Exhibit 10 (jj)
AMENDMENT TO
LOAN AGREEMENT AND RELATED LOAN DOCUMENTS
THIS AMENDMENT dated as of this 25th day of October, 2002, to Loan
Agreement dated December 18, 1996, as amended to date, (as amended, the "Loan
Agreement") and to the Loan Documents (as defined in the Loan Agreement and as
amended to date), is by and among PRESSTEK, INC., a Delaware corporation with a
principal place of business at 0 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000
(the "Borrower"), LASERTEL, INC., an Arizona corporation with a principal place
of business at 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx, Xxxxxx, Xxxx Xxxxxx, Xxxxxxx
00000 (the "Guarantor"), and CITIZENS BANK NEW HAMPSHIRE, a bank organized under
the laws of the State of New Hampshire with a place of business at 000 Xxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000 (the "Bank").
WITNESSETH:
WHEREAS, the Bank has extended a certain revolving line of credit loan to
the Borrower in the principal amount of up to Sixteen Million Dollars
($16,000,000.00) (the "Revolving Line of Credit Loan"), a certain mortgage term
loan to the Borrower in the original principal amount of Six Million Nine
Hundred Thousand Dollars ($6,900,000.00) (the "Term Loan"), and a second
mortgage term loan to the Borrower in the principal amount of Four Million
Dollars ($4,000,000.00) (the "Mortgage Loan"), pursuant to the Loan Agreement
and certain Loan Documents; and
WHEREAS, the Borrower has requested, and the Bank has agreed, to renew the
Revolving Line of Credit Loan through October 31, 2003 and to modify certain
provisions of the Loan Agreement, all upon and subject to the terms and
conditions of the Loan Agreement and the Loan Documents, as the same are amended
hereby. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Loan Agreement and/or the Loan Documents, as
the case may be.
NOW, THEREFORE, in consideration of the premises contained herein, the
Borrower, the Guarantor, and the Bank hereby agree as follows:
1. REVOLVING LINE OF CREDIT RENEWAL. Pursuant to and in accordance with
the terms of Section I. D. of the Loan Agreement, the Revolving Line of Credit
Loan shall be and hereby is renewed through and until October 31, 2003, which
date shall be the next "Review Date" under the Loan Agreement and the Revolving
Line of Credit Promissory Note.
2. LIBOR Interest Periods. The Loan Agreement shall be and hereby is
amended such that the interest periods under Section I. E. of the Loan Agreement
with respect to the determination of the LIBOR Rate shall be either thirty (30),
sixty (60), or ninety (90) days. The Loan Agreement shall be and hereby is
further amended such that the Advance Term under Section I. E. of the Loan
Agreement shall be a period of either thirty (30), sixty (60), or ninety (90)
days as selected by the Borrower in accordance with the provisions of Section I.
E.
3. FINANCIAL COVENANT COMPLIANCE. For purposes of the determination of
Borrower's compliance with the financial covenants set forth in Section VII. Q.
of the Loan Agreement, the one time charge of $10,696,000.00 to Borrower's
earnings for the second quarter of Borrower's 2002 fiscal year shall be
disregarded.
4. RENEWAL FEE. In consideration of the renewal of the Revolving Line of
Credit Loan by the Bank hereunder, the Borrower shall pay the Bank a fee of
$25,000.00 on the date hereof.
5. AMENDMENT OF OTHER LOAN DOCUMENTS.
Each of the other Loan Documents, whether or not specifically referenced
herein, shall be and hereby is amended to reflect the terms and conditions of
this amendment.
6. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES.
Borrower hereby confirms, reasserts, and restates all of the
representations and warranties under the Loan Agreement and the Loan Documents,
as amended hereby, as of the date hereof, including without limitation, the
representations and warranties set forth in Article VI of the Loan Agreement.
7. REAFFIRMATION OF AFFIRMATIVE COVENANTS.
Borrower hereby confirms, reasserts, and restates its Affirmative
Covenants as set forth in Article VII of the Loan Agreement and the Loan
Documents, as amended hereby, as of the date hereof.
8. REAFFIRMATION OF NEGATIVE COVENANTS.
Borrower hereby confirms, reasserts, and restates its Negative Covenants
as set forth in Article VIII of the Loan Agreement and the Loan Documents, as
amended hereby, as of the date hereof.
9. FURTHER REPRESENTATION AND WARRANTIES.
The Borrower represents and warrants to the Bank as follows:
(a) The execution, delivery and performance of this Agreement and the
documents relating hereto (the "Amendment Documents") are within the power of
the Borrower and are not in contravention of any law, the Borrower's Articles of
Incorporation, By-laws or the terms of any other documents, agreements or
undertaking to which the Borrower is a party or by which the
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Borrower is bound. No approval of any person, corporation, governmental body or
other entity not provided herewith is required as a prerequisite to the
execution, delivery and performance by Borrower of the Amendment Documents or
any of the documents submitted to the Bank in connection with the Amendment
Documents to ensure the validity or enforceability thereof.
(b) All necessary corporate action has been taken by the Borrower to
authorize the execution, delivery and performance of the Amendment Documents
which, when executed on behalf of the Borrower, will constitute the legally
binding obligations of the Borrower, enforceable in accordance with their
respective terms.
10. NO FURTHER EFFECT.
Except as amended hereby, the terms and conditions of the Loan Agreement
and each of the Loan Documents as set forth therein shall remain unchanged and,
as hereby amended, are in full force and effect.
IN WITNESS WHEREOF, the Borrower, the Guarantor and the Bank have executed
and delivered this Amendment to the Loan Agreement and Related Loan Documents
all as of the day and year first above written.
WITNESS: BORROWER:
PRESSTEK, INC.
/s/ Xxxxxxxx XxXxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------------- -------------------------------------
Xxxxxx Xxxxxx
President and Chief Executive Officer
GUARANTOR:
LASERTEL, INC.
/s/ Xxxxxxxx XxXxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx
-------------------------------- -------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
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BANK:
CITIZENS BANK NEW HAMPSHIRE
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------- -------------------------------------
Xxxxxxxx Xxxxxxxx, Vice President
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