EXHIBIT 10.25
TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
DATED AS OF SEPTEMBER 30, 1996
THIS TENTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the "Tenth
Amendment") effective as of the 19th day of February, 2002, by and among MAXCO,
INC., a Michigan Corporation ("Borrower") and COMERICA BANK, a Michigan banking
corporation ("Bank").
WITNESSETH
WHEREAS, Borrower and Bank entered into a certain Amended and Restated
Loan Agreement dated September 30, 1996, as amended by First Amendment thereto
dated as of August 1, 1997, as further amended by Second Amendment thereto dated
as of June 24, 1998, as further amended by Third Amendment thereto dated as of
September 24, 1998, as further amended by Fourth Amendment thereto dated as of
June 22, 1999, as further amended by Fifth Amendment thereto dated as of
September 1, 1999, as further amended by Sixth Amendment thereto dated as of
July 12, 2000, as further amended by Seventh Amendment dated as of January 11,
2001, as further amended by Eighth Amendment dated as of March 19, 2001; and as
further amended by Ninth Amendment dated as of October 1, 2001 (the
"Agreement"); and
WHEREAS, Borrower and Bank now desire to amend the Agreement for the
purpose of modifying certain financial and other covenants.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower and the Bank hereby agree as follows:
1. In Sub-Section 1.1 of Section 1 of the Agreement, the following
definitions are hereby deleted in their entirety and replaced by the following:
"Advance Formula Agreement" shall mean that certain Advance
Formula Agreement of even date herewith between Borrower and the Bank.
"Collateral Documents" shall mean the Security Agreements, the
Pledge Agreements, the Mortgages, the Grants of Security Interests, and
the Financing Statements.
2. In Sub-section 1.1 of Section 1, the following definitions are
added:
"Grants of Security Interests" shall mean grants of security
interests in Investment Property of Borrower or a Guarantor, including
but not limited to membership interests in limited liability companies
or partnership interests in partnership entities, in such form as shall
be required by the Bank pursuant to this Agreement, which the Borrower
and the Guarantors have previously granted or in the future will grant,
to the Bank, as to any Investment Property.
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"Investment Property" shall have the meaning ascribed to that
term in the Uniform Commercial Code (MCLA 440.1101, et seq.), in effect
in the State of Michigan, as the same may be amended from time to time.
3. Sub-Section 7.7 of Section 7 is hereby deleted in its entirety and
is replaced by the following:
7.7 Guarantee Obligations. Guarantee or otherwise, directly or
indirectly, in any way be or become responsible for obligations of any
other Person, whether by agreement to purchase the indebtedness of any
other Person, agreement for the furnishing of funds to any other Person
through the furnishing of goods, supplies or services, by way of stock
purchase, capital contribution, advance or loan, for the purpose of
paying or discharging (or causing the payment or discharge of) the
indebtedness of any other Person, or otherwise, except for (i) the
endorsement of negotiable instruments by the Borrower or the
Subsidiaries in the ordinary course of business for deposit or
collection, (ii) the guaranty by the Borrower of any and all
obligations of any Subsidiary wholly-owned by Borrower, (iii) the
guaranties by the Borrower listed on Schedule 5.12 of this Agreement;
provided that the aggregate dollar amount of all guarantees expressly
permitted by (ii) and (iii) of this Sub-Section 7.7 shall not, at any
time, exceed $60 Million; provided further that notwithstanding the
foregoing, the aggregate dollar amount of all guarantees expressly
permitted by (ii) and (iii) of this Sub-Section 7.7. shall not exceed
$45 Million at any time beginning April 1, 2002 and thereafter.
4. Reference is made to Paragraph 19 of the Ninth Amendment to the
Amended and Restated Loan Agreement dated as of October 1, 2001 ("Paragraph
19"), which Paragraph 19 is hereby deleted in its entirety and replaced by the
following:
Notwithstanding any provision contained in the Agreement, as
amended, to the contrary, it is specifically agreed that, in addition
to the other obligations of Borrower under the Agreement and the Notes,
Borrower shall undertake and complete the timely sale of those assets,
interests and investments listed upon the attached Schedule of Asset
Sales/Cash Generation Efforts ("Schedule of Sales"), in accordance with
the sale parameters (including range of sale price, approximate dates
of sales and percentage of proceeds to be paid to the Bank) set forth
in the Schedule of Sales, all of which are by this reference
incorporated herein. The Schedule of Sales may be modified only by
written agreement of the Bank, which agreement to modify may be
withheld in the Bank's sole discretion.
5. Except as otherwise provided by this Tenth Amendment, neither the
extension of this Tenth Amendment by the Bank, nor any other act or omission by
the Bank in connection herewith, shall be deemed an express or implied waiver by
the Bank of any default under the Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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The Borrower and the Bank have caused this Tenth Amendment to be
executed by their duly authorized officers as of the day and year first written
above.
MAXCO, INC.
By: /S/ Vincent Shunsky
----------------------------------
Vincent Shunsky
Its: Vice President
COMERICA BANK
By: /S/ David G. Grantham
----------------------------------
Its: Vice President
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The Undersigned Guarantors hereby acknowledge and consent to the above
Tenth Amendment.
Ersco Corporation Pak-Sak Industries, Inc.
By: /S/ Vincent Shunsky By: /S/ Vincent Shunsky
-------------------------- ----------------------------------
Vincent Shunsky Vincent Shunsky
Its: Treasurer Its: Treasurer
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Schedule of
Asset Sales/Cash Generation Efforts
TRANSACTION
- ----------- Range Likely CMA CMA
from to Date % Share (1) $$
------------- ------------- ------------ --------- -------------
Sale of equity interest in L/M Associates II, and all $ 6,650,000 - $13,300,000 * June '02 100% $ 6,650,000 est.
related real estate joint venture entities
Provant, Inc. earn-out 2,750,000 - 2,750,000 May '02 100% 2,750,000 est.
Wright Plastics, Inc. Note repayment 675,000 - 675,000 Aug. '02 100% 675,000 est.
(one-half of $1.3M note)
Pak-Sak, Inc. sale of the business 2,000,000 - 3,000,000 June '02 100% 2,500,000 est.
----------- ----------- -----------
Totals: $12,075,000 - $19,725,000 $12,575,000
=========== =========== ===========
* Amounts yet to be quantified; Maxco's revised equity interest
yet to be quantified; the final amount will be determined
based on final disposition of Partner's/Owner's mutually
agreed upon equity calculation and the Buyer's due diligence
resulting in a final mutually agreed upon sale/purchase price
(1) 100% of asset/investments sales proceeds to be paid to
Comerica and applied first to the Maxco inventory over-formula
facility and, second, to the Maxco term debt, until such time
as the term debt and over-formula facility are paid in full;
thereafter, Maxco may retain all net asset/investments sale
proceeds
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