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EXHIBIT 10.35
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Dated May 7, 1999
AMENDMENT No. 1 to Credit Agreement (this "Amendment") by and among TRANSACT
TECHNOLOGIES INCORPORATED, a Delaware corporation ("TransAct"), MAGNETEC
CORPORATION, a Connecticut corporation ("Magnetec"), (collectively, the
"Borrowers" and each, individually, a "Borrower"), and FLEET NATIONAL BANK, a
national banking association organized under the laws of the United States of
America (the "Bank").
PRELIMINARY STATEMENTS:
A. The Borrowers and the Bank have entered into a Credit
Agreement dated as of January 29, 1998. Capitalized terms used herein and not
otherwise defined herein shall have the meanings given thereto in the Credit
Agreement. As used herein, the term "Credit Agreement" shall mean the Credit
Agreement as amended pursuant to this Amendment No.1.
B. For good and valuable consideration, the receipt of which
is acknowledged, the Borrowers and the Bank have agreed to amend the Credit
Agreement, as hereinafter set forth.
SECTION 1. Amendments. The Facility Documents are, effective
as of the date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, hereby amended as follows:
(a) The following definitions are hereby added
to the Credit Agreement:
"Borrowing Base" means an amount equal to the sum of
(a) 80% of Eligible Receivables, plus (b) 50% of Eligible
Inventory, provided, however, in no event shall the aggregate
amount under clause (b) exceed $4,000,000. Unless the Bank
shall otherwise determine, the Borrowing Base as of any date
shall be the Borrowing Base set forth on the most current
Borrowing Base Certificate certified and delivered by the
Borrower to the Bank. If, at any time, the Borrowing Base
shall exceed the Working Capital Commitment, for purposes of
this Agreement the Borrowing Base shall be deemed to be equal
to the Working Capital Commitment. The Bank reserves the right
to modify the percentages of
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Eligible Receivables and Eligible Inventory against which it
will lend under the Borrowing Base formula above, based on the
results of any field examinations of the Borrowers conducted
by the Bank.
"Borrowing Base Certificate" means a certificate
substantially in the form of Exhibit B hereto or such other
form agreed to in writing by the Bank and the Borrower.
"Eligible Inventory" means, as of any date of
determination thereof, all Inventory (valued at the lower of
cost or its net realizable value as determined using GAAP)
owned by the Borrowers, but excluding(a) all Inventory in
which the Bank does not have a first perfected security
interest, subject to no other Lien prior to or on a parity
with such security interest, (b) all Inventory for which
warehouse receipts or documents of title have been issued,
unless the same are delivered to the Bank, (c) all
work-in-progress, and any finished Inventory units housed at
customer locations, and (d) all other Inventory which is
determined by the Bank, in the exercise of its reasonable
judgment, to be ineligible for any other reason generally
accepted in the commercial finance business as a reason for
ineligibility. Notwithstanding the preceding sentence,
"Eligible Inventory" shall not include any Inventory not
located at premises owned by or leased to or contracted to a
Borrower, unless such Inventory is in transit (and insured) or
such Borrower has made a formal financing statement filing
against the consignee of such Inventory and has given any
party claiming of record a security interest in such
consignee's Inventory, or other assets that might include such
Inventory, notice of such Borrower's consignment arrangements
with such consignee or has taken equivalent protective steps
satisfactory to the Bank.
