FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 30, 1997
Commission File Number: 0-23400
DT INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 44-0537828
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1949 E. Sunshine, Suite 2-300, Springfield, Missouri 65804
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(Address of principal executive offices)
(Zip Code)
(417) 890-0102
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(registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of shares of Common Stock, $0.01 par value, of the registrant
outstanding as of May 2, 1997 was 11,275,500.
<PAGE>
DT INDUSTRIES, INC.
Index
Page 1
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Page
Number
Part I Financial Information
Item 1. Financial Statements (Unaudited, except as noted)
Consolidated Balance Sheet at March 30, 1997
and June 30, 1996 (Audited) 2
Consolidated Statement of Operations for the
three and nine months ended March 30, 1997 and
March 24, 1996 3
Consolidated Statement of Changes in
Stockholders' Equity for the nine months
ended March 30, 1997 4
Consolidated Statement of Cash Flows for the
nine months ended March 30, 1997 and
March 24, 1996 5-6
Notes to Consolidated Financial Statements 7-12
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 13-22
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 23
Signature
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Consolidated Balance Sheet
(Dollars in Thousands Except Per Share Data)
Page 2
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<TABLE>
<CAPTION>
March 30, June 30,
1997 1996
(Unaudited)
----------- -----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 730 $ 1,210
Accounts receivable, net 47,490 32,092
Costs and estimated earnings in excess
of amounts billed on uncompleted contracts 72,143 19,130
Inventories, net 44,204 31,403
Prepaid expenses and other 6,852 10,153
----------- -----------
Total current assets 171,419 93,988
Property, plant and equipment, net 49,020 36,713
Goodwill, net 168,783 101,187
Other assets, net 3,690 1,955
=========== ===========
$ 392,912 $ 233,843
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 8,915 $ 8,481
Accounts payable 24,772 19,621
Customer advances 19,191 17,201
Accrued liabilities 30,017 22,524
----------- -----------
Total current liabilities 82,895 67,827
----------- -----------
Long-term debt 121,611 70,846
Deferred income taxes 5,282 4,756
Other long-term liabilities 4,241 2,530
----------- -----------
Total long-term obligations 131,134 78,132
----------- -----------
Commitments and contingencies (See notes 3 and 9)
Stockholders' equity:
Preferred stock, $0.01 par value; 1,500,000 shares
authorized; no shares issued and outstanding
Common stock, $0.01 par value; 100,000,000 shares
authorized; 11,272,125 and 9,001,250 shares issued
and outstanding at March 30, 1997 and June 30, 1996,
respectively 113 90
Additional paid-in capital 135,014 61,255
Retained earnings 43,756 26,539
----------- -----------
Total stockholders' equity 178,883 87,884
=========== ===========
$ 392,912 $ 233,843
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Consolidated Statement of Operations
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 3
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<TABLE>
<CAPTION>
Three months ended Nine months ended
March 30, March 24, March 30, March 24,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 103,359 $ 59,866 $ 286,687 $ 164,797
Cost of sales 73,652 43,432 206,545 121,965
------------- ------------- ------------- -------------
Gross profit 29,707 16,434 80,142 42,832
Selling, general and
administrative expenses 14,755 9,116 40,105 24,905
------------- ------------- ------------- -------------
Operating income 14,952 7,318 40,037 17,927
Interest expense 2,538 1,463 8,825 2,922
------------- ------------- ------------- -------------
Income before provision for
income taxes and
extraordinary loss 12,414 5,855 31,212 15,005
Provision for income taxes 5,198 2,459 13,085 6,311
------------- ------------- ------------- -------------
Income before extraordinary
loss 7,216 3,396 18,127 8,694
Extraordinary loss on debt
refinancing less applicable
income tax benefits of $216 324
------------- ------------- ------------- -------------
Net income $ 7,216 $ 3,396 $ 17,803 $ 8,694
============= ============= ============= =============
Primary earnings per common
share:
Income before
extraordinary loss $ 0.61 $ 0.38 $ 1.70 $ 0.97
Extraordinary loss 0.03
------------- ------------- ------------- -------------
Net income $ 0.61 $ 0.38 $ 1.67 $ 0.97
============= ============= ============= =============
Weighted average common
shares 11,882,622 9,000,000 10,633,899 9,000,000
============= ============= ============= =============
</TABLE>
See accompanying Notes to Consolidated Financial Statements
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Consolidated Statement of Changes in Stockholders' Equity
For the Nine Months Ended March 30, 1997
(Dollars in Thousands Except Per Share Data)
Page 4
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<TABLE>
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Earnings Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, June 30, 1996 $ 90 $ 61,255 $ 26,539 $ 87,884
Exercise of stock options (unaudited) 285 285
Issuance of common stock (unaudited) 23 73,474 73,497
Net income for the nine months ended
March 30, 1997 (unaudited) 17,803 17,803
Cash dividend at $0.02 per common share
(unaudited) (586) (586)
----------- ----------- ----------- -----------
Balance, March 30 1997 (unaudited) $ 113 $ 135,014 $ 43,756 $ 178,883
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)
Page 5
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<TABLE>
<CAPTION>
Nine months ended Nine months ended
March 30, 1997 March 24, 1996
----------------- -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,803 $ 8,694
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 4,448 2,779
Amortization 3,761 1,939
Deferred income tax provision (449) (117)
Other 305 72
(Increase) decrease in current assets, excluding the
effect of acquisitions:
Accounts receivable (5,234) 9,030
Costs and earnings in excess of amounts billed (23,738) (4,237)
Inventories (9,677) 1,212
Prepaid expenses and other 5,167 (2,401)
Increase (decrease) in current liabilities, excluding the
effect of acquisitions:
Accounts payable (9,576) 2,640
Accrued liabilities (2,668) 603
Customer advances (1,396) 1,414
Other 638 (166)
----------------- -----------------
Net cash provided (used) by operating activities (20,616) 21,462
----------------- -----------------
Cash flows from investing activities:
Capital expenditures (8,194) (7,605)
Acquisition of the stock of Mid-West Automation Enterprises,
Inc. and Hansford Manufacturing Corporation, net of cash
acquired of $21,573 (92,756)
Acquisition of H.G. Kalish Inc. net assets, Arrow Precision
