EXHIBIT 10.2
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AMENDMENT TO
LOAN AGREEMENT AND RELATED LOAN DOCUMENTS
THIS AMENDMENT dated as of this 19th day of October, 2001, 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:
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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 term loan to
the Borrower in the original principal amount of Six Million Nine Hundred
Thousand Dollars ($6,900,000.00) ("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"), and pursuant to the Loan Agreement and certain Loan
Documents; and
WHEREAS, the Borrower has requested, and the Bank has agreed, to modify
certain provisions pertaining to the Borrower's financial covenants contained in
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. AMENDMENT OF LOAN AGREEMENT. Section VII. Q. entitled "Additional
Financial and Other Covenants" shall be and hereby is deleted in its entirety
and replaced with the following:
"1. FUNDED DEBT RATIO. BORROWER SHALL HAVE, ON A CONSOLIDATED BASIS WITH
GUARANTOR, A RATIO OF FUNDED DEBT (AS HEREINAFTER DEFINED) TO EBITDA (AS
HEREINAFTER DEFINED) OF NOT GREATER THAN 2.5:1 AS OF EACH FISCAL QUARTER
END. "FUNDED DEBT" SHALL MEAN ALL INDEBTEDNESS OF BORROWER FOR BORROWED
MONEY EVIDENCED BY NOTES, BONDS, DEBENTURES, OR SIMILAR EVIDENCES OF
INDEBTEDNESS AND WHICH BY ITS TERMS MATURES MORE THAN ONE (1) YEAR FROM, OR
IS DIRECTLY OR INDIRECTLY RENEWABLE OR EXTENDIBLE AT BORROWER'S OPTION
UNDER A REVOLVING CREDIT OR SIMILAR AGREEMENT OBLIGATING THE LENDER OR
LENDERS TO EXTEND CREDIT OVER A PERIOD OF MORE THAN ONE YEAR
FROM THE DATE OF CREATION THEREOF, AND SPECIFICALLY INCLUDING CAPITAL LEASE
OBLIGATIONS, CURRENT MATURITIES OF LONG-TERM DEBT, REVOLVING CREDIT AND
SHORT-TERM DEBT EXTENDIBLE BEYOND ONE YEAR AT THE OPTION OF THE BORROWER,
AND ALSO INCLUDING, THE OBLIGATIONS, ALL AS DETERMINED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FROM BORROWER'S FINANCIAL
STATEMENTS. "EBITDA" MEANS BORROWER'S EARNINGS FOR THE TWELVE-MONTH PERIOD
PRIOR TO THE DATE OF DETERMINATION, BEFORE REDUCTION FOR INTEREST, TAXES,
DEPRECIATION, AND AMORTIZATION EXPENSE, DURING THE PRIOR FOUR (4) FISCAL
QUARTERS ENDING ON THE DATE OF DETERMINATION, ALL AS DETERMINED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FROM BORROWER'S
FINANCIAL STATEMENTS;
2. BORROWER SHALL MAINTAIN, ON A CONSOLIDATED BASIS WITH GUARANTOR, CASH
EQUIVALENTS (AS HEREINAFTER DEFINED) OF NOT LESS THAN $2,500,000.00 AT ALL
TIMES. FOR PURPOSES HEREOF, "CASH EQUIVALENTS " SHALL MEAN THE AGGREGATE
AMOUNT OF ALL CASH, BANK ACCOUNTS, CERTIFICATES OF DEPOSIT, AND MARKETABLE
SECURITIES (I.E. EQUITY SECURITIES LISTED ON THE NEW YORK OR AMERICAN STOCK
EXCHANGES OR QUOTED ON THE NATIONAL ASSOCIATION OF SECURITIES DEALERS
AUTOMATED QUOTATION SYSTEM (NASDAQ), STATE OR MUNICIPAL BONDS, OR UNITED
STATES TREASURY SECURITIES) AS AT THE FISCAL QUARTER ENDING ON THE DATE OF
DETERMINATION, ALL AS DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPALS FROM THE FINANCIAL STATEMENTS; AND
3. BORROWER SHALL MAINTAIN, ON A CONSOLIDATED BASIS WITH GUARANTOR, A
MINIMUM FIXED CHARGE COVERAGE OF 1.25:1 TO BE DETERMINED AS OF THE END OF
EACH FISCAL QUARTER FOR THE PRIOR FOUR (4) FISCAL QUARTERS ENDING ON THE
DATE OF DETERMINATION. "FIXED CHARGE COVERAGE" MEANS NET INCOME AFTER TAXES
(EXCLUSIVE OF EXTRAORDINARY GAINS, GAINS ON ASSET SALES, AND OTHER SUCH
INCOME), PLUS DEPRECIATION, AMORTIZATION, INTEREST EXPENSE, AND LEASE
EXPENSE, LESS DIVIDENDS AND DISTRIBUTIONS, FOR SUCH FOUR (4) FISCAL QUARTER
PERIOD, DIVIDED BY THE SUM OF INTEREST EXPENSE, CURRENT MATURITIES OF
LONG-TERM DEBT, CURRENT MATURITIES OF CAPITAL LEASES, LEASE EXPENSES,
PREFERRED STOCK DIVIDENDS, AND CAPITAL EXPENDITURES (PROVIDED THAT CAPITAL
EXPENDITURES FOR THE QUARTERS ENDED 12/31/00, 3/31/01, 6/30/01 AND 9/30/01
SHALL BE DEEMED TO BE $1,000,000 NOTWITHSTANDING THE ACTUAL AMOUNT OF SUCH
EXPENDITURES) FOR SUCH FOUR (4) FISCAL QUARTERS, ALL AS DETERMINED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES FROM THE FINANCIAL
STATEMENTS."
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2. AMENDMENT FEE. In consideration of the amendments by the Bank hereunder,
the Borrower shall pay the Bank a fee of $25,000.00 on the date hereof.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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 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
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behalf of the Borrower, will constitute the legally binding obligations of the
Borrower, enforceable in accordance with their respective terms.
8. 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/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive
Officer
GUARANTOR:
LASERTEL, INC.
/s/ Xxxx X. XxXxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Secretary & Treasurer
BANK:
CITIZENS BANK NEW HAMPSHIRE
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, Vice President
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