"Eligible Receivables" means, as of any date of
determination thereof, all Receivables of the Borrowers net of
the Borrowers' customary reserves, discounts, credits,
returns, rebates, allowances or set-offs, excluding the
following:
(i) any Receivable unpaid for 90 or more days from
the date of the original invoice;
(ii) any Receivable evidenced by chattel paper or an
instrument of any kind unless such chattel paper or instrument
is pledged and delivered to the Bank or unless the total
amount of such Receivables at any one time does not exceed 5%
of total Eligible Receivables at such time;
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(iii) any Receivable which is owed by an account
debtor which is insolvent or the subject of any bankruptcy or
insolvency proceedings of any kind or of any other proceeding or
action, which might have an adverse effect on the business of such
account debtor;
(iv) all Receivables deemed uncollectable by a
Borrower or turned over to collection agencies or outside collection
attorneys;
(v) any Receivable which is not a valid, legally
enforceable obligation of the account debtor or is subject to any
present or contingent, or any fact exists which is the basis for any
future, offset or counterclaim or other defense on the part of such
account debtor;
(vi) any Receivable not evidenced by an invoice or
other documentation in form reasonably acceptable to the Bank;
(vii) any Receivable which arises out of any
transaction between (A) any Borrower and (B) any Subsidiary or any
Affiliate or any other Borrower;
(viii) any Receivable which is subject to any
provision prohibiting its assignment or requiring notice not theretofor
given of or consent not theretofor obtained to such assignment;
(ix) all Receivables arising out of or in connection
with advance xxxxxxxx of a customer's requirements of supplies over a
period of time;
(x) all Receivables that do not conform to the
representations and warranties contained in Article 2 of the Security
Agreement; (xi) all Receivables in which the Bank does not have a first
perfected security interest, subject to no other Lien prior to or on a
parity with such security interest;
(xii) all Receivables from an account debtor if more
than 50% of the aggregate Dollar amount of invoices billed with respect
to such account debtor is more than 90 days past due according to the
original terms of payment;
(xiii) any Receivable which is owed by an account
debtor who has disputed liability or made any claim with respect to any
other account due from such account debtor to a Borrower, except the
foregoing
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exclusion shall not apply to any account debtor unless and until such
disputed amounts equal or exceed twenty percent (20%) of the aggregate
Dollar amount of accounts due from such account debtor; and
(xiv) any Receivable which is determined by the Bank,
in the exercise of its reasonable judgment, to be ineligible for any
other reason generally accepted in the commercial finance business as a
reason for ineligibility.
"Guaranty" shall mean that certain Guaranty Agreement dated
May 7, 1999 from each of the Guarantors to the Bank.
"Guarantors" shall mean, collectively, XxxxxXxx.Xxx, Inc., a
Delaware corporation, Ithaca Peripherals Limited, a United Kingdom
corporation, and TransAct Technologies International Ltd, a Barbados
corporation, and each of whom may sometimes be referred to individually
as a "Guarantor".
"Net Worth" means, with respect to any Person, at any time,
the stockholders' equity of such Person and its Consolidated
Subsidiaries determined on a consolidated basis in accordance with
GAAP.
(b) In Section 1.1, the dollar figure of "$4,000,000"
in subparagraph (e) under the definition of "Acceptable Acquisition" is hereby
reduced to the figure "$400,000".
(c) The definitions for "Amortization Date",
"Tangible Net Worth" and "Term Loan" set forth in the Credit Agreement are
hereby deleted. The following definitions in the Credit Agreement are hereby
amended and modified as follows:
"Commitments" means the Working Capital Commitment.
"Loan" means any of the Working Capital Loans and
"Loans" means the Working Capital Loans.
"Notes" means the Working Capital Note.
"Facility Documents" means this Agreement, the Notes,
the Subordination Agreements, the Security Agreement, the
Guaranty, and each of the documents, certificates or other
instruments referred to in Article 4 hereof as well as any
other document, instrument or certificate to be delivered by
the Borrowers in connection with this
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Agreement or in connection with the documents, certificates or
instruments referred to in Article 4, including documents
delivered in connection with any Borrowing, as well as any
document or agreement relating to any interest rate swap,
hedging arrangements, foreign exchange transactions or credit
card transactions entered into with the Bank in connection
with any of the Obligations.