Elements, Inc. net assets, Swiftpack Automation Limited
stock, and AMI stock, net of cash acquired of $2,484 (44,515)
----------------- -----------------
Net cash used by investing activities (100,950) (52,120)
----------------- -----------------
</TABLE>
(continued)
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)
(continued)
Page 6
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<TABLE>
<CAPTION>
Nine Months Ended Nine Months Ended
March 30, 1997 March 24, 1996
----------------- -----------------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from issuance of debt 96,708 51,713
Repayments of term loans and Loan Notes (90,054) (11,750)
Net borrowings (repayments) on revolving loans 43,805 (5,541)
Repayments of capital leases and other long-term
obligations (97) (172)
Financing costs (2,472) (632)
Issuance of common stock 73,497
Exercise of stock options 285
Dividends (586) (540)
Other 23
----------------- -----------------
Net cash provided by financing activities 121,086 33,101
----------------- -----------------
Net increase (decrease) in cash (480) 2,443
Cash and cash equivalents at beginning of period 1,210 646
----------------- -----------------
Cash and cash equivalents at end of period $ 730 $ 3,089
================= =================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 7
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1. Unaudited consolidated financial statements
The accompanying unaudited consolidated financial statements of DT
Industries, Inc. (DTI or the Company) have been prepared in accordance with
the instructions for Form 10-Q and do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. However, in the opinion of management, such
information includes all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations
for the periods presented. Operating results for any quarter are not
necessarily indicative of the results for any other quarter or for the full
year. These statements should be read in conjunction with the consolidated
financial statements and notes to the consolidated financial statements
included in the Company's Form 10-K Annual Report for the fiscal
year ended June 30, 1996.
2. Principles of consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.
3. Acquisitions
On July 19, 1996, DTI purchased the outstanding stock of Mid-West
Automation Enterprises, Inc. (Mid-West), a designer and manufacturer of
integrated precision assembly systems, in a transaction accounted for under
the purchase method of accounting. The purchase price of approximately
$75,179, net of cash acquired, was financed by borrowings under the Second
Amended and Restated Credit Facilities Agreement. The purchase price has
been preliminarily allocated to the acquired assets and assumed liabilities
based on their estimated fair value at the date of acquisition. The excess
of purchase price over the estimated fair value of net assets acquired has
been recorded as goodwill. The accompanying consolidated financial
statements include the results of Mid-West from the date of acquisition.
On September 30, 1996, DTI completed the acquisition of Hansford
Manufacturing Corporation (Hansford), a privately held designer and
manufacturer of automated assembly systems, in a transaction accounted for
under the purchase method of accounting. The purchase price of
approximately $17,577 was financed under the Company's credit facility
which was increased concurrent with the acquisition to $210,000 from
$200,000. DTI also agreed to make additional cash payments totaling up to
$20,000, payable over a two-year period beginning in approximately three
years. The amount, if any, will be determined by a formula based on the
earnings of the acquired business. Any additional purchase price paid is
expected to result in additional goodwill. The purchase price has been
preliminarily allocated to the acquired assets and assumed liabilities
based on their estimated fair value at the date of acquisition. The excess
of purchase price over the estimated fair value of net assets acquired has
been recorded as goodwill. The accompanying consolidated financial
statements include the results of Hansford from the date of acquisition.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 8
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In August 1995 and September 1995, respectively, the Company acquired
certain assets of and assumed certain liabilities of H.G. Kalish Inc.
(Kalish) and Arrow Precision Elements, Inc. (Arrow). The Company also
acquired the stock of Swiftpack Automation Limited (Swiftpack) in November
1995 and Assembly Machines, Inc. (AMI) in January 1996. See the
consolidated financial statements and notes thereto included in the
Company's Form 10-K Annual Report for the fiscal year ended June 30, 1996
for additional information relating to these acquisitions.
The following table sets forth pro forma information for DTI as if the
acquisitions of Kalish, Arrow, Swiftpack, AMI, Mid-West and Hansford had
taken place on July 1, 1996 and June 26, 1995, respectively. The pro forma
information does not include the pro forma effects of the common stock
issuance on November 25, 1996. This information is unaudited and does not
purport to represent actual net sales, income before extraordinary loss and
earnings per share before extraordinary loss had the acquisitions actually
occurred on July 1, 1996 and June 26, 1995:
<TABLE>
<CAPTION>
PRO FORMA INFORMATION
FOR THE PERIODS
July 1, 1996 June 26, 1995
to to
March 30, 1997 March 24, 1996
-------------- --------------
<S> <C> <C>
Net sales $ 307,366 $ 278,653
Income before extraordinary loss $ 18,849 $ 12,966
Earnings per share before extraordinary loss $ 1.77 $ 1.44
Weighted average shares outstanding 10,633,899 9,000,000
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 9
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4. Earnings per share
The computation of primary earnings per share was based on the
weighted average number of outstanding common shares during the period
plus, when the effect was dilutive, common stock equivalents consisting of
certain shares subject to stock options and contingent purchase price
payable in common stock related to an acquired business. The common
equivalent shares arising from the effect of outstanding stock options were
computed using the treasury stock method, if dilutive. The number of
contingent shares used in the primary calculation was based on the average
stock price for the prior fiscal year (for shares issuable for the prior
year earnings) and the end of the period stock price assuming maintenance
of current earnings (for shares contingently issuable for the current and
future year earnings). As all potentially dilutive securities are
considered common stock equivalents, there was not a material difference
between primary and fully diluted earnings per share.
