EXHIBIT 10.7
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT, ("AMENDMENT TO LOAN AGREEMENT") made
and entered into the _____ day of June, 2002, by and between STILLWATER NATIONAL
BANK AND TRUST COMPANY OF STILLWATER, OKLAHOMA, a National Banking Corporation
(hereinafter referred to as "BANK") and EXCALIBUR HOLDINGS, INC., a Texas
corporation (hereinafter referred as "DEBTOR").
WHEREAS, Bank and Debtor entered into that certain revolving loan
agreement (the "LOAN AGREEMENT") dated the 8TH DAY OF MAY, 2002, whereby Bank
(sometimes referred to therein as "SNB") agreed to make a revolving loan to
Debtor amounts not at any one time in the aggregate principal balance exceeding
the lesser of: (i) the Borrowing Base determined as of the date of borrowing; or
(ii) TWO MILLION AND NO/100 DOLLARS ($2,000,000.00); and
WHEREAS, Bank and Debtor desire to increase the maximum loan amount to
TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($2,500,000.00).
NOW THEREFORE, in consideration of the mutual promises herein
contained, and in consideration of other good and valuable consideration, the
receipt, adequacy and sufficiency of which is hereby acknowledged the parties
hereby agree as follows:
I. AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is hereby amended
and modified as follows:
A. Paragraph 1.1 is amended to read as follows:
"1.1 Subject to the terms and conditions of this Agreement,
Debtor shall have the right from time to time, prior to the
Termination Date, to borrow and, upon repayment, reborrow from
the Bank amounts not at any one time in the aggregate
principal balance exceeding the lesser of: (i) the Borrowing
Base determined as of the date of borrowing; or (ii) TWO
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($2,500,000.00) (hereinafter referred to as "REVOLVING LOAN").
For these purposes:"
B. Subparagraph (b) of Paragraph 1.1 is amended to read as
follows:
"(b) "Borrowing Base" means, as of any given date,
the sum of the following factors: (l) eighty percent (80%), or
at the Bank's sole discretion any lesser percentage designated
upon sixty (60) days notice, of Eligible Trade Accounts
Receivable of Debtor; plus (2) fifty percent (50%) of the
value of the inventory of Debtor, up to a maximum of ONE
MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($1,250,000.00)."
C. Subparagraph (c)(7) of Paragraph 1.1 is hereby amended to read
as follows:
"(7) Eligible Trade Accounts Receivable shall not
include any account receivable of the same account debtor to
the Eligible Creditor in excess of fifteen percent (15%) of
the then Eligible Trade Accounts Receivable calculated after
excluding Eligible Creditor's Eligible Trade Accounts
Receivable; PROVIDED, HOWEVER, Bank hereby conditionally
waives the FIFTEEN PERCENT (15%) limitation regarding J&G
STEEL AND ENVENTURE, a joint venture of Halliburton and Shell
Oil Company, ("J&G") and instead shall permit Eligible Trade
Accounts Receivable to include J&G's account receivable to the
Eligible Creditors to be up to TWENTY-FIVE (25%) of the then
Eligible Trade Accounts Receivable calculated after excluding
Eligible Creditor's Eligible Trade Accounts Receivable, which
waiver may be withdrawn by Bank, in its sole discretion, at
any time upon notice to Debtor; and"
D. Subparagraph (a) of Paragraph 6.1 shall be amended to read as
follows:
"(a) Become or remain liable in any manner in respect
of any indebtedness or contractual liability (including,
without limitation, notes, bonds, debentures, loans,
guaranties, and pension liabilities, whether or not contingent
and whether or not subordinated), except with respect to any
other indebtedness to Bank, and except:"
E. The first sentence of Paragraph 8.2 shall be amended to read:
"The Debtor shall pay to the Bank a loan fee of 1/4 of 1% of
the maximum aggregate principal amount permitted under of the
Revolving Note. In the event there is an increase in the
maximum amount permitted, the Debtor shall pay to the Bank an
additional loan fee of 1/4 of 1% of the amount of such
increase. The Debtor shall pay to the Bank the amount of all
reasonable out-of-pocket expenses, including the fees, and
disbursements of legal counsel for the Bank paid or incurred
by the Bank in connection with the preparation, execution,
delivery and performance of the Loan Agreement, the Revolving
Note, the Security Agreement, the Guaranties and all documents
deemed necessary by the Bank, and any amendment or
modification thereof. The Debtor agrees to indemnify and hold
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harmless the Bank from and against any and all taxes
(including documentary taxes), assessments and other charges
(except net income taxes) levied or based upon or payable in
connection with the execution, delivery and performance of the
Loan Agreement or the Note, the Security Agreement, or any
amendment thereof, levied or based upon payable in connection
with, or measured by the indebtedness evidenced by the
Revolving."
II. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and
warrants to Bank that there does not presently exist any Event of Default under
Section 7.l of the Loan Agreement or any event which, with the giving of notice
or the lapse of time (or both) would become an Event of Default, and that there
has been no material adverse change in Debtor's financial condition since the
making of the Loan. Debtor acknowledges that Bank has materially relied upon
this representation and warranty as a condition precedent to Bank's making this
Amendment to Loan Agreement.
III. OTHER CHANGES. The provisions of this Amendment to Loan Agreement
shall be incorporated into the Loan Agreement in a manner so as to reasonably
give effect to the intent of the parties under this Amendment to Loan Agreement.
In the event of a conflict between the provisions of this Amendment to Loan
Agreement and the Loan Agreement, the provisions of this Amendment to Loan
Agreement shall take precedence. Except as specifically set forth herein, there
are no other changes to the Loan Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the day and year
first above written.
"DEBTOR"
Excalibur Holdings, Inc.
a Texas corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer
"BANK"
Stillwater National Bank and Trust Company,
Stillwater, Oklahoma,
By: /S/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice-President
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"INDIVIDUAL GUARANTORS"
/S/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
"CORPORATE GUARANTORS"
Excalibur Aerospace, Inc.
an Oklahoma corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer
Excalibur Steel, Inc.
an Oklahoma corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer, Excalibur Services,
Inc. an Oklahoma corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer
▇▇▇▇▇▇▇ Machine Works, Inc.
a Texas corporation
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇, President and Chief
Executive Officer
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