EXHIBIT (4)(vix)
February 18, 1999
Brite-Line Technologies, Inc.
00000 Xxxx 00xx Xxxxxx
Xxxxxx, XX 00000
Re: Second Amendment
Gentlemen:
Brite-Line Technologies, Inc., a Massachusetts corporation
("Borrower") and LaSalle National Bank, a national banking association
("Bank") have entered into that certain Loan and Security Agreement
dated February 25, 1997 (the "Security Agreement"). From time to time
thereafter, Borrower and Bank 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 Bank now
desire to further amend the Agreement as provided herein, subject to the
terms and conditions herein 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) Paragraph (1) of the Agreement is amended to add the
following provision:
(a)(a) "LIBOR Rate" shall mean with respect to any LIBOR Rate
Loan for any Interest Period (as defined in subparagraph
(3)(b) of Exhibit A of the Agreement), a rate per annum
equal to the offered rate for deposits in United States
dollars for a period equal to such Interest Period as it
appears on Telerate page 3750 as of 11:00 a.m. (London
time) two Business Days prior to the first day of such
Interest Period. "Telerate page 3750" means the display
designated as "Page 3750" on the Telerate Service (or such
other page as may replace page 3750 of that service or
such other service as may be nominated by the British
Bankers' Association as the vendor for the purpose of
displaying British Bankers' Association interest settlement
rates for United States dollar deposits).
(b) Subparagraph (7)(c) of the Agreement is deleted in its entirety
and the following is substituted in its place:
(c) Bank shall, within two (2) business days after receipt by Bank
at its office in Chicago, Illinois of cash or other immediately
available funds from collections of items of payment and
proceeds of any Collateral, apply the whole or any part of such
collections or proceeds against the Liabilities in such order as
Bank shall determine in its sole discretion.
(c) Paragraph (1) of Exhibit A of the Agreement is deleted in its entirety
and the following is substituted in its place:
(1) LOAN LIMIT: Bank may, in its sole discretion, advance
an amount up to the sum of the following sublimits (the "Loan Limit"):
(a) Subject to Paragraph (2) of this Exhibit A, up to eighty-
five percent (85%) of the face amount (less maximum
discounts, credits and allowances which may be taken
by or granted to Account Debtors in connection
therewith) of Borrower's Eligible Accounts; provided,
that with respect to Eligible Accounts which are payable
in currencies other than U.S. Dollars, the face amount
and all discounts, credits and allowances shall be
determined using the U.S. Dollar equivalent thereof at
such time, determined with such frequency as Bank
shall require, but not less than weekly, based on the
exchange rates published in the Wall Street Journal on
the date of determination; plus
(b) Up to fifty-five percent (55%) of the lower of
the cost or market value of Borrower's Eligible Inventory or One
Million Two Hundred Fifty Thousand and No/100
Dollars ($1,250,000.00), whichever is less; minus
(c) Such reserves as Bank elects, in its sole discretion, to
establish from time to time;
provided, that the aggregate amount of Loans made
pursuant to (i) subparagraph (b) above; and (ii) Loans,
as such term is defined in that certain Loan and
Security Agreement entered into by and between
Plymouth Rubber Company, Inc. ("Plymouth") and
Bank dated June 6, 1996, as it may be amended from
time to time (the "Plymouth Rubber Agreement"), made
pursuant to subparagraph (1)(b) of Exhibit A of the
Plymouth Rubber Agreement shall in no event exceed
Seven Million Two Hundred Fifty Thousand and
No/Dollars ($7,250,000);
further provided, that the aggregate Loan Limit shall in
no event exceed Four Million and No/100 Dollars
($4,000,000.00), except as such amount may be
increased or decreased by Bank, in its sole discretion,
from time to time; and
further provided, that the aggregate amount of Loans to
(i) Borrower under this Agreement; and (ii) the
aggregate amount of Loans to Plymouth under the
Plymouth Agreement shall in no event exceed Eighteen
Million and No/100 Dollars ($18,000,000.00).
(d) Subparagraph (3)(a) of Exhibit A of the Agreement (but excluding
Paragraph (3).(1) of Exhibit A of the Agreement) is deleted in its entirety
and the following is substituted in its place:
(3) INTEREST RATE: Subject to the terms and conditions set
forth below, the Loans shall bear interest at the per annum
rate of interest set forth in subsection (a) or (b) below:
(a) Bank's publicly announced prime rate per annum
(which is not intended to be Bank's lowest or most
favorable rate in effect at any time) (the "Prime Rate")
in effect from time to time, 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.
(b) Two percent (2%) per annum in excess of the LIBOR
Rate for the applicable Interest Period, such rate to
remain fixed for such Interest Period. "Interest Period"
shall mean any continuous period of thirty (30), sixty
(60), ninety (90) or one hundred eighty (180) days, as
selected from time to time by Borrower by irrevocable
notice (in writing, by telex, telegram or cable) given to
Bank not less than three (3) Business Days prior to
the first day of each respective Interest Period
commencing on the date hereof; provided that: (i)
each such period occurring after such initial period
shall commence on the day on which the immediately
preceding period expires; (ii) the final Interest Period
shall be such that its expiration occurs on or before
the end of the Original Term or any Renewal Term;
and (iii) if for any reason Borrower shall fail to timely
select a period, then such Loans shall continue as, or
revert to, Prime Rate Loans. Interest shall be payable
on the last Business Day of each month, at maturity,
and on the date of any payment hereon by Borrower.