"Margin" means the percentage points to be added to
the Bank's Prime Rate or the then applicable LIBOR Rate, in
each case based upon the following performance criteria:
LIBOR PRIME RATE
MARGIN MARGIN
CONSOLIDATED INTEREST COVERAGE RATIO OF THE BORROWERS (PERCENTAGE (PERCENTAGE
POINTS) POINTS)
Greater than 5.0 1.50 0.00
Greater than 4.0, but less than or equal to 5.0 1.75 0.00
Greater than or equal to 3.0, but less than or equal to 2.00 0.00
4.0
Less than 3.0 2.25 0.00
The Interest Coverage Ratio will be calculated on a cumulative
basis (i.e. year-to-date) for the period beginning on January
1, 2000 and ending on December 31, 2000, and thereafter the
measurement of this ratio will return to a rolling-four
quarters calculation, commencing in respect of the quarter
ending March 31, 2001. Notwithstanding the foregoing, the
LIBOR Margin in respect of the period ending June 24, 2000
will be 2.25 percentage points.
"Revolving Credit Termination Date" means the earlier
of (a) May 31, 2001, provided that if such date is not a
Banking Day, the Revolving Credit Termination Date shall be
the next succeeding Banking Day (or, if such next succeeding
Banking Day falls in the next calendar month, the next
preceding Banking Day) or (b) the date of termination of the
Commitments pursuant to Section 9.2.
"Working Capital Commitment" means the obligation of
the Bank to make the Working Capital Loans under this
Agreement in the aggregate principal amount of up to
$10,000,000, as such amount may by limited or reduced pursuant
to Article 2 or otherwise modified in accordance with this
Agreement from time to time.
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(d) Section 1.2 of the Security Agreement is hereby
amended in its entirety to read as follows:
Section 1.2. Security for Obligations. This Agreement secures
the payment of all obligations of the Grantors now or
hereafter existing under the Facility Documents, whether for
principal, interest, fees, expenses or otherwise, together
with (i) any and all obligations of the Grantors with respect
to any interest rate swap agreements or other hedging
agreements entered into with the Bank with respect to the
obligations of the Grantors under the Facility Documents and
(ii) such other obligations of the Grantors owing to the Bank
of any kind now or hereafter existing, up to an amount of
$800,000 at any one time outstanding (all such obligations
described in this Section 1.2 being collectively the
"Obligations").
(e) Section 2.1(a) of the Credit Agreement is hereby
amended and restated in full to read as follows:
Subject to the terms and conditions of this Agreement, the
Bank agrees to make revolving loans (the "Working Capital
Loans") to the Borrowers from time to time from and including
the date hereof to and including the Revolving Credit
Termination Date, up to but not exceeding in the aggregate
principal amount at any one time outstanding the amount of the
Working Capital Commitment, and provided that the aggregate
outstanding principal amount of Working Capital Loans shall at
no time exceed the Borrowing Base. The Working Capital Loans
may be outstanding as Prime Rate Loans or LIBOR Loans (each a
"type" of Loan). The Working Capital Loans shall be due and
payable on the Revolving Credit Termination Date. Each type of
Loan shall be made and maintained at the Bank's Lending Office
for such type of Loan.
(f) The Acquisition Commitment is hereby terminated
and any and all Acquisition Loans outstanding as of the date hereof shall
automatically be converted into and shall become Working Capital Loans under the
Working Capital Commitment. Accordingly, Sections 2.1(b) and 2.1 (c) and the
second sentence of Section 2.2 are hereby deleted from the Credit Agreement in
their entirety. The Acquisition Note is hereby canceled. From and after the date
hereof, only Working Capital Loans shall be available under the terms of the
Credit Agreement In addition, Section 2.3 of the Credit Agreement is hereby
deleted in its entirety and is hereby replaced by the following section:
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Section 2.3. Purpose. The Borrowers shall use the
proceeds of the Working Capital Loans for general corporate
purposes, including working capital, leasehold improvements,
equipment needs, and to finance Acceptable Acquisitions, but
shall not be used to repurchase shares of the common stock of
TransAct in open-market transactions or otherwise. No proceeds
of the Working Capital Loans shall be used to directly or
indirectly fund the needs of any Subsidiary of any Borrower if
such Subsidiary is not also a Borrower hereunder. No proceeds
of the Working Capital Loans shall be used for the purpose,
whether immediate, incidental or ultimate, of buying or
carrying "margin stock" within the meaning of Regulation U.
