EXHIBIT 10.22
SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT
This Sixth Amendment to Amended and Restated Credit Agreement ("Sixth
Amendment") is dated effective December 27, 1995 among NBD BANK, formerly NBD
Bank N.A., successor by merger to National Bank of Detroit ("NBD" or "Bank"),
as lender, with its main offices at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000, and Secom General Corporation, a Delaware corporation ("Secom"), whose
address is 00000 Xxxxx Xxxxx Xxx., Xxxx, Xxxxxxxx 00000; Uniflow Corporation,
a Michigan corporation ("Uniflow"), whose address is 00000 Xxxx Xxxxx, Xxxx,
Xxxxxxxx 00000; Triple Technologies, Inc. (formerly known as Triple Tool,
Inc.), a Michigan corporation ("Triple Tech.") whose address is 00000 Xxxxx
Xxxxx Xxx., Xxxx, Xxxxxxxx 00000; Micanol, Inc., a Michigan corporation
("Micanol") whose address is X.X. Xxx 000, 00000 Xxxxx Xxxxx, Xxxx, Xxxxxxxx
00000; L&H Die, Inc., a Michigan corporation ("L&H"), whose address is 00000
Xxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000; Form Flow, Inc., a Michigan corporation
("Form Flow"), whose address is 6901 Cogswell, Xxxxxxx, Xxxxxxxx 00000; and
Tri-Tec Plastics Corporation, a Michigan corporation ("Tri-Tec"), whose
address is 00000 Xxxxx Xxxxx Xxx., Xxxx, Xxxxxxxx 00000 (such corporations
being sometimes collectively referred to as the "Borrowers" and individually
as a "Borrower"), as borrowers.
This Sixth Amendment amends the Amended and Restated Credit Agreement
dated December 15, 1993, among NBD and the Borrowers, as amended by (i) the
First Amendment to Amended and Restated Credit Agreement dated July 19, 1994,
(ii) the letter dated August 19, 1994 from NBD to Secom, (iii) the Third
Amendment to Amended and Restated Loan Agreement dated December 28, 1994, (iv)
the Fourth Amendment to Amended and Restated Loan Agreement dated February 17,
1995 and (v) the Fifth Amendment to Amended and Restated Loan Agreement dated
December 1, 1995 (as so amended, the "Credit Agreement" or "Agreement").
Capitalized terms not otherwise defined herein shall have the meanings given
to them in the Credit Agreement.
Recitals
A. NBD has made available to the Borrowers revolving credit loans and
term loans as more fully described in the Credit Agreement.
B. The Borrowers have requested, among other things, that NBD extend
the maturity of certain loans, including the Line of Credit, Equipment Line of
Credit and the $1,738,649.61 Joint Note.
C. NBD is willing to provide such financing on the terms and conditions
set forth in this Sixth Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Line of Credit. The first three paragraphs of Section 1.1 of the
Credit Agreement are hereby amended in its entirety to read as follows:
1.1 Line of Credit. From time to time prior to December 31, 1996 (the
"Expiration Date"), NBD agrees to consider, subject to the terms and
conditions set forth in this Agreement and in the sole discretion of
NBD, lending and relending to Borrowers at any time and from time to
time from the date of this Sixth Amendment such amounts as Borrowers
(or Secom on behalf of Borrowers) may request (the "Line of Credit" or
the "Credit"), provided that the outstanding aggregate credit shall not
exceed an amount equal to the lesser of (a) the principal amount of
$4,500,000 or (b) the sum of (i) 80% of Net Qualified Accounts, (ii)
50% of Qualified Inventory consisting of raw materials, and (ii) 25% of
Qualified Inventory consisting of work in process and finished goods;
provided, however, that in no event shall the amount advanced against
all Qualified Inventory, at any one time outstanding, exceed the
principal sum of $500,000. This Line of Credit is in replacement, but
not repayment of the Joint Line of Credit described in Recital B.
NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT OR ANY OF THE LOAN
DOCUMENTS ON THE CONTRARY, NBD SHALL NOT BE OBLIGATED TO LEND OR RELEND
TO BORROWERS AT ANY TIME; EACH BORROWING OR REBORROWING WHICH IS MADE
UNDER THIS AGREEMENT WILL BE MADE AT THE OPTION, AND IN THE SOLE
DISCRETION, OF NBD. All such loans will be evidenced by a single Fourth
Amended and Restated Master Demand Business Loan Note of the Borrowers
(together with any modifications, replacements or renewals thereof, the
"Line of Credit Note"), payable to the order of NBD and dated as of the
date of the Sixth Amendment, in substantially the form of Exhibit 1.1
(1995) attached to the Sixth Amendment. Interest on the outstanding
loans under the Line of Credit shall accrue at the rate and be payable
at the time set forth in the Line of Credit Note. The Line of Credit
Note shall be executed by Borrowers and delivered to NBD prior to or
simultaneously with the execution of the Sixth Amendment.
