EXHIBIT 10.16
AMENDMENT NO. 6 TO LOAN AGREEMENT
THIS AMENDMENT NO. 6 TO LOAN AGREEMENT (the "Amendment") is made and
entered into as of October 10, 2001, by and between LaSALLE BANK NATIONAL
ASSOCIATION, f/k/a LaSALLE NATIONAL BANK, a national banking association (the
"Lender"), and KOSS CORPORATION, a Delaware corporation (the "Borrower").
R E C I T A L S:
Borrower and Lender entered into that certain Loan Agreement dated February
17, 1995, as amended by that certain Amendment No. 1 to Loan Agreement dated
June 15, 1995, as further amended by that certain Amendment No. 2 to Loan
Agreement dated May 20, 1996, as further amended by that certain Amendment No. 3
to Loan Agreement dated December 31, 1997, as further amended by that certain
Amendment No. 4 to Loan Agreement dated April 29, 1999, and as further amended
by that certain Amendment No. 5 dated December 15, 1999 (collectively, the "Loan
Agreement"), pursuant to which Lender agreed to provide Borrower with a
revolving line of credit up to $10,000,000.00 (the "Revolving Loan"); and
Borrower has requested Lender to extend the Maturity Date of the Revolving
Loan to November 1, 2002, and Lender has agreed to do so provided, among other
things, Borrower executes and delivers this Amendment.
NOW THEREFORE, in consideration of the premises which are incorporated
herein by this reference, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 2.1(A) of the Loan Agreement shall be deleted in its entirety
and replaced with the following new Section 2.1(A):
Subject to the terms and conditions of this Agreement, on the date
upon which all terms and conditions of the Documents have been met or
fulfilled to the satisfaction of Lender (the "Closing Date"), the
Lender agrees to make loans to Borrower on a revolving basis (such
loans being herein called individually, a "Revolving Loan", and
collectively, the "Revolving Loans") from time to time in such amounts
as Borrower may from time to time request up to an aggregate amount
outstanding of $10,000,000.00; provided, however, that (i) each
borrowing by Borrower hereunder with respect to any Revolving Loan
shall be in the aggregate principal amount of at least $10,000.00;
(ii) the Lender's commitment to make Revolving Loans shall remain in
effect for a period to and including November 1, 2002 (the "Revolver
Termination Date"); (iii)
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notwithstanding any provision herein to the contrary (1) upon the
occurrence and continuance of any Event of Default, and in each such
event, the Lender may, in its sole discretion, immediately cease to make
Revolving Loans; and (2) on the Revolver Termination Date, Borrower shall
repay to the Lender all Revolving Loans, plus interest accrued to the date
of payment; and (iv) for a period of at least 30 consecutive days during
each fiscal year of Borrower, the amount of Revolving Loans outstanding
shall not exceed $2,000,000.00.
2. Subsection 2.1(B)(b) of the Loan Agreement shall be deleted in its
entirety and replaced with the following new Subsection 2.1(B)(b):
(b) all Letters of Credit shall expire prior to November 1, 2002.
3. Subsection 5.1(S) of the Loan Agreement shall be deleted in its
entirety and replaced with the following new Subsection 5.1(S):
(s) Tangible Net Worth. Borrower, on a consolidated basis, shall not
cause, suffer or permit its Tangible Net Worth (including adjustment for
transactions with Affiliates) to be less than $10,000,000.00 at any time.
4. Borrower shall deliver to Lender as a condition to Lender's
undertakings as provided hereunder, note amendments, a copy of its Articles of
Incorporation certified by the Delaware Secretary of State, a directors'
consent, secretary's certificate and such other documents as Lender shall
request, each in form and substance satisfactory to Lender and its counsel.
5. All references to "the Agreement" in the Loan Agreement shall mean
the Loan Agreement as amended by this Amendment. All references to "the Loan,"
"the Loans," in the Loan Agreement shall include the loan amendments made
hereunder. All references to "the Documents" in the Loan Agreement shall
include this Amendment, the amendment to the Revolving Note and any other
instrument or document required hereunder, whether now existing or at any time
hereafter arising. All references to "the Revolving Note" and in Loan Agreement
shall include the amendments thereto.
6. All of the agreements, representations, covenants and obligations set
forth in the Loan Agreement and hereby reaffirmed and restated as of the date
of this Amendment. All representations and warranties contained in the Loan
Agreement remain true and correct as of the date of this Amendment.
7. Borrower agrees to pay all fees and out-of-pocket expenses of Lender
including, without limitation, outside counsel to the Lender in connection with
the preparation of this Amendment, and any and all
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agreements, instruments and documents required or contemplated by this
Amendment.
8. Except as specifically amended and modified by this Amendment: (a) the
Loan Agreement shall remain in full force and effect and is hereby restated and
incorporated herein by this reference; and (b) all terms defined in the Loan
Agreement shall have the same meanings herein as therein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to
be duly executed and delivered at Chicago, Illinois, as of the date first above
written.
LaSALLE BANK NATIONAL ASSOCIATION KOSS CORPORATION
By: /s/ James J. Hess By: /s/ Michael J. Koss
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Title: JAMES J. HESS VICE PRESIDENT Title: CEO President
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ATTEST:
By: Laura T. Scuff
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Title: Notary Public
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