Exhibit 10
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment to Loan and Security Agreement is made this 13th day of
November, 2000 by and between CONGRESS FINANCIAL CORPORATION, a Delaware
corporation ("Lender") and BONTEX, INC.
("Borrower").
Recitals
Borrower and Lender entered into a certain Loan and Security Agreement
dated January 26, 2000 (together with all amendments, modifications, addenda and
supplements, the "Loan Agreement") and related documents, evidencing certain
financing arrangements between Lender and Borrower as more particularly
described therein.
Borrower has requested certain modifications to the terms and
conditions of the Loan Agreement. Lender is willing to make the said
modifications, subject to the terms and conditions of this Agreement
("Agreement").
In addition, Borrower is not in compliance with certain financial
covenants in the Loan Agreement and has requested Lender to waiver such
noncompliance, and Lender has agreed to such waiver in accordance with the terms
of this Agreement.
NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree, as of the date hereof, as follows:
1. Subsection 2.1(a)(iii)(B) of the Loan Agreement is hereby amended
by deleting the term "Two Million Dollars ($2,000,000)" and substituting in lieu
thereof the term: "One Million Five Hundred Thousand Dollars ($1,500,000)."
2. Section 2.3 of the Loan Agreement is hereby amended by the addition
of the following sentence: "Without in any manner limiting the provisions of
this Section 2.3, Borrower hereby consents to the imposition of an Availability
Reserve in the amount of $425,000, to take effect upon receipt by Lender of Net
Proceeds under Section 6.7, which Availability Reserve shall be continuously
maintained in the exclusive discretion of Lender. In the event the Net Proceeds
are less than $850,000, Lender reserves the right to increase the level of said
Availability Reserve."
3. Section 6.7 of the Loan Agreement is amended by deleting the term
"Term Loan" and substituting therefor the term "Revolving Loans."
4. Section 9.14 of the Loan Agreement is hereby amended to read as
follows:
"9.14. Adjusted Tangible Net Worth. Borrower shall
continuously maintain Adjusted Tangible Net Worth of
not less than Seven Million Eight Hundred Thousand
Dollars ($7,800,000) through December 30, 2000, and
not less than Eight Million Three Hundred Thousand
Dollars ($8,300,000) from December 31, 2000 and at
all times thereafter."
5. This Agreement is conditioned on the payment by Borrower to Lender
of a loan modification supplemental closing fee of $5,000, under Section 3.2 of
the Loan Agreement, which shall be fully earned as of the date hereof.
6. Borrower acknowledges that as of the date of this Amendment,
Borrower is not in compliance with the requirements of Section 9.14 of the Loan
Agreement. Effective upon payment in full of the amount set forth in Section 5
hereof, and in consideration thereof, Lender waives such noncompliance from July
1, 2000 through the date hereof. Lender's agreement to waive such noncompliance
shall not constitute a waiver of any other event which may constitute an Event
of Default or obligate Lender to any future waiver of any Event of Default.
7. Except as expressly amended herein, the terms and conditions of the
Loan Agreement are hereby reaffirmed and ratified in all respects, and Borrower
reaffirms each of the representations and warranties under the Loan Agreement
made by it, as if said representations and warranties were made and given on and
as of the date hereof.
8. The Amendment may be executed in any number of counterparts and by
different parties on separate counterparts (including by facsimile transmission
of executed signature pages hereto), each of which counterparts, when so
executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Amendment.
This Amendment shall become effective upon the execution and delivery of a
counterpart hereof by each of the parties hereof.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, Lender and Borrower have caused these presents to
be duly executed on and as of the date and year first above written.
LENDER BORROWER
CONGRESS FINANCIAL BONTEX, INC.
CORPORATION
By: s/Xxxxx Xxxxxxx By: s/Xxxxx X. Xxxxxxxx
Title: Vice President Title: CEO
Address: Address:
1133 Avenue of the Americas Xxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000 Xxxxx Xxxxx, Xxxxxxxx 00000
