Exhibit 10.11
AMENDMENT TO LOAN DOCUMENTS
THIS AMENDMENT TO LOAN DOCUMENTS (this "Amendment") is made as of
October 5, 1998 (but is to be made effective as of June 30, 1998), by and
between INTEST CORPORATION, a Delaware corporation (the "Borrower"), and PNC
BANK, NATIONAL ASSOCIATION (the "Bank").
WITNESSETH:
WHEREAS, the Borrower has executed and delivered to the Bank a promissory
note, loan agreement, security agreements and other agreements, instruments,
certificates and documents more fully described on Exhibit A attached hereto
and made a part hereof (collectively, the "Loan Documents") which evidence or
secure some or all of the Borrower's obligations to the Bank for one or more
loans or other extension of credit (the "Obligations"); and
WHEREAS, the Borrower and the Bank desire to (i) extend the maturity date
of the Obligations, (ii) amend the financial covenants contained in the Loan
Documents, (iii) release the collateral which secures the Obligations, and (iv)
make certain other amendments to the Loan Documents, all as provided for below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as follows:
1. Each of the Loan Documents is amended as set forth in Exhibit A
attached hereto and made a part hereof. Any and all references to any Loan
Document in any other Loan Document shall be deemed to refer to such Loan
Document as amended hereby. Any initially capitalized terms used in this
Amendment without definition shall have the meanings assigned to those terms in
the applicable Loan Documents.
2. This Amendment is deemed incorporated into each of the Loan
Documents. To the extent that any term or provision of this Amendment is or
may be deemed expressly inconsistent with any term or provision in any Loan
Document, the terms and provisions hereof shall control.
3. The Borrower hereby represents and warrants that (a) all of its
representations and warranties in the Loan Documents, as amended hereby, are
true and correct as of the date of this Amendment, (b) no default or Event of
Default exists under any Loan Document as of the date of this Amendment, and
(c) this Amendment has been duly authorized, executed and delivered by the
Borrower and constitutes its legal, valid and binding obligation, enforceable
against Borrower in accordance with its respective terms.
4. The Bank hereby confirms that the collateral for the Obligations, is
hereby released.
5. This Amendment may be signed in any number of counterpart copies and
by the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument.
6. This Amendment will be binding upon and inure to the benefit of the
Borrower and the Bank and their respective heirs, executors, administrators,
successors and assigns.
7. Except as amended hereby, the terms and provisions of the Loan
Documents remain unchanged and in full force and effect and are hereby ratified
and confirmed. Except as expressly provided herein, this Amendment shall not
constitute an amendment, waiver, consent or release with respect to any
provision of any Loan Document, a waiver of any default or Event of Default
thereunder, or a waiver or release of any of the Bank's rights and remedies
(all of which are hereby reserved). The Borrower expressly ratifies and
confirms the confession of judgment and waiver of jury trial provisions
contained in the Loan Documents.
WITNESS the due execution hereof as a document under seal, as of the date
first written above.
[CORPORATE SEAL] INTEST CORPORATION
Attest: /s/ Hugh T. Regan, Sr. By: /s/ Hugh T. Regan, Jr.
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Print Name: Hugh T. Regan, Sr. Print Name: Hugh T. Regan, Jr.
Title: Secretary Title: Treasurer & CFO
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Denise Viola Monahan
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Denise Viola Monahan
EXHIBIT A
AMENDMENT TO LOAN DOCUMENTS
A. The "Loan Documents" that are the subject of this Amendment include
the following (as any of the foregoing have previously been amended,
modified or otherwise supplemented):
1. Amended and Restated Loan Agreement dated as of June 30, 1996 (the
"Agreement")
2. Extension Letter dated May 31, 1997
3. Amended and Restated Committed Line of Credit Note dated June 30,
1996 (the "Note")
4. Amended and Restated Security Agreement dated as of June 30, 1996
(the "Security Agreement")
5. Equipment Security Agreement dated August 15, 1996 (the "Equipment
Security Agreement")
6. Assumption Agreement dated as of April 30, 1997.
B. The Loan Documents are hereby amended as follows:
1. The Expiration Date, as set forth in the Note, is hereby extended
from June 30, 1998 to June 29, 1999, or such later date as may be
designated by the Bank by written notice from the Bank to the
Borrower, effective on July 1, 1998.
2. A new Section 3.15 is added to the Agreement to read as follows:
"Section 3.15. Year 2000. The Borrower has reviewed the areas
within its business and operations which could be adversely affected
by, and has developed or is developing a program to address on a
timely basis the risk that certain computer applications used by the
Borrower may be unable to recognize and perform properly date-
sensitive functions involving dates prior to and after December 31,
1999 (the "Year 2000 Problem"). The Year 2000 Problem will not
result, and is not reasonably expected to result, in any material
adverse effect on the business, properties, assets, financial
condition, results of operations or prospects of the Borrower, or the
ability of the Borrower to duly and punctually pay or perform its
obligations hereunder and under the other Loan Documents."
3. The financial and other covenants contained in the Addendum to the
Agreement are hereby amended and restated in their entirety as set
forth in Schedule I attached hereto and made a part hereof.
4. The Security Agreement and the Equipment Security Agreement are
hereby cancelled and of no further force or effect. The Bank agrees
to deliver to the Borrower (for filing by the Borrower), UCC-3
termination statements for all security interests filed by the Bank
against the assets of the Borrower as security for the Obligations.