EXHIBIT 4(a)
EIGHTH AMENDMENT TO CREDIT AND LOAN AGREEMENT
THIS EIGHTH AMENDMENT (the "Amendment"), dated and effective this 12 day
of July, 2002, is made to that certain Credit and Loan Agreement, dated as of
August 7, 1998, as the same was amended by that certain First Amendment to
Credit Agreement and Loan Agreement, dated as of October 6, 1998, that certain
Second Amendment to Credit and Loan Agreement, dated as of February 9, 1999,
that certain Third Amendment to Credit and Loan Agreement, dated as of June 23,
2000, that certain Fourth Amendment to Credit and Loan Agreement, dated as of
August 24, 2000, that certain Fifth Amendment to Credit and Loan Agreement dated
as of July 13, 2001, that certain Sixth Amendment to Credit and Loan Agreement
dated as of December 27, 2001 (the "Sixth Amendment") and that certain Seventh
Amendment to Loan and Credit Agreement dated as of January 18, 2002 (the
"Seventh Amendment")(collectively, the "Loan Agreement"), by and among
TRANSMATION, INC., an Ohio corporation (the "Borrower"), THE LENDERS PARTY
THERETO FROM TIME TO TIME (the "Lenders") and KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Agent (in such capacity, together with its
successors in such capacity, the "Agent").
RECITALS:
WHEREAS, the Borrower has requested that certain changes and modifications
be made to the Loan Agreement and has requested that the Lenders waive certain
loan covenant defaults as of March 31, 2002 and July 12, 2002, and the Lenders
are agreeable to making the same in accordance with the terms and conditions set
forth herein, commencing as of the effective date first written above.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the receipt and sufficiency of which are hereby
mutually acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Definitions; References. All capitalized terms used and not
otherwise defined in this Amendment shall have the meanings ascribed to such
terms in the Loan Agreement. All Section, Subsection and Paragraph references
shall be to Sections, Subsections and Paragraphs of the Loan Agreement. Except
as specifically modified hereby, the Loan Agreement shall remain in full force
and effect.
2. Revolving Credit Loans.
(A) Paragraph (iii) of Subsection (a) of Section 2.01 and all previous
amendments thereto of the Loan Agreement is amended to read in its entirety as
follows:
(i) Notwithstanding anything to the contrary in the foregoing
paragraphs (i) and (ii), and subject to downward adjustment
pursuant to Paragraph 5 of this Amendment, at no time during
the term of this Agreement shall the aggregate amount of the
Lenders' Revolving Credit Commitment, or the aggregate of
outstanding Revolving Credit Loans plus the aggregate undrawn
face amount
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of all issued and outstanding Letters of Credit exceed
$8,400,000.00 (the "Revolving Credit Facility Limit"). The
Revolving Credit Maturity Date shall be August 1, 2003. The
Borrower will execute and deliver Replacement Revolving Credit
Notes as required by Lenders substantially in the form
attached as Exhibit A, and shall make aggregate payments for
the Revolving Credit Notes to the Agent.
(B) Section 2.04 and all previous amendments thereto of the Loan
Agreement is amended to read in its entirety as follows:
(i) The interest rate on the Revolving Credit Loans will be equal
to the Prime Rate, plus 1%, as adjusted from time to time
pursuant hereto. In the event that the Overadvance
(hereinafter defined) exceeds the amounts set forth in
paragraph 3 below, or exists in whole or in part after
December 31, 2002, (in either case an "Unpermitted
Overadvance") it shall be an Event of Default. For so long as
such Event of Default exists, the interest rate on the
Revolving Credit Loans will equal the Prime Rate, as adjusted
from time to time pursuant hereto, plus 3%, for the first
thirty days of such Unpermitted Overadvance and shall increase
by 1% for each and every additional thirty day period that
such Unpermitted Overadvance exists.
3. Revolving Credit Loan Borrowing Formula ("Borrowing Formula").
(A) Paragraph (v) of Subsection (a) of Section 2.01 of the Loan
Agreement is replaced in its entirety with the following:
(v)(i)Notwithstanding any of the provisions of Subsection (a) of
Section 2.01 and any previous amendments thereto, the
principal amount outstanding under the Revolving Credit Loans
shall, at no time, exceed the sum of (X) eighty (80%) percent
of the net amount of Eligible Accounts Receivable (hereafter
defined) on the date of determination and (Y) fifty (50%)
percent of the net amount of Eligible Inventory (hereafter
defined). Notwithstanding, for the period from July 1, 2002 to
September 30, 2002, the Lenders will permit an Overadvance of
up to $500,000.00. From October 1, 2002 to December 31, 2002
the amount of the allowable Overadvance will be reduced to
$300,000.00. Beginning January 1, 2003, no Overadvance will be
permitted.