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share",
which will be effective for the Company for the quarter ended December
1997. Had the Company adopted SFAS 128 as of July 1, 1996, weighted average
basic shares outstanding would have been 11,267,771 and 10,033,769 and
basic earnings per share before the extraordinary item would have been
$0.64 and $1.81 for the three and nine months ended March 30, 1997,
respectively. Weighted average diluted shares outstanding would have been
11,887,748 and 10,639,025 and diluted earnings per share before the
extraordinary item would have been $0.61 and $1.70 for the three and nine
months ended March 30, 1997, respectively.
5. Supplemental balance sheet information
<TABLE>
<CAPTION>
March 30, 1997 June 30, 1996
(Unaudited)
-------------- --------------
<S> <C> <C>
Inventories, net:
Raw materials $ 17,621 $ 14,814
Work in process 22,470 12,145
Finished goods 4,113 4,444
-------------- --------------
$ 44,204 $ 31,403
============== ==============
Accrued liabilities:
Accrued employee compensation and benefits $ 11,554 $ 6,030
Taxes payable and related reserves 5,558 5,120
Product liability 1,770 1,711
Other 11,135 9,663
-------------- --------------
$ 30,017 $ 22,524
============= ==============
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 10
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6. Financing
As of March 30, 1997 and June 30, 1996, long-term debt consisted of the
following:
March 30, 1997 June 30, 1996
(Unaudited)
-------------- --------------
Term loans to banks $ 69,415 $ 47,917
Loan Notes 13,974
Revolving loans to banks 60,521 16,749
Capital lease obligations and other
long-term debt 590 687
-------------- --------------
130,526 79,327
Less - current portion of
long-term debt (8,915) (8,481)
-------------- --------------
$ 121,611 $ 70,846
============== ==============
During July 1996, the Company entered into a Second Amended and Restated
Credit Facilities Agreement provided by two institutions. The agreement,
which was subsequently amended in September 1996 and December 1996,
provides a total credit line of $210,000, including an $80,000 revolving
credit facility, a $50,500 term loan, a $58,500 acquisition facility and a
$21,000 foreign currency denominated letter of credit, and expires on July
23, 2001. The term loan requires quarterly principal payments ranging from
$1,613 to $2,267 with a final balloon payment at maturity on July 23, 2001.
Borrowings under the agreement bear interest at prime or LIBOR (at the
option of DTI) plus a specified percentage based on the ratio of funded
debt to operating cash flow. At March 30, 1997, interest rates on these
facilities ranged from 6.5 percent to 8.5 percent. Borrowing availability
for the revolving credit facility is based on percentages of the Company's
eligible accounts receivable, eligible inventory and outstanding letters of
credit. The Company had borrowing availability of $19,479 relating to the
revolving credit facility at March 30, 1997. The credit facility is secured
by substantially all of the assets of DTI and its subsidiaries and contains
certain financial and other covenants and restrictions. In conjunction with
entering into the new credit facility, the Company recognized an
extraordinary loss in July 1996 of $324 attributable to the write-off of
$540 unamortized deferred financing fees, net of related $216 tax benefit.
The acquisition of Hansford in September 1996 was financed under the Second
Amended and Restated Credit Facilities Agreement. Of the $17,577 purchase
price, $8,543 was established as an irrevocable letter of credit payable to
the former owner on June 30, 1997. The letter of credit is included in long
term debt on the consolidated balance sheet.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 11
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In connection with the acquisition of Swiftpack on November 23, 1995, DT
Industries (UK) Limited (DTUK), a wholly-owned subsidiary, entered into the
Credit Agreement, Specific Counter-Indemnity and Debenture with a foreign
bank. The foreign credit facility denominated in Pounds Sterling was used
for the cash portion of the purchase price of Swiftpack and the redemption
of five fixed rate guaranteed promissory notes (Loan Notes) entered into
with certain of the prior shareholders. The aggregate principal amount of
the Loan Notes denominated in U.S. dollars was $13,974. The Loan Notes,
which bore interest at 5.3%, were redeemed by the noteholders between
November 25, 1996 and December 23, 1996. The aggregate principal amount of
the foreign credit facility is approximately $21,000. The foreign credit
facility bears interest at a variable rate based upon LIBOR (approximately
7.8% including letter of credit fees at March 30, 1997). Principal payments
thereunder ranging from $320 to $405 are due quarterly with the remaining
principal due August 16, 2000.
In connection with the issuance of the Loan Notes, the Company entered into
a foreign exchange forward contract to offset exchange gains and losses
related to the Loan Notes recorded by the foreign subsidiary. The contract
matured on November 26, 1996 and provided the purchase of the equivalent of
$13,974 of Pounds Sterling at a rate of $1.5457 per Pound Sterling. The
contract effectively hedged any foreign currency exchange fluctuation from
the date the Loan Notes were issued. No foreign currency transaction gains
or losses were recorded.
The Company has revolving credit facilities through its foreign
subsidiaries of approximately $3,000, of which $1,810 was outstanding at
March 30, 1997.
