EXHIBIT 10.18
AMENDMENT TO BUSINESS LOAN AGREEMENT
AND MASTER REVOLVING NOTE
This Amendment to Business Loan Agreement and Master Revolving Note (this
"Amendment"), effective as of May 18, 2001, is entered into by and between
Comerica Bank-California ("Bank") and Taitron Components Incorporated, a
California corporation ("Borrower").
Bank and Borrower are parties to that certain Business Loan Agreement dated
as of May 6, 1997 (as heretofore amended, together with the Addendum attached to
and made a part thereof, the "Business Loan Agreement"). In connection with the
Business Loan Agreement, Borrower entered into that certain Master Revolving
Note dated May 6, 1997 in the maximum principal amount of $16,000,000 (the
"Revolving Note") and that certain Addendum to Master Revolving Note dated as of
May 6, 1997 (the "Note Addendum").
Borrower has requested, and Bank has agreed, to make certain amendments to
the Business Loan Agreement, as set forth below.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Bank and Borrower agree as follows:
1. Section 1B of the Business Loan Agreement is amended and restated to
read in full as follows:
1B. Term Loan. The Loan also includes a facility pursuant to which
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Bank may provide Borrower with one or more term loans (each a "Term Loan"),
each of which shall be in a principal amount of not less than one million
dollars ($1,000,000) and the aggregate principal amount of which shall not
exceed FOUR MILLION Dollars ($4,000,000) (the "Term Commitment Limit").
The Term Loan facility shall expire on May 18, 2003, whereupon Borrower
shall no longer be permitted to request, and Bank shall have no further
commitment to fund, Term Loans. Borrower shall pay to Bank an unused
commitment fee in the amount of $2,000 on each of May 18, 2002 and May 18,
2003, in the event that no Term Loan has been funded as of each such date.
Each Term Loan shall be evidenced by a Term Note on Bank's standard form (a
"Term Note"), dated the date on which such Term Loan is advanced and in an
original principal amount equal to the amount of such Term Loan. Each Term
Loan shall bear interest at Bank's Base Rate (as defined in the Term Note)
in effect from time to time or, at Borrower's option, 6-month LIBOR (as
defined in the Term Note) plus 165 basis points (1.65%). Each Term Note
shall provide for monthly payments of interest and principal on the Term
Loan thereunder, with principal payments amortized based upon a maturity
equal to four years from the date of funding of such Term Loan.
Notwithstanding such amortization or the scheduled maturity of any Term
Note, all outstanding Term Notes shall automatically and immediately become
due and payable upon the expiration or termination (whether at scheduled
maturity, by acceleration or otherwise) of the Revolving Loan. The
proceeds of each Term Loan shall be used by Borrower exclusively for the
acquisition of a business entity or division (or substantially all assets
thereof) engaged in the same lines of business as Borrower. The funding of
each Term Loan shall be subject to receipt by Bank of a written notice from
Borrower at least thirty (30) days prior to the date of the proposed
funding, which notice shall (a) describe the acquisition to be financed
with the requested Term Loan, (b) state the proposed funding date, (c)
state the amount of the requested Term Loan, (d) contain representations
and warranties by Borrower to the effect that Borrower will be in
compliance with all of the financial covenants and ratios set forth in this
Agreement on a pro-forma basis after giving effect to the proposed
acquisition and Term Loan (including, without limitation, Section 2(d) of
the Addendum hereto), and (e) certify to and attach a pro-forma balance
sheet of Borrower giving effect to the proposed acquisition and Term Loan.
As a further condition to the funding of any Term Loan, Bank shall have
received such documents and instruments as it may request, duly executed
and delivered by Borrower, to ensure that Bank has
a valid and perfected first priority security interest in all of the assets
(other than real property) being acquired by Borrower directly or
indirectly in connection with the proposed acquisition. Each Term Loan
shall be subject to prepayment solely upon the terms and conditions set
forth in the applicable Term Note.
2. Section 2(a) of the Addendum to the Business Loan Agreement is hereby
amended and restated to read in full as follows:
(a) Tangible Effective Net Worth in an amount not less than (i)
$25,750,000 at any time prior to December 31, 2001 and (ii) from and after
December 31, 2001, the sum of $25,750,000 plus 100% of net income for each
fiscal year, commencing with fiscal year 2000 (net income being determined
in accordance with GAAP, but excluding stock repurchases and dividends,
provided that in no event shall such net income be deemed to be less than
zero).
3. The following new definitions are hereby added to Section 1 to the
Addendum to the Business Loan Agreement, in the appropriate alphabetical
locations:
Cash Flow as used in this Agreement means for any applicable period of
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determination, the net income (as later defined) (after deduction for
income taxes and other taxes of Borrower or its subsidiaries, determined by
reference to income or profits of Borrower or its subsidiaries) for such
period, plus, to the extent deducted in computation of such net income, the
amount of depreciation and amortization expense and the amount of deferred
tax liability during such period, all as determined in accordance with
GAAP.
Cash Flow Coverage Ratio means the ratio, as of any applicable period
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of determination, the numerator of which is net income plus depreciation
plus amortization plus (or minus) the increase (or decrease) in the
deferred tax liability minus dividends and S-Draws, if an S-Corp, at the
greater of actual draws or net income times the highest prevailing personal
tax rate, and the denominator of which is the current portion of long term
debt plus the current portion of capital lease payments for the same period
of determination.
4. The following new Section 2(d) is hereby added to the Addendum to the
Business Loan Agreement:
(d) At any time following a funding of the Term Loan, a Cash Flow
Coverage Ratio of not less than 1.5 : 1.0, determined at the end of each
fiscal quarter for the period of four consecutive fiscal quarters then
ended.
5. The Revolving Note is amended by replacing the Maturity Date of "May 18,
2002" with the Maturity Date of "May 18, 2003".
6. Borrower and Bank hereby affirm that each of the Business Loan
Agreement, the Revolving Note and the Note Addendum remains in full
force and effect without modification except as expressly provided in
this Amendment.
IN WITNESS WHEREOF, Borrower and Bank have duly executed and delivered this
Amendment as of the date first written above.
TAITRON COMPONENTS INCORPORATED COMERICA BANK-CALIFORNIA
By: /s/ Xxxxxxx Xxxx By: /s/Xxxxx Xxxxx
Name: Xxxxxxx Xxxx Name: Xxxxx Xxxxx
Title: CEO and President Title: Vice President