(ii) $500,000.00 of the Revolving Credit Facility Limit shall be
held or "blocked" to be utilized to pay the costs referenced
in Paragraph 5. No advance shall be made if its making would
cause the aggregate unpaid balance of all advances outstanding
under the Revolving Credit Loans to exceed $8,400,000.00
(subject to downward adjustment pursuant to Paragraph 5 of
this Amendment).
(iii) The Borrower shall provide to the Agent, with a copy to each
Lender, on a monthly basis, a written borrowing base
certificate certifying the amount of
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Eligible Accounts Receivable, Eligible Inventory, outstanding
balance of the Revolving Credit Loans and available amount for
advance under the Borrowing Formula. The monthly borrowing
base certificate will be delivered no later than the 20th day
of the month immediately following the month covered by the
certificate. Failure to deliver the borrowing base certificate
in a timely manner shall constitute an Event of Default and
the interest rate shall adjust to the same rate as set forth
in paragraph 2(B)(i) above for an Unpermitted Overadvance, for
so long as such Event of Default exists.
As used herein, Eligible Accounts Receivable and Eligible Inventory shall
have the following meanings:
"Eligible Accounts Receivable" means an Account Receivable owing to
Borrower which, unless the Bank shall otherwise in its sole discretion agree,
meets with the following specifications at the time it comes into existence and
continues to meet the same until it is collected in full:
(a) The Account Receivable is due and payable not more than thirty (30)
days after the date of invoice therefore (or (45) days for customers that have
historically been billed on such basis), and is not more than ninety (90) days
past due;
(b) The Account Receivable arose from the performance of services or
sale of products by the Borrower;
(c) The Account Receivable is not subject to any prior assignment,
claim, lien or security interest and the Borrower will not make any further
assignment thereof or create any further security interest therein nor permit
the Borrower's rights therein to be reached by attachment, levy, garnishment or
other judicial process;
(d) The net value of an Account Receivable after allowable set off,
credit, or adjustment by the Account Debtor;
(e) Accounts Receivable shall not include: (i) amounts owed to Borrower
from any Subsidiary of Borrower; (ii) amounts due the Borrower from officers,
shareholders or employees; (iii) amounts carried on the books and records of the
Borrower as an intercompany or divisional receivable; (iv) the total receivables
owed by any Account Debtor having more than ten percent (10%) of its
indebtedness to the Borrower ninety (90) days or more past due from the date of
the invoice (excluding retainages); (v) foreign receivables other than
receivables from Canadian customers; (vi) any Account Receivable which the Bank
has reasonably determined in good faith is unsatisfactory; and (vii) retainages
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(f) The term "Account Receivable" shall include all accounts, accounts
receivable, contract rights for the payment of money, chattel paper, and all
other obligations and receivables now owned or hereafter acquired by the
Borrower, whether now existing or hereafter arising. All accounts receivable
shall be processed through Borrower's lock box account with Agent.
(g) The term "Account Debtor" includes the buyer or lessee of services
or products from the Borrower.
(h) The term "Eligible Inventory" shall include raw materials and
completed products, but shall not include any work in progress.
4. Term Loan A:
(A) Section 2.05 (a)(ii) and all previous amendments thereto of the Loan
Agreement is amended to read as follows:
(ii) Notwithstanding anything to the contrary in the foregoing
paragraph (i), at no time during the term of the Agreement shall the
aggregate amount of the Lenders' Term Loan A Commitment or the aggregate
outstanding principal balance of Term Loan A, exceed $2,921,506.00. This
aggregate amount represents an increase in principal of $500,000.00 over
the current amount owing under Term Loan A which will be used to reduce
the Revolving Credit Loans.
(B) Paragraph 2.06 and all previous amendments thereto of the Loan
Agreement is amended to read in its entirety as follows:
(i) The unpaid principal amount of Term Loan A shall bear interest
at the Prime Rate, plus 1% (currently 5.75%) to be adjusted on the
1st of each month, based on adjustments to the Prime Rate. An
aggregate payment of $56,142.00 (principal and interest) will be due
on August 1, 2002 and monthly thereafter, subject to changes due to
adjustment of the interest rate.