7. Issuance of common stock
On November 25, 1996, the Company completed the sale of 2,250,000 shares of
its common stock at $34.50 a share. Net proceeds to the Company were
$73,497 after deducting issuance costs. In connection with the offering by
the Company, certain selling stockholders sold 2,835,000 shares for which
the Company did not receive any proceeds. The proceeds received by the
Company were used to reduce indebtedness.
<PAGE>
DT INDUSTRIES, INC.
Item 1. Financial Statements
Notes to Consolidated Financial Statements
(Dollars in Thousands Except Per Share Data)
(Unaudited)
Page 12
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8. Stock option plans
A summary of stock option transactions pursuant to the 1994 Employee Stock
Option Plan, the 1996 Long-Term Incentive Plan and the 1994 Directors
Non-Qualified Stock Option Plan follows:
AVERAGE SHARES SUBJECT
PRICE TO OPTION
-------------- --------------
Summary of Stock Options
Beginning of period, June 30, 1996 $ 13.86 662,250
Options granted 22.78 349,450
Options exercised 13.68 (20,875)
Options cancelled 20.52 (5,625)
-------------- --------------
End of period, March 30, 1997 $ 16.99 958,200
============== ==============
Exercisable at March 30, 1997 77,844
==============
On September 18, 1996, the Board of Directors of the Company adopted
the Long-Term Incentive Plan (the "LTIP Plan"). The LTIP Plan became
effective on November 11, 1996 upon its approval by the stockholders at the
annual meeting. The LTIP Plan provides for the granting of four types of
awards on a stand alone, combination, or a tandem basis, specifically,
nonqualified stock options, incentive stock options, restricted shares and
performance stock awards. The LTIP Plan provides for the granting of up to
a total of 600,000 shares of common stock, provided that the total number
of shares with respect to which awards are granted in any one year may not
exceed 100,000 shares to any individual employee and 200,000 shares in the
aggregate, and the total number of shares with respect to which grants of
restricted stock and performance stock awards are made in any year shall
not exceed 50,000 shares to any individual employee and 100,000 shares in
the aggregate.
9. Commitments and contingencies
The Company is a party to certain lawsuits involving employee matters,
product liability and other matters. Management and legal counsel do not
expect the outcome of any litigation to have a material adverse effect on
the Company's financial position, results of operations or liquidity.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 13
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GENERAL OVERVIEW
The following discussion summarizes the significant factors affecting the
consolidated operating results and financial condition of DT Industries,
Inc. (DTI or the Company) for the three and nine months ended March 30,
1997 compared to the three and nine months ended March 24, 1996,
respectively. This discussion should be read in conjunction with the
consolidated financial statements and notes to the consolidated financial
statements thereto included in the Company's Form 10-K for the fiscal year
ended June 30, 1996.
In fiscal year 1996, the Company acquired the net assets of H. G. Kalish
Inc. (Kalish) and Arrow Precision Elements, Inc. (Arrow). The Company also
acquired the stock of Swiftpack Automation Limited (Swiftpack) and Assembly
Machines, Inc. (AMI). During the nine months ended March 30, 1997, the
Company acquired the stock of Mid-West Automation Enterprises, Inc.
(Mid-West) and Hansford Manufacturing Corporation (Hansford). The
acquisitions are elements of a business strategy to acquire companies with
proprietary products and manufacturing capabilities which have strong
market and technological positions in the niche markets they serve and to
accelerate the Company's goal of providing customers a full range of
integrated automated assembly and packaging systems. The Company believes
that emphasis on complementary acquisitions of companies serving target
markets allows it to broaden its product offerings and to provide customers
a single source for complete integrated automation systems. The
acquisitions also expand the Company's base of customers, creating greater
opportunities for cross-selling among the various divisions of the Company.
The Company operates in two business segments, Special Machines and
Components. The Special Machines segment designs and builds integrated
systems, custom equipment, and proprietary machines used by customers in
manufacturing, testing and packaging various products in a wide variety of
industries. The Components segment stamps and fabricates a wide range of
standard and custom metal components. Gross margins of the Special Machines
segment may vary from period to period as a result of the variations in
profitability of contracts for large orders of special machines. In
addition, changes in the product mix in a given period affect gross margins
for the Special Machines segment.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 14
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The percentage of completion method of accounting is used by the Company's
Special Machines segment to recognize revenues and related costs. Under the
percentage of completion method, revenues for customer contracts are
measured based on the ratio of engineering and manufacturing labor hours
incurred to date compared to total estimated engineering and manufacturing
labor hours or, for certain customer contracts, the ratio of total costs
incurred to date to total estimated costs. Any revisions in the estimated
total costs or values of the contracts during the course of the work are
reflected when the facts that require the revisions become known. Revenue
from the sale of products manufactured by the Company's Components segment
is recognized upon shipment to the customer.
Costs and related expenses to manufacture the products are recorded as cost
of sales when the related revenue is recognized. Provisions for estimated
losses on uncompleted contracts are made in the period in which such losses
are determined.
Certain information contained herein, particularly the information
appearing under the headings "Results of Operations", "Liquidity and
Capital Resources" and "Backlog" includes forward-looking statements. These
statements which, at the time made, speak about the future, are based upon
the Company's interpretation of what it believes are significant factors
affecting its businesses and are made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Actual
results could differ materially from those anticipated in any
forward-looking statements as a result of various factors, including
economic downturns in industries served, delays or cancellations of
customer orders, delays in shipping dates of products, significant cost
overruns on certain projects, foreign currency exchange rate fluctuations
and possible future acquisitions that may not be complementary or additive.