(g) Section 2.10(c) of the Credit Agreement is hereby
amended in its entirety to read as follows:
(c) Accrued interest on all types of Loans shall be
due and payable in arrears upon any payment of principal, and
otherwise on the last day of each calendar month in respect of
Prime Rate Loans and at the end of the applicable Interest
Period in respect of LIBOR Loans (but in no event less
frequently than every ninety days), commencing February 28,
1998, and on the Revolving Credit Termination Date; provided
that interest accruing at the Default Rate shall be due and
payable from time to time on demand of the Bank.
(h) Section 2.12(a) is hereby amended in its entirety
to read as follows:
(a) Commitment Fee. During the period ending on the Revolving
Credit Termination Date, there will be a per annum commitment
fee payable on the average unused daily availability under the
Working Capital Commitment, payable quarterly in arrears on
the first Banking Day after the end of each quarter and
calculated on a 360 day year for actual days elapsed. The
commitment fee rate will vary based on the then prevailing
Interest Coverage Ratio of the Borrowers, on a consolidated
basis, which ratio will be calculated on a cumulative basis
(i.e. year-to-date) for the period beginning on January 1,
2000 and ending on December 31, 2000, and thereafter the
measurement of this ratio will return to a rolling-four
quarters calculation, commencing in respect of the quarter
ending March 31, 2001, as follows:
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CONSOLIDATED INTEREST COVERAGE RATIO OF THE BORROWERS COMMITMENT FEE
Greater than 5.0 0.25%
Greater than 4.0, but less than or equal to 5.0 0.375%
Greater than 3.0, but less than or equal to 4.0 0.50%
Less than or equal to 3.0 0.625%
Notwithstanding the foregoing, the commitment fee payable in
respect of the period ending June 24, 2000 will be 0.625%.
(i) The word "and" at the end of Section 6.8(q) is
hereby deleted and Section 6.8(r) is hereby redesignated as Section 6.8(s) and
the following new section is added as a new Section 6.8(r) of the Credit
Agreement:
(r) As soon as available, and in any event within ten
Banking Days of the end of each fiscal month, a monthly
Borrowing Base Certificate signed by the Chairman or Chief
Financial Officer of each Borrower, in respect of the
immediately preceding month; and
(j) A new Section 7.12 is hereby added to the Credit
Agreement to read as follows:
Section 7.12. Capital Expenditures. Make Capital Expenditures
in excess of $3,000,000 in fiscal year 1999 and $3,200,000 in
fiscal year 2000 and each fiscal year thereafter. For purposes
of this Section, "Capital Expenditures" shall mean, in respect
of any relevant period, the dollar amount of gross
expenditures (including obligations under capital leases) made
for fixed assets, real property, plant and equipment, and all
renewals, improvements and replacements thereto (but not
repairs thereof) incurred during such period, as determined in
accordance with GAAP.
(k) Sections 8.5 and 8.6 of the Credit Agreement are
hereby deleted in their entirety. Section 8.1 of the Credit Agreement is hereby
deleted in its entirety and is hereby replaced by the following section:
Section 8.1. Minimum Net Worth. The Borrowers, on a
consolidated basis, shall maintain at all times, as measured
at the end of each fiscal quarter, commencing June 26, 1999, a
Net Worth of not less than $11,000,000.