In addition to any other payments of principal or interest due
NBD under the Line of Credit Note and this Agreement, at any time the
Line of Credit Note bears interest at the prime rate, then Borrowers
shall pay to NBD an inventory reliance fee of one quarter percent
(1/4%) per annum, charged monthly in arrears, based on the monthly
average outstanding balance under the Line of Credit supported by
Qualified Inventory. For purposes of computing such inventory reliance
fee, the principal outstanding under the Line of Credit Note shall
first be attributed to Qualified Receivables.
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2. Extended Equipment Line. Section 1.2D of the Credit Agreement is
hereby amended by deleting the date "December 31, 1995" and inserting in lieu
thereof the date "December 31, 1996".
3. Amended Term Loan. A new Section 1.2E is hereby added to the Credit
Agreement to read as follows:
1.2E Simultaneously with the Sixth Amendment to Amended and Restated
Credit Agreement, NBD will extend a term loan to Secom and Uniflow in
the original principal amount of $1,400,000.00 to mature on December 31,
1996, all of which will be used to refinance (but not repay) the
$1,738,649.61 Joint Note. Such loan will be evidenced by an Amended and
Restated Installment Business Loan Note substantially in the form of
Exhibit 1.2E attached to the Sixth Amendment (together with any
amendments, extensions, renewals or restatements, the "Joint Novi
Mortgage Note").
4. Definitions. All references in the Credit Agreement to the "Notes"
and the "Term Notes" shall hereafter include the Joint Novi Mortgage Note. All
references to the "Obligations" in the Credit Agreement shall hereafter
include the liabilities and obligations under the Joint Novi Mortgage Note.
All references to the $1,738,649.61 Joint Note shall hereafter refer to the
Joint Novi Mortgage Note. All references in the Credit Agreement to the "Loan
Documents" shall include the documents and instruments executed pursuant to
this Sixth Amendment.
5. Interest Rate on Line of Credit Note and Term Note. The table for
the Applicable Margin as set forth by the Fifth Amendment to Amended and
Restated Loan Agreement is hereby amended in its entirety to read as follows:
Total Liabilities to
Tangible Capital Funds
(determined under Applicable Margin Applicable Margin
Section 5.1C) is: for Term Notes for Line of Credit Note
----------------- -------------- -----------------------
Greater than or equal to 1.75% 1.25%
2.0 to 1.0
from 1.75 to 1.0 up to and 1.50% 1.00%
including 1.99 to 1.0
from 1.50 to 1.0 up to and 1.25% .75%
including 1.74 to 1.0
from 1.25 to 1.0 up to and 1.00% .50%
including 1.49 to 1.0
from 1.01 to 1.0 up to and .75% .25%
including 1.24 to 1.0
less than 1.0 to 1.0 .50% .00%
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6. Conditions Precedent. NBD shall not be required to extend the Line
of Credit described in Section 1.1 of the Credit Agreement, extend the
Equipment Line as described in Section 1.2D of the Credit Agreement or make
the loan described in Section 1.2E of the Credit Agreement unless and until
all of the terms and conditions of Article II of the Credit Agreement have
been and continue to be met, and, in addition:
(a) NBD shall have received the Line of Credit Note, executed
and delivered on each of the Borrowers,
(b) NBD shall have received the Joint Novi Mortgage Note,
executed and delivered on Secom and Uniflow;
(c) NBD shall have received this Sixth Amendment, executed and
delivered by each of the Borrowers;
(d) NBD shall have received an officers certificate from each
Borrower in form and substance satisfactory to NBD; and
(e) NBD shall have received simultaneously with the execution of
this Sixth Amendment a closing fee of $750 from the Borrowers.
7. Additional Defaults. NBD may fund any loan without waiving any of
the conditions set forth in Section 6 of this Sixth Amendment. Unless
otherwise agreed to in writing by NBD, if the Borrowers fail to comply with
any condition in this Sixth Amendment within 15 days after a written request
for compliance is sent by NBD to Secom, NBD may consider such failure an Event
of Default under the Credit Agreement.