Additional information regarding certain important factors that could cause
actual results of operations or outcomes of other events to differ
materially from any such forward-looking statement appears elsewhere
herein, including under the heading "Seasonality and Fluctuations in
Quarterly Results"; and in the Corporation's other filings with the
Securities and Exchange Commission, including its registration statement on
Form S-3 (Registration No. 333-14955) and prospectus dated November 25,
1996, including the section therein entitled "Risk Factors".
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 15
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
of consolidated net sales represented by certain items reflected in the
Company's consolidated statement of operations:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 30, March 24, March 30, March 24,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 71.3 72.6 72.0 74.0
------------- ------------- ------------- -------------
Gross profit 28.7 27.4 28.0 26.0
Selling, general and
administrative expenses 14.3 15.2 14.0 15.1
------------- ------------- ------------- -------------
Operating income 14.4 12.2 14.0 10.9
Interest expense 2.4 2.4 3.1 1.8
------------- ------------- ------------- -------------
Income before provision
for income taxes and
extraordinary loss 12.0 9.8 10.9 9.1
Provision for income taxes 5.0 4.1 4.6 3.8
------------- ------------- ------------- -------------
Income before extraordinary
loss 7.0 5.7 6.3 5.3
Extraordinary loss on debt
refinancing 0.1
------------- ------------- ------------- -------------
Net income 7.0% 5.7% 6.2% 5.3%
============= ============= ============= =============
</TABLE>
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 16
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THREE MONTHS ENDED MARCH 30, 1997
COMPARED TO THREE MONTHS ENDED MARCH 24, 1996
NET SALES
Consolidated net sales increased $43.5 million, or 72.7%, to $103.4 million
for the three months ended March 30, 1997 from $59.9 million for the three
months ended March 24, 1996. The increase in sales was attributed to the
incremental sales of recently acquired businesses of $34.8 million, with
the remaining $8.7 million, or 14.5%, increase relating to increased sales
from existing businesses. Recently acquired businesses include AMI in
January 1996, Mid-West in July 1996 and Hansford in September 1996.
Sales by the Special Machines segment increased $40.9 million and sales by
the Components segment increased $2.6 million. The increase in sales by the
Special Machines segment was due to an increase in sales from existing
businesses of $6.1 million, or 12.2%, over the third quarter of fiscal 1996
and $34.8 million in incremental sales from recently-acquired businesses.
The existing businesses in the Special Machines segment experienced growth
in sales of automated assembly systems reflecting international expansion
by certain customers and DTI's increased penetration into new markets. The
increase in sales by the Components segment of $2.6 million, or 25.6%, is a
result of an increase in sales to a large customer in the agricultural
equipment industry and sales to several new customers obtained in the
current year. Capital investment in the Components segment has provided
additional capacity and expanded capabilities to increase the number and
types of products offered to customers. Sales to customers in the
transportation industry had declined slightly from prior year levels.
GROSS PROFIT
Gross profit increased $13.3 million, or 80.8%, to $29.7 million for the
three months ended March 30, 1997 from $16.4 million for the three months
ended March 24, 1996, as a result of the sales increases discussed above
and gross margin improvements. The gross margin increased to 28.7% from
27.5% primarily as a result of the recently acquired operations. Gross
margin exclusive of acquired operations increased slightly to 27.6%.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES
SG&A expenses increased $5.6 million, or 61.9%, to $14.7 million for the
three months ended March 30, 1997 from $9.1 million for the three months
ended March 24, 1996. Approximately $4.0 million of the increase was due to
recently acquired businesses, with the remaining increase the result of
personnel additions, higher compensation expense for current personnel and
increased travel costs, most of which related to the overall growth of the
Company and the further establishment of a business group operating
structure. As a percentage of consolidated net sales, SG&A expenses
decreased to 14.3% from 15.2%. The percentage decrease resulted primarily
from lower SG&A expenses as a percentage of sales associated with recently
acquired businesses.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 17
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OPERATING INCOME
Operating income increased $7.7 million, or 104.3%, to $15.0 million for
the three months ended March 30, 1997 from $7.3 million for the three
months ended March 24, 1996, as a result of the factors noted above. The
operating margin increased to 14.4% from 12.2% in the prior year. Excluding
acquisitions, operating income increased $0.8 million, or 10.7%.
INTEREST EXPENSE
Interest expense increased to $2.5 million for the three months ended March
30, 1997 from $1.5 million for the three months ended March 24, 1996. The
increase in interest expense resulted primarily from the increase in the
debt level of the Company to finance recent acquisitions and meet working
capital requirements partially offset by the net proceeds of an offering of
common stock.
INCOME TAXES
Provision for income taxes increased to $5.2 million for the three months
ended March 30, 1997 from $2.5 million for the three months ended March 24,
1996, reflecting an effective tax rate of approximately 41.9% and 42.0% for
each period, respectively. This rate differs from statutory rates due to
permanent differences primarily related to non-deductible goodwill
amortization on certain acquisitions.
NET INCOME
Net income increased to $7.2 million for the three months ended March 30,
1997 from $3.4 million for the three months ended March 24, 1996 as a
result of the factors noted above. Primary earnings per share were $0.61
for the three months ended March 30, 1997 versus $0.38 for the three months
ended March 24, 1996. The weighted average common shares outstanding for
the three months ended March 30, 1997 were 11,882,622 versus 9,000,000 for
the three months ended March 24, 1996. The increase is a result of the
issuance of common stock and the dilutive effect of certain common stock
equivalents, including stock options and the estimated contingent shares
which may be issuable in conjunction with the Kalish acquisition.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 18
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NINE MONTHS ENDED MARCH 30, 1997
COMPARED TO NINE MONTHS ENDED MARCH 24, 1996
NET SALES
Consolidated net sales increased $121.9 million, or 74.0%, to $286.7
million for the nine months ended March 30, 1997 from $164.8 million for
the nine months ended March 24, 1996. Of the $121.9 million increase in
sales, $106.7 million was due to the incremental sales of recently acquired
businesses, with the remaining $15.2 million, or 9.2%, relating to
increased sales from existing businesses. Recently acquired businesses
include Kalish in August 1995, Arrow in September 1995, Swiftpack in
November 1995, AMI in January 1996, Mid-West in July 1996 and Hansford in
September 1996.
