Exhibit 10.1
December 15,2000
Ultralife Batteries, Inc.
2000 Technology Parkway
Newark, NY 14513
Ultralife Batteries (UK) Ltd.
18 Nuffield Way
Abingdon, Oxfordshire, OX 14
1TG England
Re: Second Amendment to Financing Agreements ("Amendment")
Gentlemen:
Reference is made to the Loan and Security Agreement dated June 15, 2000,
between you and the undersigned (the "Loan Agreement"). All capitalized terms
not otherwise defined herein shall have the meanings given such terms in the
Loan Agreement.
Borrowers have requested that Lender agree to certain modifications to the
Loan Agreement. Subject to the terms and conditions hereof, the Lender agrees
with the Borrowers as follows:
(1) Section 9.15 of the Loan Agreement is deleted and replaced with the
following:
"9.15 Adjusted Net Worth. Borrowers shall, at all times, maintain an
Adjusted Net Worth of not less than $40,000,000.00."
(2) In connection with the execution and delivery of this Amendment,
Borrowers shall pay to Lender a fee of $7,500.00, which fee shall be fully
earned and non-refundable on the date hereof.
(3) In connection with the execution and delivery of this Amendment, the
Borrowers shall furnish to the Lender certified copies of all requisite
corporate action and proceedings of the Borrowers in connection with this
Amendment.
(4) Each Borrower confirms and agrees that (a) all representations and
warranties contained in the Loan Agreement and in the other Financing Agreements
are on the date hereof true and correct in all material respects (except for
changes that have occurred as permitted by the covenants in Section 9 of the
Loan Agreement), and (b) it is unconditionally liable for the punctual and full
payment of all Obligations, including, without limitation, all charges, fees,
expenses and costs (including attorneys' fees and expenses) under the Financing
Agreements, and that Borrowers
Ultralife Batteries, Inc.
Ultralife Batteries (UK) Ltd.
December 15, 2000
Page 2
have no defenses, counterclaims or setoffs with respect to full, complete and
timely payment of all Obligations.
(5) Borrowers hereby agree to pay to Lender all reasonable attorney's fees
and costs which have been incurred or may in the future be incurred by Lender in
connection with the negotiation and preparation of this Amendment and any other
documents and agreements prepared in connection with this Amendment. The
undersigned confirm that the Financing Agreements remain in full force and
effect without amendment or modification of any kind, except for the amendments
explicitly set forth herein. The undersigned further confirm that after giving
effect to this Amendment, no Event of Default or events which with notice or the
passage of time or both would constitute an Event of Default have occurred and
are continuing. Except as explicitly provided herein, the execution and delivery
of this Amendment by Lender shall not be construed as a waiver by Lender of any
Event of Default under the Financing Agreements. This Amendment shall be deemed
to be a Financing Agreement and, together with the other Financing Agreements,
constitute the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior dealings, correspondence, conversations
or communications between the parties with respect to the subject matter hereof.
[Remainder of Page Left Intentionally Blank]
Ultralife Batteries, Inc.
Ultralife Batteries (UK) Ltd.
December 15, 2000
Page 3
If you accept and agree to the foregoing please sign and return the
enclosed copy of this letter. Thank you.
Very truly yours,
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND)
By: /s/ Brian Essex
--------------------------------
Name: Brian Essex
Title: Assistant Vice President
AGREED:
ULTRALIFE BATTERIES, INC.
By: /s/ Robert W. Fishback
--------------------------------
Name: Robert W. Fishback
Title: VP-Finance & CFO
ULTRALIFE BATTERIES (UK) Ltd.
By: /s/ J. Barrella
--------------------------------
Name: J. Barrella
Title: Director