(ii) Borrower will execute and deliver Replacement Term Loan A
Note(s) as required by Lenders, substantially in the form attached
as Exhibit B, and shall make aggregate payments for the Term Loan A
Notes to the Agent. The maturity date for the Term Loan A Note shall
be August 1, 2003. Monthly payments of principal and interest shall
be based upon a sixty month amortization schedule. The monthly
payment of principal and interest will be adjusted on the
above-referenced dates to amortize the then remaining principal
balance over the remaining term. Any prepayments of any kind,
whether mandatory or optional, shall not reduce the calculation of
the monthly payment of principal and interest, but shall be applied
to the reduction of the principal balance of the Term Loan so as to
have the effect of shortening the amortization period of Term Loan
A. For example, assuming the interest rate is 5.75% and there is no
change in the interest rate, the monthly payment would be $56,142.00
per month. If a prepayment is made, the monthly payment would be
$56,142.00 per month. If a prepayment is made, the monthly payment
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would remain at $56,142.00, but will be applied to principal and
interest as if the amortization period for calculating loan payments
was shortened.
5. Reduction of Credit Limit. If the Lease Obligations as defined in
the Sixth Amendment are less than $500,000.00, the $8,400,000.00 Revolving
Credit Facility Limit shall be permanently reduced, dollar for dollar, by the
difference between $500,000.00, and the actual costs; Borrower will provide
reasonable documentation of the Lease Obligations to the satisfaction of
Lenders. The Revolving Credit Facility Limit may be further reduced, without
limitation, in the event that Borrower enters into a transaction whereby assets
are sold outside of the ordinary course of business.
6. Conditions to Entering into Amendment.
The obligation of each Lender to enter into this Agreement and to make
Loans on the date hereof is subject to the satisfaction of the following
conditions precedent, in addition to the conditions precedent set forth in
Section 4.02 of the Loan Agreement unless such conditions are waived hereby or
satisfied herein:
a) Fees, Expenses, etc. All fees and other compensation to be
paid to the Agent or the Lenders pursuant hereto, and pursuant
to any other written agreement on or prior to the date hereof
shall have been paid or received, and all invoiced expenses
incurred by the Agent pursuant hereto shall have been paid.
b) Extension Fee. An Extension Fee of 1% will be paid by the
Borrower as follows:
(i) 1/4% or $28,304.00 due on signing of this Amendment;
(ii) An additional $28,304.00 will be due on each of the
following dates: September 27, 2002, December 27, 2002
and March 28, 2003;
c) Any "Escrow Amount" or "Holdback Amount" owing to Borrower
under the Agreement for Sale and Purchase of Assets with
Hughes will be applied to reduce Term Loan A.
d) Any "Contingency Payment" as referenced in the Agreement for
Sale and Purchase of Assets with Hughes, up to $150,000, will
be applied to reduce Term Loan A.
e) Additional terms and conditions, including reporting
requirements appropriate late payment penalties will be
included in the replacement notes contemplated herein.
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f) Lenders shall have the right to require Borrower to retain, at
Borrower reasonable expense, an independent consultant
acceptable to Lenders, to monitor and/or audit any and all
managerial, operational and/or accounting functions of
Borrower, including but not limited to analysis of the
Borrower's business plans, cash flow forecasts and financial
projections, as well as advising the Borrower's management on
the preparation and presentation of such information.
7. Certain Representations. Borrower represents and warrants to the
Agent and each Lender as follows:
a) All Conditions contained in Section 4.02 of the Loan Agreement
have been satisfied in all material respects except as
otherwise specifically set forth herein or in Amendments First
through Seventh.
b) Borrower's Articles of Incorporation and By-Laws provided to
Agent on August 7, 1998 have not been amended or repealed.
c) The negative covenants of Borrower contained in Section 6.02
of the Loan Agreement are true and correct, except as
otherwise specifically set forth herein or in Amendments First
through Seventh.
8. Certain Financial Covenants.
a) Subsection (a) of Section 6.01 and all previous Amendments
thereto of the Loan Agreement is amended as follows:
(a) For the fiscal quarter ending September 30, 2002, the 6
month period ending December 31, 2002, the 9 month
period ending March 31, 2003, and the 12 month period
ending June 30, 2003, permit the Fixed Charged Coverage
Ratio to be less than 1.5 to 1.
"Fixed Charged Coverage Ratio" shall mean, with respect
to the Borrower, the ratio of (i) EBITDA less taxes
paid, less capital expenditures, and less dividends and
other distributions, to (ii) current principal payments
due, plus interest expense, for the period covered by
the calculation.
