EX-10.15
WAIVER AND AMENDMENT NO. 10
TO
LOAN AND SECURITY AGREEMENT
THIS WAIVER AND AMENDMENT NO. 10 ("Amendment") is entered into
as of March 20, 1998, by and among GENERAL BEARING CORPORATION ("General
Bearing"), a Delaware corporation, HYATT RAILWAY PRODUCTS CORP. ("Hyatt"), a New
York corporation, each having its principal place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (General Bearing and Hyatt each a "Borrower" and jointly
and severally referred to as "Borrowers") and BNY FINANCIAL CORPORATION having
its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ("Lender").
BACKGROUND
Borrowers and Lender are parties to a Loan and Security
Agreement dated as of December 20, 1993, as amended by (i) Amendment No. 1 to
Loan and Security Agreement dated as of April ___, 1994, (ii) Amendment No.2 to
Loan and Security Agreement dated as of May 31, 1994, (iii) Amendment No.3 to
Loan and Security Agreement dated as of November 14, 1994, (iv) Amendment No.4
to Loan and Security Agreement dated as of June 19, 1995, (v) Amendment No.5 to
Loan and Security Agreement dated as of March 1, 1996, (vi) Waiver and Amendment
No.6 to Loan and Security Agreement dated as of March 22, 1996, (vii) Waiver and
Amendment No.7 to Loan and Security Agreement dated as of September 25, 1996,
(viii) Amendment No.8 to Loan and Security Agreement dated as of October 31,
1996, (ix) a Letter Agreement dated March 7, 1997, (x) Amendment No.9 to Loan
and Security Agreement dated as of June ___, 1997, and (xi) a Letter Amendment
dated July 27, 1997, (as may be further amended, restated, supplemented or
otherwise modified from time to time, the "Loan Agreement") pursuant to which
Lender provided Borrowers with certain financial accommodations.
Borrowers have requested that Lender waive a financial
covenant violation and amend the Loan Agreement to revise the amortization of
the Term Loan and Lender is willing to do so on the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrowers
by Lender, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:
2.1 Section 2(o) of the Loan Agreement is hereby amended in
its entirety to read as follows:
(o) Term Loan. Subject to the terms and conditions of
this Agreement, Lender will make a Term Loan to Borrowers in
the sum of $1,560,000. The Term Loan shall be advanced on the
Effective Date and shall be, with respect to principal,
payable as follows, subject to acceleration upon the
occurrence of an Event of default under this Agreement or
termination of this Agreement: forty-nine consecutive monthly
installments, the first forty-eight (48) of which each shall
be in the amount of $18,570.00 commencing on July 1, 1995 and
payable on the first day of each month thereafter with the
forty-ninth (49th) and final payment in an amount equal to the
unpaid principal amount of the term Loan plus all accrued
interest payable on the last day of the Term. The Term Loan
shall be evidenced by and subject to the terms and conditions
set forth in the secured promissory note ("Term Note") in
substantially the form attached hereto as Exhibit 2(o). The
Term Loan may be prepaid, in whole or in part, at the option
of Borrowers but only (i) with the proceeds of Equipment and
of General Intangibles relating to Equipment and/or (ii)
except as specifically provided in the foregoing subsection
(i), from a source other than the proceeds of Collateral. All
prepayments shall be applied to installments of the Term Loan
in the inverse order of the maturities thereof.
2.2 Section 12(q) of the Loan Agreement is hereby amended in
its entirety to read as follows:
(q) it shall not permit the Fixed Charge Coverage at the end
of each fiscal quarter set forth below to be less than the
amount set opposite such date:
Date Fixed Charge Coverage
---- ---------------------
December 31, 1997 1.30 to 1.00
March 31, 1998 0.91 to 1.00
June 30, 1998 0.91 to 1.00
September 30, 1998 0.91 to 1.00
December 31, 1998 0.91 to 1.00
March 31, 1999 and 1.30 to 1.00
thereafter
3. Waiver. Subject to satisfaction of the conditions precedent
set forth in Section 4 below, Lender hereby waives the Event of Default which
has occurred as a result of Borrowers' non-compliance with Section 12(q) of the
Loan Agreement to the extent such Event of Default arose solely as a result of
Borrowers' failure to comply with the Fixed Charge Coverage requirements as of
December 31, 1997.
4. Conditions of Effectiveness. This Amendment shall become
effective when Lender shall have received (i) four (4) copies of this Amendment
executed by each Borrower and consented and agreed to by each of ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ Industries, Ltd. and General Bearing and Hyatt as guarantors and World
Machinery Company as subordinated lender, and (ii) a waiver fee in the amount of
$5,000 (which fee shall be charged to Borrowers account).
5. Representation and Warranties. Each Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of
each Borrower and are enforceable against each Borrower in
accordance with their respective terms.
(b) Upon the effectiveness of this Amendment, each
Borrower hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement to the extent the same
are not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
(c) No Event of Default has occurred and is continuing
or would exist after giving effect to this Amendment.
(d) No Borrower has any defense, counterclaim or offset
with respect to the Loan Agreement.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Loan
Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan
Agreement, and all other documents, instruments and agreements executed and/or
delivered in connection therewith, shall remain in full force and effect, and
are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Lender,
nor constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. Governing Law. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.
8. Headings. Section headings in this Amendment are included
herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
9. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first written above.
GENERAL BEARING CORPORATION
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
HYATT RAILWAY PRODUCTS CORP.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
BNY FINANCIAL CORPORATION
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
CONSENTED AND AGREED TO:
FISCO INDUSTRIES, LTD., as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
GENERAL BEARING CORPORATION, as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
SIGNATURES CONTINUED ON NEXT PAGE
HYATT RAILWAY PRODUCTS CORP., as Guarantor
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
__________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇, Limited Guarantor
WORLD MACHINERY COMPANY,
as subordinated lender
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