Sales by the Special Machines segment increased $118.5 million and sales by
the Components segment increased $3.4 million. The increase in sales by the
Special Machines segment was due to an increase in sales from existing
businesses of $13.0 million, or 9.7%, over the nine months of fiscal 1996
and $105.5 million in incremental sales from recently acquired businesses.
Sales from existing businesses were up due to the strong growth occurring
in assembly systems, welding systems and foam extrusion equipment. The
increase in sales of assembly and welding systems reflects international
expansion by certain customers and DTI's increased penetration into new
markets. Foam extrusion equipment sales have grown significantly led by a
strong international market. The growth in sales of the assembly, welding
and foam extrusion systems was partially offset by a decrease in sales of
custom build-to-print machines. The increase in sales by the Components
segment was due to an increase in sales from existing businesses of $2.2
million, or 7.1%, over the nine months of fiscal 1996 and $1.2 million in
incremental sales from recently acquired businesses. The increase in sales
of the Components segment is a result of the sales increases to a large
customer in the agricultural equipment industry, sales to new customers and
the lessened effect in the latter part of the fiscal year of the reduced
sales to customers in the transportation industry.
GROSS PROFIT
Gross profit increased $37.3 million, or 87.1%, to $80.1 million for the
nine months ended March 30, 1997 from $42.8 million for the nine months
ended March 24, 1996, as a result of the sales increases discussed above
and gross margin improvements. The gross margin increased to 28.0% from
26.0%. Gross margin exclusive of acquired operations increased to 27.4%,
reflecting a more favorable product mix and gross margin improvement across
several product lines within the Special Machines segment, including custom
equipment, welding systems and tablet packaging equipment.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES
SG&A expenses increased $15.2 million, or 61.0%, to $40.1 million for the
nine months ended March 30, 1997 from $24.9 million for the nine months
ended March 24, 1996. Approximately $11.5 million of the increase was due
to recently acquired businesses, with the remaining increase the result of
personnel additions, higher compensation expense for current personnel and
increased travel costs, most of which related to the overall growth of the
Company and the further establishment of a business group operating
structure. As a percentage of consolidated net sales, SG&A expenses
decreased to 14.0% from 15.1%. The percentage decrease resulted primarily
from lower SG&A expenses as a percentage of sales associated with the
recently acquired businesses.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 19
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OPERATING INCOME
Operating income increased $22.1 million, or 123.3%, to $40.0 million for
the nine months ended March 30, 1997 from $17.9 million for the nine months
ended March 24, 1996, as a result of the factors noted above. The operating
margin increased to 14.0% from 10.9% in the prior year. Excluding
acquisitions, operating income increased $2.8 million, or 15.6%, and
operating margin increased to 11.5%.
INTEREST EXPENSE
Interest expense increased to $8.8 million for the nine months ended March
30, 1997 from $2.9 million for the nine months ended March 24, 1996. The
increase in interest expense resulted primarily from the increase in the
debt level of the Company to finance recent acquisitions and meet working
capital requirements partially offset by the net proceeds of an offering of
common stock.
INCOME TAXES
Provision for income taxes increased to $13.1 million for the nine months
ended March 30, 1997 from $6.3 million for the nine months ended March 24,
1996, reflecting an effective tax rate of approximately 41.9% and 42.1% for
each period, respectively. This rate differs from statutory rates due to
permanent differences primarily related to non-deductible goodwill
amortization on certain acquisitions.
NET INCOME
Income before extraordinary loss increased to $18.1 million for the nine
months ended March 30, 1997 from $8.7 million for the nine months ended
March 24, 1996 as a result of the factors noted above. The Company
recognized an extraordinary loss in July 1996 of $0.3 million, or $0.03 per
share, attributable to the write-off of $0.5 million unamortized deferred
financing fees, net of related $0.2 million tax benefit. As a result, net
income was $17.8 million, or $1.67 per share. Primary earnings per share
before the extraordinary loss were $1.70 for the nine months ended March
30, 1997 versus $0.97 for the nine months ended March 24, 1996. The
weighted average common shares outstanding for the nine months ended March
30, 1997 were 10,633,899 versus 9,000,000 for the nine months ended March
24, 1996. The increase is a result of the issuance of common stock and the
dilutive effect of certain common stock equivalents, including stock
options and the estimated contingent shares which may be issuable in
conjunction with the Kalish acquisition.