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Section 8.3 of the Credit Agreement is hereby deleted
in its entirety and is hereby replaced by the following section:
Section 8.3. Maximum Debt to Cash Flow Ratio. The
Borrowers, on a consolidated basis, shall maintain a ratio of
total Funded Debt to EBITDA, of not more than 3.4 to 1.0 in
respect of the twelve month period ending December 31, 1999,
as measured at December 31, 1999, and thereafter such ratio
shall be not more than 3.0 to 1.0 at all times, as measured at
the end of each fiscal quarter, commencing on March 25, 2000
for the twelve month period then ended (a rolling-twelve month
calculation measured as of the end of each successive
quarter).
Section 8.4 of the Credit Agreement is hereby deleted
in its entirety and is hereby replaced by the following section:
Section 8.4. Interest Coverage Ratio. The Borrowers,
on a consolidated basis, shall maintain an Interest Coverage
Ratio of not less than 3.0 to 1.0 as measured at the end of
each quarter, commencing March 25, 2000, on a cumulative basis
(i.e. year-to-date) for the period beginning on January 1,
2000. The measurement of this covenant will return to a
rolling-four quarters calculation (measured as of the end of
each successive quarter) commencing with the determination as
of March 31, 2001 for the twelve month period then ending and
for each quarter thereafter.
(l) The following section is added as a new section
8.5 to the Credit Agreement:
Section 8.5. Maximum Loss. The Borrowers, on a consolidated
basis, shall not suffer a Net Loss in respect of calendar year
1999 in excess of $860,000, as measured; first, in respect of
the six month period ending June 26, 1999; second, in respect
of the nine month period ending September 25, 1999; and third,
in respect of the twelvemonth period ending December 31, 1999.
(m) The following sentence is added to the end of
Section 6.7 of the Credit Agreement:
The Bank or any agent or representative thereof shall have the
right to perform annual field audits of the Borrowers, at the
Borrowers' reasonable expense.
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(n) Notwithstandidng anything to the contrary in this
Amendment, the interest rates on any LIBOR Loans borrowed prior to the date of
this Amendment shall remain at such rates until the end of the applicable
Interest Period for such LIBOR Loans.
SECTION 2. Conditions of Effectiveness. This
Amendment shall become effective when, and only when, the Bank shall have
received counterparts of this Amendment executed by the Borrowers and the Bank,
and Section 1 hereof shall become effective when, and only when, the Bank shall
have additionally received all of the following documents or items, each
document (unless otherwise indicated) being dated the date of receipt thereof by
the Bank (which date shall be the same for all such documents), in form and
substance satisfactory to the Bank:
(a) Certified copies of (i) the resolutions of the
Board of Directors of each of the Borrowers and the Guarantors approving this
Amendment and the Guaranty and the matters contemplated hereby and (ii) all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Amendment and the matters contemplated
hereby.
(b) A certificate of the Secretary or an Assistant
Secretary of each of the Borrowers certifying the names and true signatures of
the officers of the Borrower authorized to sign this Amendment and the other
documents to be delivered hereunder.
(c) An amendment fee equal to $25,000 payable on the
date of execution and delivery of this Amendment.
(d) A legal opinion from legal counsel for the
Borrowers, satisfactory to the Bank and its legal counsel.
(e) The Guaranty, duly executed and delivered by each
of the Guarantors.
SECTION 3. Representations and Warranties of Each of
the Borrowers. Each Borrower represents and warrants as follows:
(a) The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation.
(b) The execution, delivery and performance by the
Borrower of this Amendment and the Facility Documents, as amended hereby, to
which it is or is to be a party are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action and do not contravene (i)
the Borrower's charter or by-laws, (ii) any law or any contractual restriction
binding on or affecting the Borrower, or
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result in, or require, the creation or imposition of any Lien (other than as
created under the Security Agreement) upon or with respect to any of the
properties now owned or hereafter acquired by the Borrower.
(c) No authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution, delivery and performance by the Borrower of
this Amendment or any of the Facility Documents, as amended hereby, to which it
is or is to be a party.