8. Expenses. Borrowers acknowledge and agree that the Borrowers will
pay reasonable attorneys' fees and out of pocket costs of NBD in connection
with or with respect to this Sixth Amendment and the loans funded pursuant
hereto.
9. Ratification. The parties hereto acknowledge and agree that the
terms and provisions of this Sixth Amendment amend, add to and constitute a
part of the Credit Agreement. Except as expressly modified and amended by the
terms of this Sixth Amendment, all of the other terms and conditions of the
Credit Agreement and all of the documents executed in connection therewith or
referred to or incorporated therein (including, without limitation, the
Restated Guaranties), remain in full force and effect and are hereby ratified,
confirmed and approved.
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10. Express Conflicts. If there is an express conflict between the
terms of this Sixth Amendment and the terms of the Credit Agreement, or any of
the other agreements or documents executed in connection therewith or referred
to or incorporated therein, the terms of this Sixth Amendment shall govern and
control.
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment to
Amended and Restated Credit Agreement effective as of the date noted above.
SECOM GENERAL CORPORATION
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
UNIFLOW CORPORATION
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
TRI-TEC PLASTICS CORPORATION
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
TRIPLE TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
MICANOL, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
(Signatures continue on next page)
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L&H DIE, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
FORM FLOW, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------
Its: Vice President
--------------------------------
NBD BANK
By: /s/ Xxxxxxx X'Xxxxxx
--------------------------------
Its: Vice President
--------------------------------
EXHIBITS
Exhibit 1.1 Line of Credit Note
Exhibit 1.2E Joint Novi Mortgage Note
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EXHIBIT 1.1(1995)
FOURTH AMENDED AND RESTATED
MASTER DEMAND BUSINESS LOAN NOTE
Amount: $4,500,000.00 Dated: as of December 1, 1995
Made at Detroit, Michigan.
FOR VALUE RECEIVED, the undersigned, jointly and severally, promise to
pay a the earlier of (i) December 31, 1996, or (ii) ON DEMAND to the order of
NBD BANK ("Bank"), at its offices in Detroit, Michigan or at such other place
as the holder of this note may from time to time designate in writing, the
principal sum of Four Million Five Hundred Thousand and 00/100 Dollars
($4,500,000.00), plus interest, payable as follows: monthly interest payments
in the amount set forth below commencing on January 1, 1996, and continuing on
the 1st day of each consecutive month thereafter, and a final payment, of the
outstanding principal balance plus all accrued but unpaid interest on December
31, 1996.
The indebtedness under this Note outstanding from time to time prior to
maturity (whether by acceleration or otherwise) or the occurrence of an Event
of Default shall bear interest on the basis of a year of 360 days for the
actual number of days elapsed in each month, at a per annum rate equal to the
Applicable Margin (defined below) plus the rate announced from time to time by
the Bank as its "prime rate" (the "Note Rate"), which prime rate may not be
the lowest rate charged by the Bank to any of its customers. Each change in
the prime rate will immediately result in a change of the Note Rate. After
maturity, or from and after an Event of Default as defined in the Credit
Agreement, described below the outstanding principal balance under this Note
shall bear additional interest from and after such maturity date or the
occurrence of the Event of Default, at a rate of three (3%) percentage points
per annum above the Note Rate until the Note is fully paid or the Event of
Default is fully cured (the "Default Rate").
The "Applicable Margin" will be determined according to the following
table:
Total Liabilities to Tangible
Tangible Capital Funds
(determined under Section 5.1C Applicable Margin
of the Credit Agreement) is: for the Note
---------------------------- ------------
Greater than or equal to 2.0 to 1.0 1.25%
from 1.75 to 1.0 up to and including 1.99 to 1.0 1.00%
from 1.50 to 1.0 up to and including 1.74 to 1.0 .75%
from 1.25 to 1.0 up to and including 1.49 to 1.0 .50%
from 1.01 to 1.0 up to and including 1.24 to 1.0 .25%
less than 1.0 to 1.0 .00%
The Applicable Margin will be adjusted effective on the first day of the next
fiscal quarter after receipt of the quarterly financial statements delivered
to the Bank pursuant to Section 5.4 of the Credit Agreement. If such quarterly
financial statements are not delivered by the end of the quarter in which they
are due, the ratio of Total Liabilities to Tangible Capital Funds will be
deemed to be greater than 2.0 to 1.0 until quarterly financial statements are
delivered to the Bank. Any appropriate adjustments to the Applicable Margin
will be effective upon the date of receipt by the Bank of the overdue
financial statements.