LIQUIDITY AND CAPITAL RESOURCES
Net income plus non-cash operating charges provided $25.9 million of
operating cash flow for the nine months ended March 30, 1997. Net increases
in working capital balances used operating cash of $46.5 million, resulting
in net cash used by operating activities of $20.6 million for the nine
months ended March 30, 1997. A substantial portion of the net increase in
working capital reflects the increased level of manufacturing activity
occurring at the Company, particularly in the Special Machines segment. The
Company has experienced a trend towards larger dollar value and longer
lead-time projects. The Special Machines segment has been working on
several such contracts which do not provide for customer advances or
progress payments. These factors resulted in a $23.7 million increase in
costs and earnings in excess of amounts billed and a $9.7 million increase
in inventory. A strong level of shipments in the quarter ended March 30,
1997 was the primary factor in the increase in accounts receivable. Other
factors contributing to the net increase in working capital were primarily
associated with the Mid-West and Hansford acquisitions. Acquisition costs
paid subsequent to the closings for both Mid-West and Hansford amounted to
approximately $2.0 million. Also, as anticipated with the Hansford
acquisition, the Company has provided approximately $5.0 million to meet
current working capital requirements.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 20
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During the nine months ended March 24, 1996, net cash provided by operating
activities was $21.5 million. Net income plus non-cash operating charges
provided $13.4 million of operating cash flow. A favorable change in
working capital balances provided net cash of $8.1 million primarily due to
a decrease in accounts receivable of $9.0 million. The decrease was a
result of cash received during fiscal 1996 as a result of the significant
fourth quarter 1995 shipments.
Working capital balances can fluctuate significantly between periods as a
result of the significant costs incurred on individual contracts and the
relatively large amounts invoiced and collected by the Company for a number
of large contracts.
During the nine months ended March 30, 1997, net cash of $121.1 million was
provided by financing activities and used primarily to fund the
acquisitions of Mid-West and Hansford for $92.8 million, net of cash
acquired. The net cash provided by financing activities was also used to
finance capital expenditures of $8.2 million, pay dividends of $0.6 million
and fund working capital requirements. Financing activities consisted of
the renegotiation of the Company's credit facility and the issuance of
common stock as discussed below. The Company incurred $2.5 million of
financing costs in conjunction with the renegotiation of the credit
facility.
During the nine months ended March 24, 1996, cash provided by operating
activities was used to finance capital expenditures of approximately $7.6
million, pay dividends of $0.5 million and provide funding towards four
acquisitions. Net borrowings of the Company increased by approximately
$34.3 million in the nine months ended March 24, 1996, primarily due to the
acquisition of Kalish for $16.4 million, Arrow for $3.0 million, Swiftpack
for $18.4 million and AMI for $6.7 million, net of cash acquired.
On November 25, 1996, the Company completed the sale of 2,250,000 shares of
its common stock at a price to the public of $34.50 a share. Net proceeds
to the Company were $73.5 million after deducting issuance costs. In
connection with the offering by the Company, certain selling stockholders
sold 2,835,000 shares for which the Company did not receive any proceeds.
The proceeds received by the Company were used to reduce indebtedness.
Under terms of the Company's Second Amended and Restated Credit Facilities
Agreement, the prepayment of indebtedness has resulted in a reduction in
interest rates of 0.75% per annum on borrowings outstanding under the
credit facility. In addition, the prepayment of indebtedness established a
loan commitment of $58.5 million which is available for use by the Company
to finance future acquisitions for up to two years.
During the nine months ended March 30, 1997, the Company completed the
acquisitions of Mid-West and Hansford for $75.2 million and $17.6 million,
respectively, net of cash acquired. These acquisitions were financed under
the Second Amended and Restated Credit Facilities Agreement, which replaced
the Company's previous credit agreement. The credit agreement, which was
subsequently amended in September and December 1996, provides a total
credit line of $210 million, including an $80 million revolving credit
facility, a $50.5 million term loan, a $58.5 million acquisition facility
and a $21 million foreign currency denominated letter of credit. The term
loan requires quarterly principal payments ranging from $1.6 million to
$2.3 million with a final balloon payment at maturity on July 23, 2001.
Borrowings under the agreement bear interest at prime or LIBOR (at the
option of DTI) plus a specified percentage based on the ratio of funded
debt to operating cash flow. At March 30, 1997, interest rates on these
facilities ranged from 6.5% to 8.5%. Borrowing availability for the
revolver is based on percentages of the Company's eligible accounts
receivable, eligible inventory and outstanding letters of credit. The
Company had excess borrowing availability of $19.5 million relating to the
revolving credit facility at March 30, 1997. The credit facility is secured
by substantially all of the assets of DTI and its subsidiaries and contains
certain financial and other covenants and restrictions. In conjunction with
entering into this credit facility, the Company recognized an extraordinary
loss in July 1996 of $0.3 million attributable to the write-off of $0.5
million unamortized deferred financing fees, net of related $0.2 million
tax benefit.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 21
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In connection with the acquisition of Swiftpack on November 23, 1995, DT
Industries (UK) Limited (DTUK), a wholly-owned subsidiary, entered into the
Credit Agreement, Specific Counter-Indemnity and Debenture with a foreign
bank. The foreign credit facility denominated in Pounds Sterling was used
for the cash portion of the purchase price of Swiftpack and the redemption
of five fixed rate guaranteed promissory notes (Loan Notes) entered into
with certain of the prior shareholders. The Loan Notes, which bore interest
at 5.3%, were redeemed by the noteholders between November 25, 1996 and
December 23, 1996. The aggregate principal amount of the foreign credit
facility is approximately $21.0 million. The facility bears interest at a
variable rate based upon LIBOR (approximately 7.8% including letter of
credit fees at March 30, 1997). Principal payments are due quarterly with
the remaining principal balance due on August 16, 2000. Principal payments
range from approximately $0.3 million to $0.4 million. The foreign credit
facility is secured by the letter of credit facility provided through the
Second Amended and Restated Credit Facilities Agreement.
The Company also maintains revolving credit facilities of approximately
$3.0 million through its foreign subsidiaries. At March 30, 1997, total
outstanding indebtedness under such facilities was approximately $1.8
million.
