EXHIBIT 10.23
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment Number One to Amended and Restated Loan and Security
Agreement ("Amendment") is entered into as of June 28, 1999, by and among
FOOTHILL CAPITAL CORPORATION ("Foothill"), ALLIED HEALTHCARE PRODUCTS, INC., B&F
MEDICAL PRODUCTS, INC., and LIFE SUPPORT SYSTEMS, INC. (jointly "Borrowers"), in
light of the following:
A. Borrowers and Foothill have previously entered into that certain
Amended and Restated Loan and Security Agreement, dated as of September 10, 1998
(the "Agreement").
B. Borrowers and Foothill desire to amend the Agreement as provided for
and on the conditions herein.
NOW, THEREFORE, Borrowers and Foothill hereby amend and supplement the
Agreement as follows:
1. DEFINITIONS. All initially capitalized terms used in this Amendment
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shall have the meanings given to them in the Agreement unless specifically
defined herein.
2. AMENDMENTS.
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(a) The definition of "Applicable Margin" in Section 1.1 of the
Agreement is amended to read as follows:
"'Applicable Margin' E 99182510325 meansE 991825113 : (a) with
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respect to Eurodollar Rate Loans, 2.50%, and (b) with respect to all other
Obligations (other than outstanding L/Cs), 0.25%, in each case subject to
adjustment as provided herein. In the event that (i) Parent's audited financial
statements delivered pursuant to Section 6.3 (b) for its fiscal year ending June
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30, 1999, for its fiscal year ending June 30, 2000, for its fiscal year ending
June 30, 2001 or for its fiscal year ending June 30, 2002 indicate that Parent's
consolidated net profit (as defined by GAAP) after taxes for such fiscal year of
Parent is at least $1.00, and (ii) no Default or Event of Default is then
existing, then the then existing Applicable Margin shall be reduced by 0.25% on
Foothill's receipt of such statements evidencing such profit (such date of
receipt in either such year the "Adjustment Date"), but effective retroactively
to the August 15 immediately preceding such Adjustment Date. An appropriate
credit shall be given promptly (but no sooner than the first day of the month
following the Adjustment Date) to Borrower in the event of, and to give effect
to, any such retroactive adjustments to the Applicable Margin. The maximum
aggregate reduction of the Applicable Margin (if Borrower has consolidated net
profits in each such fiscal year) would be 0.50%, resulting in an adjusted
Applicable Margin of 2.00% for Eurodollar Rate Loans and -0.25% for all other
Obligations (other than outstanding L/Cs). Notwithstanding anything to the
contrary in this definition: (y) any adjustment to the Applicable Margin with
respect to Eurodollar Rate Loans will only affect Eurodollar Rate Loans with
Interest Periods commencing after the relevant Adjustment Date; and (z) at any
time during the term of this Agreement that an Event of Default exists, interest
will be calculated on the basis of Section 2.6 (c)."
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(b) The Maturity Date in Section 3.4 of the Agreement is amended
to be January 6, 2003.
(c) Section 3.6 of the Agreement is amended to read as follows:
"EARLY TERMINATION BY BORROWERS. The provisions of Section 3.4 that
allow termination of this Agreement by Borrowers only on the Maturity Date
notwithstanding, Borrowers have the option, at any time upon 90 days prior
written notice to Foothill, to terminate this Agreement by paying to
Foothill, in cash, the Obligations (including an amount equal to 102% of
the undrawn amount of the Letters of Credit), in full, together with a
premium (the "Early Termination Premium") equal to the following amounts:
(a) $300,000 if such prepayment occurs on or before August 15, 1999, (b)
$200,000 if such prepayment
occurs on or after August 16, 1999 but on or before August 6, 2000; (c)
$100,000 if such prepayment occurs on or after August 7, 2000 but on or
before August 6, 2001, and (d) $50,000 if such prepayment occurs on or
after August 6, 2001."
(d) The final sentence of Section 6.2 of the Agreement is amended to
read as follows:
"In the event that, at any time, Borrowers' excess borrowing
availability under Section 2.1 shall be less than $1,500,000, then Borrowers
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agree that Foothill may, in the exercise of its reasonable credit judgment,
require changes in the frequency and type of reports required under this Section
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6.2."
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(e) Section 7.20(a) of the Agreement is amended to read as follows:
"(a) Minimum Tangible Net Worth. Minimum Tangible Net Worth, at
all times, of not less than $17,500,000, measured as of any month end
commencing with June 30, 1999 and continuing for each month
thereafter."
3. REPRESENTATIONS AND WARRANTIES. Borrowers hereby affirm to Foothill
that all of Borrowers' representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.
4. NO DEFAULTS. Borrowers hereby affirm to Foothill that no Event of
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Default has occurred and is continuing as of the date hereof.
5. CONDITION PRECEDENT. The effectiveness of this Amendment is
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expressly conditioned upon receipt by Foothill of an executed copy of this
Amendment and the attached acknowledgment.
6. COSTS AND EXPENSES. Borrowers shall pay to Foothill all of
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Foothill's out-of-pocket costs and expenses (including, without limitation,
the fees and expenses of its counsel, which counsel may include any local
counsel deemed necessary, search fees, filing and recording fees,
documentation fees, appraisal fees, travel expenses, and other fees)
arising in connection with the preparation, execution, and delivery of this
Amendment and all related documents.
7. LIMITED EFFECT. In the event of a conflict between the terms and
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provisions of this Amendment and the terms and provisions of the Agreement,
the terms and provisions of this Amendment shall govern. In all other
respects, the Agreement, as amended and supplemented hereby, shall remain
in full force and effect.
8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
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number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an
original. All such counterparts, taken together, shall constitute but one
and the same Amendment. This Amendment shall become effective upon the
execution of a counterpart of this Amendment by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.
FOOTHILL CAPITAL CORPORATION,
a California corporation
By: /s/ Xxxxx Xxxxxxxx
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Title: Assistant Vice President
ALLIED HEALTHCARE PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President and CFO
B&F MEDICAL PRODUCTS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President and CFO
LIFE SUPPORT PRODUCTS, INC.,
a California corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President and CFO