Principal of and interest on this Note shall be payable in lawful money
of the United States of America. The undersigned agrees to pay all costs of
collection and enforcement of this Note, including reasonable attorneys' fees
and court costs.
The indebtedness under this Note may be prepaid in whole or in part at
any time. In addition to the principal payments described above, additional
payments on this Note may be due and payable pursuant to the terms of the
Amended and Restated Credit Agreement dated as of December 15, 1993, as
amended by (i) the First Amendment to Amended and Restated Credit Agreement
dated July 19, 1994, (ii) the letter dated August 19, 1994 from NBD to Secom,
(iii) the Third Amendment to Amended and Restated Loan Agreement dated
December 28, 1994, (iv) the Fourth Amendment to Amended and Restated Loan
Agreement dated February 17, 1995 and (v) the Fifth Amendment to Amended and
Restated Loan Agreement dated December 1, 1995 (as so amended, the "Credit
Agreement" or "Agreement"). Capitalized terms not otherwise defined herein
shall have the meanings given them in the Credit Agreement.
This Fourth Amended and Restated Master Demand Business Loan Note,
among other things, amends, restates and consolidates (but does not discharge)
the indebtedness outstanding under that certain Third Amended and Restated
Master Demand Business Loan Note dated December 28, 1994, in the original
amount of $4,500,000, that certain Second Amended and Restated Master Demand
Business Loan Note dated December 13, 1994, in the original principal amount
of $4,200,000, that certain Amended and Restated Master Demand Business Loan
Note dated September 1, 1993, in the original principal amount of $4,200,000,
that certain Master Demand Business Loan Note dated April 29, 1993, in the
original principal amount of $4,200,000, that certain Master Demand Business
Loan Note, dated March 23, 1993, in the original principal amount of
$4,000,000, and that certain Master Demand Business Loan Note dated as of
December 19, 1991, in the original principal amount of $4,000,000. Any
reference in any other document or instrument to the foregoing notes shall
constitute a reference to this Fourth Amended and Restated Master Demand Note.
This Note is given pursuant to the terms and conditions of the Credit
Agreement. This Note is secured by, among other collateral, the collateral
granted to Lender under the terms of the Credit Agreement and the Loan
Documents. The occurrence of any default under the Credit Agreement or any of
the Loan Documents (as such documents may have been amended by the Credit
Agreement), or any document or instrument referred to or incorporated into any
of the foregoing shall be deemed a default under this Note and shall entitle
the holder of this Note to accelerate the maturity of the debt evidenced by
this Note and to have all rights and remedies afforded by law or available
under the Credit Agreement, the Loan Documents and under all other agreements
referred to or executed in connection with any of the foregoing.
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The undersigned, and all endorsers and guarantors, hereby severally
waive valuation and appraisement, presentment, protest and demand, notice of
protest, demand and dishonor and nonpayment of this Note, and expressly agree
that the maturity of this Note, or any payment due under this Note, may be
extended from time to time without in any way affecting the liability of the
undersigned or such endorsers or guarantors.
This Note, made and executed in the State of Michigan, shall be
governed and construed according to the internal laws of the State of
Michigan.
SECOM GENERAL CORPORATION,
a Delaware corporation
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
-------------------------------
Title: Vice President
--------------------------
00000 Xxxxx Xxxxx Xxx.
Xxxx, Xxxxxxxx 00000
UNIFLOW CORPORATION
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Its: Vice President
--------------------------------
00000 Xxxx Xxxxx
Xxxx, Xxxxxxxx 00000
(Signatures continue)
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MICANOL, INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Its: Vice President
--------------------------------
X.X. Xxx 000
00000 Xxxxx Xxxxx
Xxxx, Xxxxxxxx 00000
TRIPLE TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Its: Vice President
--------------------------------
0000 Xxxxx Xxxxx
Xxxx, Xxxxxxxx 00000
L&H DIE, INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Its: Vice President
--------------------------------
00000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
FORM FLOW, INC.
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Its: Vice President
--------------------------------
6901 Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
TRI-TEC PLASTICS CORPORATION
By: /s/ Xxxx Xxxxxxx
-------------------------------------
Its: Vice President
--------------------------------
00000 Xxxxx Xxxxx Xxx.
Xxxx, Xxxxxxxx 00000
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