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b) The minimum Net Worth requirement contained in Subsection (b)
of Section 6.01 is waived for the term of this Amendment.
c) Subsection (c) of Section 6.01 and all previous Amendments
thereto of the Loan Agreement is amended as follows:
(c) Permit the ratio of consolidated Funded Debt of Borrower
and its Subsidiaries when compared to the consolidated
EBITDA as calculated below at the same point in time, to
exceed the ratios set forth below for the period
indicated:
Period EBITDA Maximum
Covered Calculation Ratio
------- ----------- -----
3 months Actual 3 months 5.0 to 1
ended 9/30/02 EBITDA times 4
6 months Actual 6 months 4.25 to 1
ended 12/31/02 EBITDA times 2
9 months Actual 9 months 3.5 to 1
3/31/02 EBITDA times 1.334
12 months Actual 12 months 3.5 to 1
ended 6/30/03 EBIDTA
9. Waiver. The Lenders hereby waive certain loan covenant defaults of
Borrower as of March 31, 2002 and as of the date hereof. Nothing contained
herein shall constitute a waiver of any future Events of Default, including but
not limited to, any future loan covenant defaults.
10. Miscellaneous. This Amendment is entered into pursuant to and in
accordance with Section 9.03 of the Loan Agreement. This Amendment may be
executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. The parties agree
that they will cooperate in signing and delivering any documents necessary to
effectuate the terms of this Agreement. Except as expressly modified or amended
herein, the Loan Agreement and each of the other Loan Documents to which the
Borrower is a party is hereby restated, ratified and confirmed and shall remain
in full force and effect.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have caused this Eighth Amendment to Credit and Loan Agreement to be
duly executed and delivered as of the date first above written.
TRANSMATION, INC.
By: /s/ Carl E. Sassano
-----------------------------
CARL SASSANO, President & CEO
KEYBANK NATIONAL ASSOCIATION, as
Agent and a Lender
By: /s/ Timothy Poynton
-----------------------------
Timothy Poynton, Sr. Vice President
LENDERS:
CITIZENS BANK OF MASSACHUSETTS,
F.K.A. STATE STREET BANK AND TRUST
COMPANY
By: /s/ Thomas Opie
-----------------------------
Thomas Opie, Vice President
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EXHIBIT A TO EIGHTH AMENDMENT
RESTATED
TERM LOAN "A" PROMISSORY NOTE
$1,752,903.60 ROCHESTER, NEW YORK
JULY 12, 2002
FOR VALUE RECEIVED, TRANSMATION, INC., an Ohio corporation (the "Borrower"), the
undersigned, promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a
national banking association (the "Lender") at its principal office in the City
of Buffalo, New York in lawful money of the United States, the sum of One
Million Seven Hundred Fifty-Two Thousand Nine Hundred Three and 60/100 Dollars
($1,752,903.60) plus interest thereon from August 1, 2002 at the per annum rate
determined as set forth below.
This note is a "Term Loan A Note" as referred to in, and is entitled to the
benefits of, the Credit and Loan Agreement, dated as of August 7, 1998, by and
among the Borrower, the Lender and other Lenders party thereto from time to time
and KeyBank National Association, as Agent (as has been amended, as amended on
the date hereof and as the same may be amended, modified or supplemented from
time to time, the "Agreement"), which among other things provides for the
imposition of late charges, the applicable rate of interest upon the occurrence
of an Event of Default, the acceleration of the maturity hereof upon the
occurrence of certain events and for prepayments in certain circumstances and
upon certain terms and conditions. Except as specifically modified herein, the
terms and conditions of the Agreement shall govern. Capitalized terms used
herein and not otherwise defined shall have the same meanings ascribed thereto
in the Agreement. This Restated Note supercedes and replaces prior Notes
delivered pursuant to the Agreement.
1. Payment Terms. The Borrower shall make payments of principal and
interest as hereinafter provided to and including August 1, 2003, on
which date all unpaid principal and interest and any other amounts
owing under all Term Loan A Notes shall be due and payable (the
"Maturity Date"). Beginning August 1, 2002 and continuing each month
thereafter, Borrower shall make a payment of principal and interest
to Agent with respect to all Term Loan A Notes in the amount of
$56,142.00. Any prepayment, whether optional or mandatory, will not
change the monthly payment amount calculated hereunder. In the event
Borrower or any of its subsidiaries engages in any public sale of
additional stock or in any private debt and/or equity offering,
proceeds thereof shall, prior to application for any other purpose,
be used to pay in full all principal, interest, fees, indemnity,
expenses or other amounts due from Borrower under this Term Loan A
Note.
