Exhibit 10.1
NINTH AMENDMENT TO LOAN AGREEMENT
THIS NINTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and
entered into effective as of June 30, 2002, by and among LMI AEROSPACE, INC.,
formerly known as Leonard's Metal, Inc., a Missouri corporation, LMI FINISHING
INC., an Oklahoma corporation, LEONARD'S METAL, INC., formerly known as LMI
Acquisition, Inc., a Missouri corporation, PRECISE MACHINE COMPANY, a Missouri
corporation, TEMPCO ENGINEERING, INC., a Missouri corporation, formerly known as
Metal Corporation and doing business in the state of California as Metal
Corporation of Sun Valley and VERSAFORM CORP., a California corporation, as
co-obligors and co-borrowers and not as accommodation parties (said corporations
being jointly and severally referred to herein as "Borrower"), and UNION
PLANTERS BANK, N.A., a national banking association, successor to Magna Bank,
National Association ("Lender").
WITNESSETH:
WHEREAS, Borrower and Bank have heretofore entered into that certain
Loan Agreement dated August 15, 1996 as amended by that certain First Amendment
to Loan Agreement dated January 15, 1997, that certain Second Amendment to Loan
Agreement dated November 1, 1997, that certain Third Amendment to Loan Agreement
dated March 30, 2000, that certain Fourth Amendment to Loan Agreement dated
October 30, 2000, that certain Fifth Amendment to and Restatement of Loan
Agreement dated April 2, 2001, that certain Sixth Amendment to Loan Agreement
dated October 30, 2001, that certain Seventh Amendment to Loan Agreement dated
November 30, 2001 and that certain Eighth Amendment to and Restatement of Loan
Agreement dated May 15, 2002 (the "Loan Agreement"); and
WHEREAS, Borrower and Lender desire to further amend the Loan
Agreement in the manner hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:
1. Section 8.01(i)(i) is hereby amended to provide in its entirety as
follows:
(i) Maintain a Consolidated Tangible Net Worth of at least
$29,500,000.00 as of each fiscal quarter end of Borrower, which
minimum Consolidated Tangible Net Worth shall increase as of the end
of each fiscal year of Borrower, commencing with the fiscal year
ending December 31, 2002, by an amount equal to Seventy-Five (75%) of
the after-tax net income shown on Borrower's consolidated financial
statements for such fiscal year, such required increases to be
cumulative for each fiscal year;
2. Borrower hereby agrees to reimburse Lender upon demand for all
out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred by Lender in the preparation, negotiation
and execution of this Amendment and any and all other agreements, documents,
instruments and/or certificates relating to the amendment of Borrower's existing
credit facilities with Lender (collectively, the "Loan Documents''). Borrower
further agrees to pay or reimburse Lender for (a) any stamp or other taxes
(excluding income or gross receipts taxes) which may be payable with respect to
the execution, delivery, filing and/or recording of the Loan Documents and (b)
the cost of any filings and searches, including, without limitation, Uniform
Commercial Code filings and searches. All of the obligations of Borrower under
this paragraph shall survive the payment of the Borrower's Obligations and the
termination of the Loan Agreement.
3. All references in the Loan Agreement to "this Agreement" and any
other references of similar import shall henceforth mean the Loan Agreement as
amended by this Amendment.
4. Except to the extent specifically amended by this Amendment, all of
the terms, provisions, conditions, covenants, representations and warranties
contained in the Loan Agreement shall be and remain in full force and effect and
the same are hereby ratified and confirmed. This amendment is an amendment and
continuation of the Loan Agreement and is not a novation thereof nor of any
obligations of Borrower outstanding thereunder on the date hereof.
5. This Amendment shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns, except that
Borrower may not assign, transfer or delegate any of its rights or obligations
under the Loan Agreement, as amended by this Amendment.
6. Each Borrower hereby represents and warrants to Lender that:
(a) the execution, delivery and performance by such Borrower of
this Amendment are within the corporate powers of such Borrower, have
been duly authorized by all corporate action and require no action by
or in respect of, consent of or filing or recording with, any
governmental or regulatory body, agency or official or any other
Person;
(b) the execution, delivery and performance by such Borrower of
this Amendment do not conflict with, or result in a breach of the
terms, conditions or provisions of, or constitute a default under or
result in any violation of, the terms of the Articles of Incorporation
or By-Laws of such Borrower, any applicable law, rule, regulation,
order, writ, judgment or decree of any court or governmental or
regulatory agency or instrumentality or any agreement, document or
instrument to which such Borrower is a party or by which such Borrower
or any of its Property or assets is bound or to which such Borrower or
its Property or assets is subject;
(c) this Amendment has been duly executed and delivered by such
Borrower and constitutes the legal, valid and binding obligation of
such Borrower enforceable against such Borrower in accordance with its
terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law); and
(d) as of the date of this Amendment, all of the representations
and warranties of Borrower set forth in the Loan Agreement and the
Transaction documents are true and correct in all material respects
and no Default or Event of Default under or within the meaning of the
Loan Agreement has occurred and is continuing.
7. In the event of any inconsistency or conflict between this
Amendment and the Loan Agreement, the terms, provisions and conditions contained
in this Amendment shall govern and control.
8. This Amendment shall be governed by and construed in accordance
with the substantive laws of the State of Missouri (without reference to
conflict of law principles).
9. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER AND LENDER FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS REACHED BY BORROWER AND
LENDER COVERING SUCH MATTERS ARE CONTAINED IN THE LOAN AGREEMENT AS AMENDED BY
THIS AMENDMENT AND THE OTHER AGREEMENTS, WHICH LOAN AGREEMENT AS AMENDED BY THIS
AMENDMENT AND OTHER AGREEMENTS ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENTS BETWEEN BORROWER AND LENDER, EXCEPT AS BORROWER AND LENDER MAY LATER
AGREE IN WRITING TO MODIFY THEM.
[SIGNATURE PAGE FOLLOWS THIS PAGE]
IN WITNESS WHEREOF, the parties have executed this Ninth Amendment to
Loan Agreement as of the date first written above.
LMI AEROSPACE, INC. (formerly known as
Leonard's Metal, Inc.)
By: /s/ Ronald S. Saks
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Title: Chief Executive Officer
LMI FINISHING, INC.
By: /s/ Ronald S. Saks
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Title: Chief Executive Officer
LEONARD'S METAL, INC. (formerly known as
LMI Acquisition, Inc.)
By: /s/ Ronald S. Saks
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Title: Chief Executive Officer
PRECISE MACHINE COMPANY
By: /s/ Ronald S. Saks
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Title: Chief Executive Officer
TEMPCO ENGINEERING, INC. (formerly known as
Metal Corporation)
By: /s/ Ronald S. Saks
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Title: Chief Executive Officer
VERSAFORM CORP.
By: /s/ Ronald S. Saks
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Title: Chief Executive Officer
UNION PLANTERS BANK, N.A.
By: /s/ Patricia A. O'Herin
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Title: Executive Vice President