FOURTH AMENDMENT TO
FIFTH AMENDED AND RESTATED LOAN AGREEMENT
This is the fourth amendment (the "Amendment") dated as of March 27,
2001, to the Fifth Amended And Restated Loan Agreement dated November 12, 1999
as amended by the first amendment dated March 24, 2000, the second amendment
dated as of August 11, 2000, and the third amendment dated February 15, 2001
(the "Loan Agreement") by and between Blonder Tongue Laboratories, Inc. having
an office at One Jake Brown Road, Old Bridge, New Jersey 08857 (the "Borrower"),
and First Union National Bank having an office at 190 River Road, Summit, New
Jersey 07901 (the "Bank").
RECITALS
A. Borrower has requested an amendment modifying certain financial
covenants and extending the "Termination Date" of the Loan Agreement to November
30, 2001.
B. The Bank is willing to amend the Loan Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the agreement of the parties contained
herein, and intending to be legally bound, the parties hereto agree as follows:
1. Definitions.
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Capitalized terms used herein and not defined shall have the meanings
assigned to them in the Loan Agreement as amended by any prior amendments.
2. Amendments to Loan Agreement.
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a. Section 2.1(a) is hereby amended to replace "April 30, 2001" with
"November 30, 2001".
b. Section 7.1(b) is hereby amended, effective as of December 31,
2000, to read as follows:
"Have a Fixed Charge Ratio of less than (i) 1.0 to 1 at December 31,
1999, (ii) 1.1 to 1 for March 31, 2000, (iii) 1.2 to 1 for June 30,
2000, (iv) 1.3 to 1 for September 30, 2000, (v) 1.2 to 1 for December
31, 2000, and (vi) 0.9 to 1.0 for March 31, 2001 (with no minimum
Fixed Charge Ratio being required thereafter). "Fixed Charge Ratio" of
the Borrower as of the last day of any fiscal quarter shall mean the
ratio of (x) EBITDA of the Borrower for the four fiscal quarter period
ending on that date, to (y) the sum of (A) interest expense and income
tax expense for the four fiscal quarter period ending on that date,
and (B) current maturities of long term Indebtedness and obligations
under capital and operating leases for the four fiscal quarters
following such date."
3. General.
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This Amendment is made pursuant to the Loan Agreement, and the parties
hereto acknowledge that all provisions of the Loan Agreement, except as amended
hereby, shall remain in full force and effect.
4. Definitions.
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Whenever appearing in the Loan Agreement or any other Loan Document, the
term "Agreement" shall be deemed to mean the Loan Agreement as amended hereby.
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5. Representations and Warranties.
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The Borrower represents and warrants to the Bank that: (i) it has the
power, and has taken all necessary action to authorize, execute and deliver this
Amendment and perform its obligations in accordance with the terms thereunder,
(ii) the Amendment is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms without any
offsets, counterclaims or defenses, (iii) the execution, delivery and
performance of this Amendment by the Borrower will not (a) require any
governmental approval or any other consent or approval; or (b) violate, conflict
with, result in a breach of, constitute a default under any agreement to which
it is a party, or result in or require the creation of any lien upon any of the
assets of the Company or any Subsidiary, (iv) no Event of Default has occurred
and is continuing or will result from the execution by the Borrower of this
Amendment, and (v) the financial information provided by the Borrower to the
Bank in connection with the Borrower's request that the Bank enter into this
Amendment is true and correct in all material respects.
6. Audits and Valuations.
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Without changing any of the Bank's other rights under the Loan Agreement,
the Borrower agrees to cooperate, and to pay the fees and expenses of the Bank
in connection, with a collateral audit to be conducted by Boston & Associates.
Reimbursement for or payment of any such fees and expenses shall be made within
ten business days following presentation of an invoice to the Borrower by the
Bank.
7. Amendment Fee.
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The Borrower shall pay to the Bank a fee of $35,000 in connection with this
Amendment which fee shall be due and payable upon the signing of this Amendment.
8. Fees of Bank's Counsel.
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The Borrower shall pay the fees and expenses of McCarter & English in
connection with the preparation and negotiation of this Amendment and all
related documents.
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9. Conditions to Effectiveness.
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It shall be a condition to the effectiveness of this Amendment that the
Bank has received the following:
a. This Amendment, duly executed on behalf of the Borrower and the
Bank;
b. A certificate from the Secretary the Borrower (i) to which is
attached a copy of the Certificate of Incorporation certified by the
Secretary of State of Delaware and a copy of the By-laws of the Borrower
(or a certification that such documents have not been modified since
December 11, 1995), (ii) attesting to authorization of the person signing
this Amendment on behalf of the Borrower, and (iii) setting forth the name
and sample signature of the officers of the Borrower authorized to execute
and deliver this Amendment.
10. Integration.
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This Amendment together with the Loan Agreement constitute the entire
agreement and understanding among the parties relating to the subject matter
hereof and thereof and supersedes all prior proposals, negotiations, agreements
and understandings relating to such subject matter.
11. Severability.
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If any provision of this Amendment shall be held invalid or unenforceable
in whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or enforceability
without in any manner affecting the validity or enforceability of such provision
in any other jurisdiction or the remaining provisions of this Amendment in any
other jurisdiction.
12. No Defenses, Off-Sets or Counterclaims.
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By executing this Amendment, Borrower confirms and acknowledges that as of
the date of execution hereof, Borrower has no defenses, off-sets or
counterclaims against any of Borrower's obligations to the Bank under the Loan
Documents, including the Loan Agreement (as amended hereby). Borrower hereby
acknowledges and agrees that the actual amounts outstanding on the date of
execution hereof are owing the Bank without defense, offset or counterclaim.
13. Incorporation by Reference.
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This Amendment is incorporated by reference into the Loan Agreement and the
other Loan Documents. Except as otherwise provided herein, all of the other
provisions of the Loan Agreement and the other Loan Documents are hereby
confirmed and ratified and shall remain in full force and effect as of the date
of this Amendment.
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14. Governing Law; Successors and Assigns.
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This Amendment is governed by the laws of the State of New Jersey and is
binding upon the Borrower and the Bank and their respective successors and/or
assigns and/or heirs and executors, as the case may be.
15. Counterparts.
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This Amendment may be executed by one or more of the parties on any number
of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, on the date
first above written.
BLONDER TONGUE LABORATORIES, INC.
By:/s/ James A. Luksch
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James A. Luksch
Chief Executive Officer and President
FIRST UNION NATIONAL BANK
By:/s/ Larry F. Lee
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Larry F. Lee
Vice President
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