(d) This Amendment and each of the other Facility
Documents as amended hereby, constitute legal, valid and binding obligations of
the Borrower enforceable against the Borrower in accordance with their
respective terms, except to the extent that such enforecement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally.
(e) The Security Agreement creates a valid and
perfected first priority security interest in the Collateral securing the
payment of all Obligations, and the execution, delivery and performance of this
Amendment do not adversely affect the aforesaid security interest (f) Except as
set forth in the Credit Agreement, there is no pending or, to the knowledge of
the Borrower, threatened action or proceeding affecting the Borrower or any of
its Subsidiaries before any court, governmental agency or arbitrator, which may
materially adversely affect the financial condition or operations of the
Borrower or any Subsidiary. There is no pending or, to the knowledge of the
Borrower, threatened action or proceeding affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator which purports
to affect the legality, validity or enforceability of this Amendment or any of
the other Facility Documents, as amended hereby.
(g) The Facility Documents existing on the date
hereof constitute legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except to the extent that such enforecement may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally. After giving effect to the amendments provided for in this Amendment,
no event has occurred and is continuing which constitutes a Default or an Event
of Default.
SECTION 4. Reference to and Effect on the Facility
Documents.
(a) Upon the effectiveness of Section 1 hereof, on
and after the date hereof each reference in the Credit Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import, and each
reference in any Facility Documents to the Credit Agreement or any other
Facility Document, shall mean and be a reference to the Credit Agreement or such
other Facility Document as amended hereby.
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(b) Except as specifically amended or modified
pursuant to this Amendment, the provisions of the Credit Agreement, the Notes
and the other Facility Documents shall remain in full force and effect and are
hereby ratified and confirmed. Without limiting the generality of the foregoing,
the Credit Agreement, the Security Agreement and all of the Collateral described
therein do and shall continue to secure the payment of all indebtedness and
liabilities of the Borrowers to the Banks and the Bank under the Credit
Agreement and the other Facility Documents, as amended hereby. In connection
with ratifying and confirming the representations and warranties set forth in
the Credit Agreement, as of the date hereof, the Borrowers hereby amend and
restate certain of the Schedules to the Credit Agreement such Schedules being
restated as set forth in the attachments hereto In addition, the representations
set forth in Section 5.5 of the Credit Agreement are hereby amended to refer to
the dates of the most recent annual and quarterly financial statements,
respectively, provided by the Borrowers to the Bank.
(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Bank or the Banks under any of the Facility
Documents, nor constitute a waiver of any provision of any of the Facility
Documents.
(d) Notwithstanding anything to the contrary herein,
the Bank agrees that the failure of the Borrowers to comply with the financial
covenants set forth in Article 8 of the Credit Agreement in effect prior to this
Amendment, in respect of the period ending March 27, 1999, shall not constitute
an Event of Default, provided that the financial covenants set forth in Article
8 as amended hereby shall remain in full force and effect in respect of all
periods ending subsequent to March 27, 1999.
SECTION 5. Costs, Expenses and Taxes. Each of the
Borrowers agrees to pay on demand all costs and expenses of the Bank in
connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder, including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Bank with respect thereto.. Each of the Borrowers further agrees to pay
on demand all costs and expenses, if any (including, without limitation,
reasonable counsel fees and expenses), in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of this Amendment
and the other instruments and documents to be delivered hereunder, including,
without limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this Section 5. In addition, each of the Borrowers
shall pay any and all stamp and other taxes payable or determined to be payable
in connection with the execution and delivery of this Amendment and the other
instruments and documents to be delivered hereunder, and agrees to save the Bank
harmless from and against any and all liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes.
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SECTION 6. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.
