EXHIBIT 10 (v)
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") made as of the
31st day of July, 2002, by and between Pinnacle Data Systems, Inc. (the
"Borrower") and KeyBank National Association ("Lender"):
WHEREAS, Borrower and Lender are parties to a certain Loan Agreement dated
August 10, 2000, as it may from time to time be amended, supplemented or
otherwise modified (the "Loan Agreement");
WHEREAS, Borrower and Lender desire to amend the Loan Agreement; and
WHEREAS, each term used herein shall be defined in accordance with the Loan
Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable considerations, Borrower and Lender
agree as follows:
I. The Loan Agreement is hereby amended by deleting the definition of
"Borrowing Base" in its entirety and by inserting in place thereof the
following:
The words "Borrowing Base" mean, as determined by Lender from time to time,
the lesser of. (a) $4,000,000.00 or (b) the sum of (i) 85.000% of the
aggregate amount of Eligible Accounts Receivable less than 90 days
outstanding, plus (ii) 50.000% of the aggregate amount of Eligible
Inventory (not to exceed in corresponding Loan amount, based on Eligible
Inventory, $2,000,000.00).
2. The Loan Agreement is hereby amended by adding the following
definitions to the Definitions section of the Agreement:
The words "Operating Cash Flow" shall mean net income after taxes and
exclusive of (i) extraordinary gains and losses, (ii) gains on sale of
fixed assets, and (iii) other income; plus depreciation, amortization,
interest expense and lease expense; less dividends and distributions.
The words "Total Fixed Charges" shall mean the sum of interest expense,
current maturities of long-term debt, current maturities of capital leases,
lease expenses, preferred stock dividends and Capital Expenditures (all
calculated for the preceding twelve-month period).
The words "Capital Expenditures" shall mean net fixed assets at the
beginning of the period less net fixed assets at the end of the period plus
depreciation expense for the period.
3. The Agreement is hereby amended to add the following two paragraphs to
the end of the Affirmative Covenants section of the Agreement:
Borrower's Certificate. Furnish to Lender, within Twenty (20) days after
the end of each month, a Borrower's Certificate, in the form of Exhibit A
attached hereto, prepared by a Financial Officer of Borrower.
Accounts Receivable Aging Statements. Furnish to Lender, as soon as
available, but in no event later than Twenty (20) days after the end of
each month, the Consolidated accounts receivable aging report for
non-affiliate entities for the fiscal quarter ended, prepared by Borrower.
4. The Loan Agreement is hereby amended by deleting the section titled "
inancial Covenants" in its entirety and replacing it with the following:
Financial Covenants. Borrower covenants and agrees with Lender that while
this Agreement is in effect, Borrower shall:
A) Maintain a minimum EBITDA based upon the financial statements of
Borrower for the below listed fiscal quarters which shall be tested
following the completion of each quarter as follows:
As of Borrower's fiscal quarter ending, September 29, 2002: $285,000
As of Borrower's fiscal quarter ending, December 31, 2002: $270,000
B) Maintain a Total Debt to Tangible Net Worth ratio of less than or equal
to 2.00 to 1.00 which shall be tested on a quarterly basis based upon the
financial statements of Borrower for the most recently completed fiscal
quarter.
C) For the quarter ending March 30, 2003 and thereafter, maintain an
Operating Cashflow to Total Fixed Charge coverage ratio of greater than or
equal to 1.20 to 1.00 based upon the financial statements of Borrower for
the most recently completed (4) four fiscal quarters which shall be tested
on a quarterly basis.
5. The Agreement is hereby amended to add Exhibit 1, attached hereto, as
Exhibit A to the Loan Agreement.
6. Concurrently with the execution of this Amendment, Borrower shall pay
(i) all reasonable legal fees and expenses of Lender incurred in connection with
this Amendment, and (ii) pay an amendment fee of One Thousand Dollars ($ 1,000).
7. Borrower hereby represents and warrants to Lender that (a) Borrower
has the legal power and authority to execute and deliver this Amendment; (b)
officials executing this Amendment have been duly authorized to execute and
deliver the same and bind Borrower with respect to the provisions hereof-, (c)
the execution and delivery hereof by Borrower and the performance and observance
by Borrower of the provisions hereof do not violate or conflict with
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the organizational agreements of Borrower or any law applicable to Borrower or
result in a breach of any provision of or constitute a default under any other
agreement, instrument or document binding upon or enforceable against Borrower;
(d) no Event of Default exists under the Loan Agreement, nor will any occur
immediately after the execution and delivery of this Amendment or by the
performance or observance of any provision hereof-, (e) neither Borrower (nor
any subsidiary) has any claim or offset against, or defense or counterclaim to,
any of Borrower's (or any subsidiary's) obligations or liabilities under the
Loan Agreement or any Related Documents, and Borrower (and each subsidiary)
hereby waives and releases Lender from any and all such claims, offsets,
defenses and counterclaims of which Borrower (and any subsidiary) is aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto, and (f) this Amendment constitutes a valid and binding
obligation of Borrower in every respect, enforceable in accordance with its
terms.
8. Each reference that is made in the Loan Agreement or any other writing
shall hereafter be construed as a reference to the Loan Agreement as amended
hereby. Except as herein otherwise specifically provided, all provisions of the
Loan Agreement shall remain in full force and effect and be unaffected hereby.
9. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile signature,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
10. The rights and obligations of all parties hereto shall be governed by
the laws of the State of Ohio, without regard to principles of conflicts of
laws.
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11. JURY TRIAL WAIVER. BORROWER AND LENDER WAIVE ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN BORROWER AND LENDER, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN
CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR
MODIFY LENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF
JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT BETWEEN BORROWER AND LENDER.
Address: Pinnacle Data Systems, Inc. PINNACL DATA SYSTEMS, INC.
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its: EVP and CFO
Address: KeyBank National Association KEYBANK NATIONAL ASSOCIATION
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Its: Vice President
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Exhibit I
Exhibit A
Pinnacle Data Systems, Inc.
KeyBank National Association
Borrowing Base Certificate
For the Month Ending
Accounts Receivable
Less Receivables over 90 days
Eligible Accounts Receivable
Advance Rate x 85%
A/R Availability
Eligible Inventory
Advance Rate
INV. Availability* (b)
*The portion of the borrowing base calculated on Eligible Inventory shall be
capped at $2,000,000
Total Availability (a+b) (c)
x 50%
(a)
Line of Credit
Outstandings as of
(Please use most current data available)
Excess Availabili
Deficit
(c-d, if positive)
(c-d, if negative)
(d)
Borrower hereby certifies that the above information is correct as of the date
indicated above. Borrower also certifies that there is no event of default under
the Line of Credit Loan Agreement and no event which, but for a requirement of
giving of notice or passage of time, or both, would constitute such an event of
default has occurred or is continuing. Borrower further certifies that each
representation and warranty made by the Borrower in the Agreement is true and
correct as if made on the date indicated below, except to the extent relating to
an earlier date.
Pinnacle Data Systems, Inc.
By_ Date Please send within 20 days of each months end to:
KeyBank National Association
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