Upon the occurrence of an Event of Default and the
continuance thereof, the Loans shall bear interest at the
rate of two percent (2.0%) 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.
(e) Subparagraph (3).(1)(f) of Exhibit A of the Agreement is
deleted in its entirety and the following is substituted in its place:
(f) Each request for LIBOR Rate Loans shall be in an amount not
less than One Million and No/100 Dollars ($1,000,000.00), and in
integral multiples of Two Hundred Thousand and No/100 Dollars
($200,000.00).
(f) Subparagraph (4)(a) of Exhibit A of the Agreement is deleted
in its entirety and the following is substituted in its place:
(a) Unused Line Fee: Borrower and Plymouth shall jointly pay to
Bank an unused line fee of one-half of one percent (1/2 of 1%)
of the average aggregate monthly loan balance of Borrower
and Plymouth, which fee shall be fully earned by Bank and
payable monthly in arrears on each day that interest is
payable hereunder. Said fee shall be calculated on the basis
of a 360-day year.
(g) Subparagraph (4)(b) of Exhibit A of the Agreement is deleted
in its entirety and the following is substituted in its place:
(b) Prepayment Fee: If Borrower and Plymouth elect to
terminate this Agreement and the Plymouth Rubber
Agreement prior to the termination dates thereof,
Borrower and Plymouth shall jointly pay to Bank a
prepayment fee in the aggregate equal to (i) Three
Hundred Thousand and No/100 Dollars ($300,000.00) if
this Agreement and the Plymouth Rubber Agreement are
terminated on or before June 2, 2000; (ii) Two Hundred
Thousand and No/100 Dollars ($200,000.00) if this
Agreement and the Plymouth Rubber Agreement are
terminated after June 2, 2000 and prior to June 2, 2001;
and (iii) One Hundred Thousand and No/100 Dollars
($100,000.00) if this Agreement and the Plymouth
Rubber Agreement are terminated after June 2, 2001 but
prior to the end of the Original Term or any Renewal
Term; provided that if Borrower and Plymouth sell all or
substantially all of their assets or stock to a Person other
than an Affiliate and such sale is consented to by Bank
and the Liabilities are prepaid and this Agreement and
the Plymouth Rubber Agreement are terminated as a
result thereof, then Borrower and Plymouth shall be
required to jointly pay a prepayment fee of one percent
(1%) of the aggregate Loan Limit of Borrower under this
Agreement and the Plymouth Rubber Agreement.
(h) Paragraph (4) of Exhibit A of the Agreement is amended to
add the following provision:
(4).(1) ORIGINAL TERM: The date of the Original Term set
forth in Paragraph 9 of the Agreement is deleted and
the date of June 2, 2002 is substituted in its place.
(i) Paragraph (6) of Exhibit A of the Agreement is deleted in its
entirety and the following is substituted in its place:
(6) TANGIBLE NET WORTH: Notwithstanding the provisions of
subparagraph 11(o) of the Agreement, Borrower's and
Plymouth's consolidated tangible net worth in the aggregate
shall not, on the last day of each fiscal quarter, be less than
the Minimum Tangible Net Worth, as hereinafter defined. On
the last day of the first, second and third fiscal quarters of
Borrower's 1999 fiscal year, "Minimum Tangible Net Worth"
shall equal One Million Eight Hundred Nineteen Thousand and
No/100 Dollars ($1,819,000.00). On the last day of
Borrower's1999 fiscal year end and on the last day of the first,
second and third fiscal quarters of Borrower's 2000 fiscal year,
Minimum Tangible Net Worth shall equal One Million Nine
Hundred Nineteen Thousand and No/100 Dollars
($1,919,000.00). Thereafter, on the last day of each of
Borrower's fiscal quarters, Minimum Tangible Net Worth shall
be equal to Minimum Tangible Net Worth on the last day of the
immediately preceding fiscal year plus One Hundred
Thousand and No/100 Dollars ($100,000.00). "Tangible Net
Worth" being defined for purposes of this subparagraph as
Borrower's and Plymouth's shareholders' equity (including
retained earnings) less the book value of all intangible assets
as determined solely by Bank on a consistent basis plus the
amount of any LIFO reserve plus the amount of any debt
subordinated to Bank, all as determined under generally
accepted accounting principles applied on a basis consistent
with the financial statement dated October 30, 1998 except as
set forth herein. For purposes of this subparagraph, (a)
intangible assets are: (i) intangible asset-FAS #87, (ii) deferred
tax asset, net of the valuation reserve-FAS #109, and (iii)
trade names; and (b) pension liability adjustments are
excluded.
(b) Exhibit B of the Agreement is amended as attached
hereto and made a part hereof.
2. This amendment shall not become effective until (a) fully
executed by all parties hereto and (b) June 3, 1999.
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
and Exhibit A thereto hereby are ratified and confirmed by the parties
hereto and remain in full force and effect in accordance with the terms
thereof.
LASALLE NATIONAL BANK
a national banking association
By: /s/ Xxxx Xxxxxxx
Title: VP
Accepted and agreed to this
19th day of February, 1999.
BRITE-LINE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: VP Finance
Consented and agreed to by the following
Guarantor of the obligations of BRITE-LINE
TECHNOLOGIES, INC. to LASALLE
NATIONAL BANK.
PLYMOUTH RUBBER COMPANY, INC.
By:/s/ Xxxxxx X. Xxxxx
Title: VP Finance
Date: February 19 , 1999
M:dept\abllegal\plymouth\lrtmend9
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