Agreement.
Section 1.3 of the Loan Agreement is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"1.3 `Adjusted Net Worth' shall mean as to any Person, at any
time, in accordance with GAAP (except as otherwise specifically
set forth below), on a consolidated basis for such Person and its
subsidiaries (if any), the amount equal to: the difference
between: (i) the aggregate net book value of all assets of such
Person and its subsidiaries,
calculating the book value of inventory for this purpose on a
first-in-first-out basis, after deducting from such book values
all appropriate reserves in accordance with GAAP (including all
reserves for doubtful receivables, obsolescence, depreciation and
amortization) and (ii) (a) the aggregate amount of the
indebtedness and other liabilities of such Person and its
subsidiaries (including tax and other proper accruals) plus (b)
indebtedness of such Person and its subsidiaries which is
subordinated in right of payment to the full and final payment of
all of the Obligations on terms and conditions acceptable to
Lender plus (c) any cumulative non-cash adjustment made with
respect to the Borrowers' pension plan for any of the Borrowers'
fiscal years ending on or before December 31, 2004."
Section 9.15 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted in lieu thereof:
"9.15 Adjusted Net Worth. The Borrowers shall maintain Adjusted
Net Worth (on a consolidated basis) (i) of at least $37,000,000
at all times through September 30, 2004 and (ii) of at least
$40,000,000 at all times after September 30, 2004."
Schedule 1.12(m) of the Loan Agreement is hereby deleted in its entirety
and Schedule 1.12(m) attached hereto is substituted in lieu thereof. Borrowers
acknowledge and agree that Congress reserves its rights to (i) revise the
lending formula (with respect to Eligible Accounts and Eligible Inventory), (ii)
institute Availability Reserves and (iii) revise the general criteria for
Eligible Inventory and Eligible Accounts, including, without limitation, the
provisions set forth in Section 1.4, Section 1.12, Schedule 1.12(m) and Section
1.14 of the Loan Agreement (as amended hereby), in each case, at any time in
accordance with the Loan Agreement.
The Borrowers confirm that the Financing Agreements remain in full force
and effect without amendment or modification of any kind, except for the
amendments executed by and between Congress and Borrowers prior to the date
hereof. The Borrowers and Obligors further confirm that no Event of Default or
events which with notice or the passage of time or both would constitute an
Event of Default have occurred and are continuing.
Nothing herein shall be deemed to limit, restrict, or constitute a waiver
of any of Congress's rights and remedies under the Loan Agreement, any other
Financing Agreements, applicable law or otherwise, all of such rights and
remedies being expressly reserved.
Kindly acknowledge your agreement with the terms of this letter by signing
and returning a copy of this letter to me. Thank you.
Very truly yours,
CONGRESS FINANCIAL CORPORATION (NEW ENGLAND)
By: /s/Xxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxx Xxxxxxxx, Vice President
AGREED TO:
TRANSPRO, INC.
READY AIRE, INC.
GO/XXX INDUSTRIES, INC.
G&O MANUFACTURING COMPANY
By: /s/ X. X. Xxxxx
---------------------------
Name: X. X. Xxxxx
--------------------
Title: Vice President
--------------------
ACKNOWLEDGED AND AGREED:
GO/XXX DE MEXICO, SA DE C.V.
RADIADORES GDI, SA DE C.V.
By: /s/ X. X. Xxxxx
---------------------------
Name: X. X. Xxxxx
--------------------
Title: Vice President
--------------------
Schedule 1.12(m)
ACCOUNT DEBTOR CONCENTRATION
-------------------- --------------------------------------------------
Account Debtor Applicable Percentage
-------------------- --------------------------------------------------
Autozone 40% (of total Accounts less affiliate Accounts)
-------------------- --------------------------------------------------
Advanced Auto 40% (of total Accounts less affiliate Accounts)
-------------------- --------------------------------------------------
CSK 40% (of total Accounts less affiliate Accounts)
-------------------- --------------------------------------------------
PEP Boys 40% (of total Accounts less affiliate Accounts)
-------------------- --------------------------------------------------