2. Interest Rates. The interest rate shall equal the Prime Rate, plus
1%. The interest rate will be adjusted on the 1st day of each month
beginning August 1, 2002 to equal the Prime Rate plus 1% on each
date. The unpaid principal amount of the Term Loan A Notes shall
bear interest at the rate so determined until the next adjustment
date.
3. Acceleration. This Note may be declared to be immediately due and
payable at the option of Lender in the event that Borrower defaults
in making any payment required hereunder or there occurs or exists
an Event of Default as defined under the Agreement. In such event
the interest rate shall adjust as provided in the Agreement.
4. Waiver. The Borrower hereby expressly waives presentment, demand,
notice, protest and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of
this Term Loan A Note and the Agreement.
5. Governing Law. This Term Loan A Note shall be governed by, construed
and enforced in accordance with the laws of the State of New York
(for contracts to be executed and performed entirely in the State)
without regard or reference to principles of choice or conflict of
law.
TRANSMATION, INC.
By:
------------------------------
Carl Sassano, President/CEO
(1 of 2 Pages)
EXHIBIT A TO EIGHTH AMENDMENT
RESTATED
TERM LOAN "A" PROMISSORY NOTE
$1,168,602.40 ROCHESTER, NEW YORK
JULY 12, 2002
FOR VALUE RECEIVED, TRANSMATION, INC., an Ohio corporation (the "Borrower"), the
undersigned, promises to pay to the order of CITIZENS BANK OF MASSACHUSETTS,
formerly known as State Street Bank and Trust Company (the "Lender") at its
principal office at 28 State Street, Boston, MA 02109 in lawful money of the
United States, the sum of One Million One Hundred Sixty-Eight Thousand Six
Hundred Two and 40/100 Dollars ($1,168,602.40) plus interest thereon from August
1, 2002 at the per annum rate determined as set forth below.
This note is a "Term Loan A Note" as referred to in, and is entitled to the
benefits of, the Credit and Loan Agreement, dated as of August 7, 1998, by and
among the Borrower, the Lender and other Lenders party thereto from time to time
and KeyBank National Association, as Agent (as has been amended, as amended on
the date hereof and as the same may be amended, modified or supplemented from
time to time, the "Agreement"), which among other things provides for the
imposition of late charges, the applicable rate of interest upon the occurrence
of an Event of Default, the acceleration of the maturity hereof upon the
occurrence of certain events and for prepayments in certain circumstances and
upon certain terms and conditions. Except as specifically modified herein, the
terms and conditions of the Agreement shall govern. Capitalized terms used
herein and not otherwise defined shall have the same meanings ascribed thereto
in the Agreement. This Restated Note supercedes and replaces prior Notes
delivered pursuant to the Agreement.
1. PAYMENT TERMS. The Borrower shall make payments of principal and
interest as hereinafter provided to and including August 1, 2003, on
which date all unpaid principal and interest and any other amounts
owing under all Term Loan A Notes shall be due and payable (the
"Maturity Date"). Beginning August 1, 2002 and continuing each month
thereafter, Borrower shall make a payment of principal and interest to
Agent with respect to all Term Loan A Notes in the amount of
$56,142.00. Any prepayment, whether optional or mandatory, will not
change the monthly payment amount calculated hereunder. In the event
Borrower or any of its subsidiaries engages in any public sale of
additional stock or in any private debt and/or equity offering,
proceeds thereof shall, prior to application for any other purpose, be
used to pay in full all principal, interest, fees, indemnity, expenses
or other amounts due from Borrower under this Term Loan A Note.
2 of 2 Pages
2. INTEREST RATES. The interest rate shall equal the Prime Rate, plus 1%.
The interest rate will be adjusted on the 1st day of each month
beginning August 1, 2002 to equal the Prime Rate plus 1% on each date.
The unpaid principal amount of the Term Loan A Notes shall bear
interest at the rate so determined until the next adjustment date.
3. ACCELERATION. This Note may be declared to be immediately due and
payable at the option of Lender in the event that Borrower defaults in
making any payment required hereunder or there occurs or exists an
Event of Default as defined under the Agreement. In such event the
interest rate shall adjust as provided in the Agreement.
4. WAIVER The Borrower hereby expressly waives presentment, demand,
notice, protest and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of this
Term Loan A Notes and the Agreement.
5. GOVERNING LAW. This Term Loan A Note shall be governed by, construed
and enforced in accordance with the laws of the State of New York (for
contracts to be executed and performed entirely in the State) without
regard or reference to principles of choice or conflict of law.