SECTION 7. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of
Connecticut.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
TRANSACT TECHNOLOGIES INCORPORATED
By /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Title: Executive Vice President and
Chief Financial Officer
MAGNETEC CORPORATION
By /s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx
Title: Vice President
Address for Notices to Borrowers:
0 Xxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
FLEET NATIONAL BANK
By /s/ X. Xxxxxxx Caner
X. Xxxxxxx Caner, Vice President
Address for Notices:
Fleet National Bank
Xxx Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: X. Xxxxxxx Caner
Vice President
Facsimile No.: (000) 000-0000
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SCHEDULE 5.9
to
AMENDED CREDIT AGREEMENT
Dated May 7, 1999
SUBSIDIARIES OF TRANSACT
------------------------
Magnetec Corporation, a Connecticut corporation.
XxxxxXxx.Xxx, Inc., a Delaware corporation
TransAct Technologies International Ltd., a Barbados
corporation.
SUBSIDIARIES OF MAGNETEC
Ithaca Peripherals Limited, a UK corporation.
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SCHEDULE 5.10
to
AMENDED CREDIT AGREEMENT
Dated May 7, 1999
CREDIT ARRANGEMENTS
-------------------
Lessee Lessor Security
------ ------ --------
Magnetec NTFC Capital Corp. Telecommunications equipment
Magnetec Pitney Xxxxx Mailing equipment
Ithaca Xerox Corporation Photocopy equipment
Ithaca Xxxxxx Industrial Handling Corp. Forklift equipment
Ithaca Pitney Xxxxx Mailing equipment
TransAct IKON Photocopy equipment
Magnetec OCE' - XXXXXXX Office equipment
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SCHEDULE 5.12
to
AMENDED CREDIT AGREEMENT
Dated May 7, 1999
HAZARDOUS MATERIALS
-------------------
Oily Solids
One of the Borrower's subsidiaries regularly uses two types of
lubricants in performing certain machining processes. As a result of these
processes, the lubricant combines with metal shavings and eventually produces
liquid sludge and "oily solids". The liquid sludge and oily solids are contained
in clearly marked drums which are periodically transported off-site by General
Chemical, a Framingham, Massachusetts hazardous waste disposal company.
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SCHEDULE 7.3
to
AMENDED CREDIT AGREEMENT
Dated May 7, 1999
LIENS
-----
1. UCC-1 Financing Statement filed 12/9/94 with the Connecticut Secretary
of State, File No. 1591536, Debtor = Magnetec, Secured Party = State
of Connecticut Department of Economic Development
2. UCC-1 Financing Statement filed 6/19/95 with the Connecticut Secretary
of State, File No. 1627702, Debtor = Magnetec, Secured Party = NTFC
Capital Corporation
3. UCC-1 Financing Statement filed 7/11/96 with the Xxxxxxxxxxx Xxxx
Xxxxx, Xxxx Xx. 0000, Xxxxxx = Magnetec, Secured Party = OCE' XXXXXXX
4. UCC-1 Financing Statement filed 9/12/96 with the Connecticut Secretary
of State, File No. 1724018, Debtor = Magnetec, Secured Party = State
of Connecticut Department of Economic and Community Development.
5. UCC-1 Financing Statement filed 7/27/94 with the New York Secretary of
Xxxxx, Xxxx Xx. 000000, Xxxxxx = Ithaca Peripherals Incorporated,
Secured Party = Citicorp Dealer Finance (assigned by Xxxxxx Industrial
Handling)
6. UCC-1 Financing Statement filed with the Connecticut Secretary of
State, File No. 1829351, Debtor = TransAct Technologies, Secured Party
= Fleet National Bank
7. UCC-1 Financing Statement filed with the Connecticut Secretary of
State, File No. 1829349, Debtor = Magnetec Corporation, Secured Party
= Fleet National Bank
8. See also the additional filings naming Fleet National Bank as Secured
Party set forth on the attached UCC Search Report
19
SCHEDULE 7.9
to
AMENDED CREDIT AGREEMENT
Dated as of May 7, 1999
TRANSACTIONS WITH AFFILIATES OUTSIDE THE
----------------------------------------
ORDINARY COURSE OF BUSINESS
---------------------------
None.