TRANSMATION, INC.
By: ______________________________
Carl Sassano, President/CEO
EXHIBIT "B" TO EIGHTH AMENDMENT
RESTATED
REVOLVING CREDIT NOTE
$5,040,000.00 ROCHESTER, NEW YORK
JULY 12, 2002
FOR VALUE RECEIVED, the undersigned, TRANSMATION, INC., an Ohio
corporation (the "Borrower"), promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION, a national banking association (the "Lender") at its Buffalo, New
York office on or before August 1, 2003, and at such earlier dates as may be
required by the Agreement (as defined below), the lesser of (i) the principal
sum of Five Million Forty Thousand and 00/100 Dollars ($5,040,000.00) or (ii)
the aggregate unpaid principal amount of all Revolving Credit Loans made by the
Lender to the Borrower from time to time pursuant to the Agreement as defined
below. The Borrower further promises to pay to the order of the Lender interest
on the unpaid principal amount hereof from time to time outstanding at the rate
per annum equal to the Prime Rate from time to time, plus 1%, payable on the
dates set forth in the Agreement.
This Note is a "Revolving Credit Note" as referred to in, and is entitled
to the benefits of, the Credit and Loan Agreement, dated as of August 7, 1998,
by and among the Borrower, the Lender and other Lenders party thereto from time
to time and KeyBank National Association, as Agent (as the same may be amended,
modified or supplemented from time to time, the "Agreement"), which among other
things provides for the imposition of late charges, the applicable rate of
interest upon the occurrence of an Event of Default, the acceleration of the
maturity hereof upon the occurrence of certain vents and for prepayments in
certain circumstances and upon certain terms and conditions. Capitalized terms
used herein and not otherwise defined shall have the same meanings as ascribed
thereto in the Agreement. This Restated Note supercedes and replaces prior Notes
delivered pursuant to the Agreement.
The Borrower hereby expressly waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Agreement.
This Note shall be governed by, construed and enforced in accordance with
the Laws of the State of New York (for contracts to be executed and performed
entirely in the State) without regarding or reference to principles of choice or
conflict of law.
TRANSMATION, INC.
By:
-----------------------------
Carl Sassano, President/CEO
EXHIBIT "B" TO EIGHTH AMENDMENT
RESTATED
REVOLVING CREDIT NOTE
$3,360,000.00 ROCHESTER, NEW YORK
JULY 12, 2002
FOR VALUE RECEIVED, the undersigned, TRANSMATION, INC., an Ohio
corporation (the "Borrower"), promises to pay to the order of CITIZENS BANK OF
MASSACHUSETTS, formerly known as State Street Bank and Trust Company (the
"Lender") at its principal office at 28 State Street, Boston, MA 02109 on or
before August 1, 2003, and at such earlier dates as may be required by the
Agreement (as defined below), the lesser of (i) the principal sum of Three
Million Three Hundred and Sixty Thousand and 00/100 Dollars ($3,360,000.00) or
(ii) the aggregate unpaid principal amount of all Revolving Credit Loans made by
the Lender to the Borrower from time to time pursuant to the Agreement as
defined below. The Borrower further promises to pay to the order of the Lender
interest on the unpaid principal amount hereof from time to time outstanding at
the rate per annum equal to the Prime Rate from time to time, plus 1%, payable
on the dates set forth in the Agreement.
This Note is a "Revolving Credit Note" as referred to in, and is entitled
to the benefits of, the Credit and Loan Agreement, dated as of August 7, 1998,
by and among the Borrower, the Lender and other Lenders party thereto from time
to time and KeyBank National Association, as Agent (as the same may be amended,
modified or supplemented from time to time, the "Agreement"), which among other
things provides for the imposition of late charges, the applicable rate of
interest upon the occurrence of an Event of Default, the acceleration of the
maturity hereof upon the occurrence of certain vents and for prepayments in
certain circumstances and upon certain terms and conditions. Capitalized terms
used herein and not otherwise defined shall have the same meanings as ascribed
thereto in the Agreement. This Restated Note supercedes and replaces prior Notes
delivered pursuant to the Agreement.
The Borrower hereby expressly waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note and the Agreement.
This Note shall be governed by, construed and enforced in accordance with
the Laws of the State of New York (for contracts to be executed and performed
entirely in the State) without regarding or reference to principles of choice or
conflict of law.
TRANSMATION, INC.
By:
-----------------------------
Carl Sassano, President/CEO