To manage its exposure to fluctuations in interest rates, the Company
entered into an interest rate swap agreement in June 1995 for a notional
principal amount of $30 million, maturing June 29, 1998. Swap agreements
involve the exchange of interest obligations on fixed and floating
interest-rate debt without the exchange of the underlying principal amount.
The differential paid or received on the swap agreement is recognized as an
adjustment to interest expense. The swap agreement requires the Company to
pay a fixed rate of 6.06% in exchange for a floating rate payment equal to
the three month LIBOR determined on a quarterly basis with settlement
occurring on specific dates.
Management anticipates that capital expenditures in the current fiscal
year and future years will include recurring replacement or refurbishment
of machinery and equipment, which will approximate depreciation expense,
and purchases to improve production methods or processes or to expand
manufacturing capabilities. To accommodate growth occurring at two of the
Special Machines Facilities, the Company expects to enter into new
operating leases. Upon adding additional capacity with leased facilities,
the Company believes that its principal owned and leased manufacturing
facilities will have sufficient capacity to accommodate future internal
growth without major capital improvements.
The Company paid quarterly cash dividends of $0.02 per share on September
13, 1996, December 13, 1996 and March 14, 1997 to stockholders of record on
August 30, 1996, November 22, 1996 and February 28, 1997, respectively.
Based on its ability to generate funds from operations and the availability
of funds under its current credit facilities, the Company believes that it
will have sufficient funds available to meet its currently anticipated
operating and capital expenditure requirements.
BACKLOG
The Company's backlog is based upon customer purchase orders that the
Company believes are firm. As of March 30, 1997, the Company had $180.2
million of orders in backlog, which compares to a backlog of approximately
$104.3 million as of March 24, 1996. The acquisitions of Mid-West and
Hansford increased the backlog $63.2 million at March 30, 1997 in
comparison to March 24, 1996. Excluding the effect of these acquisitions,
backlog would have been $117.0 million at March 30, 1997, an increase of
$12.7 million, or 12.1%, from a year ago.
<PAGE>
DT INDUSTRIES, INC.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Page 22
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The backlog for the Special Machines Group at March 30, 1997 was $170.4
million, an increase of $72.5 million from a year ago. Excluding the effect
of acquisitions, backlog increased $9.3 million, or 9.5%, from an increase
in orders across most of the product lines, including integrated packaging
lines, welding systems and assembly and testing systems. Backlog for the
Components segment increased $3.3 million, or 51.1%, from the $6.5 million
backlog a year ago. The increase is a result of a large long term order
from a new customer.
The level of backlog at any particular time is not necessarily indicative
of the future operating performance of the Company. Additionally, certain
purchase orders are subject to cancellation by the customer upon
notification. Certain orders are also subject to delays in completion and
shipment at the request of the customer. The Company believes approximately
one-half of the orders in the backlog will be recognized as sales during
the current fiscal year.
SEASONALITY AND FLUCTUATIONS IN QUARTERLY RESULTS
In general, the Company's business is not subject to seasonal variations in
demand for its products. However, because orders for certain of the
Company's products can be several million dollars, a relatively limited
number of orders can constitute a meaningful percentage of the Company's
revenue in any one quarterly period. As a result, a relatively small
reduction or delay in the number of orders can have a material impact on
the timing of recognition of the Company's revenues. Certain of the
Company's revenues are derived from fixed price contracts. To the extent
that original cost estimates prove to be inaccurate, profitability from a
particular contract may be adversely affected. Gross margins in the Special
Machines segment may vary between comparable periods as a result of the
variations in profitability of contracts for large orders of special
machines as well as product mix between the various types of custom and
proprietary equipment manufactured by the Company. Accordingly, results of
operations of the Company for any particular quarter are not necessarily
indicative of results that may be expected for any subsequent quarter or
related fiscal year.
<PAGE>
DT INDUSTRIES, INC.
PART II. Other Information
Page 23
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ITEM 6. Exhibits and Reports on Form 8-K
Exhibit 10.1 - Second Amendment to the Second Amended and Restated
Credit Facilities Agreement dated December 1, 1996, among The
Boatmen's National Bank of St. Louis and the other lenders listed
therein and DT Industries, Inc. and the other borrowers listed therein
Exhibit 10.2 - Lease Agreement between Kersten Randolph Street
Property and Mid-West Automation Enterprises, Inc. dated February
11, 1997
Exhibit 11 - Statement Regarding Computation of Earnings Per Share
Exhibit 27 - Financial Data Schedule (EDGAR version only)
<PAGE>
DT INDUSTRIES, INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DT INDUSTRIES, INC.
Date: May 12, 1997 /s/ Bruce P. Erdel
----------------------------------------
(Signature)
Bruce P. Erdel
Vice President - Finance and Secretary
(Principal Financing and Accounting
Officer)
<PAGE>
EXHIBIT INDEX
Page No. in Sequential
Numbering System
Exhibit No. Description
10.1 Second Amendment to the Second Amended and Restated Credit
Facilities Agreement dated December 1, 1996, among The Boatmen's
National Bank of St. Louis and the other lenders listed therein
and DT Industries, Inc. and the other borrowers listed therein
10.2 Lease Agreement between Kersten Randolph Street Property and
Mid-West Automation Enterprises, Inc. dated February 11, 1997
11 Statement Regarding Computation of Earnings Per Share
27 Financial Data Schedule (EDGAR version only)
SECOND AMENDMENT
to
SECOND AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT
among
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS, as "Agent"
and
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
and
THE OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Lenders"
and
DT INDUSTRIES, INC.
and
THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Borrowers"
This SECOND AMENDMENT to SECOND AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of December 1, 1996, by and
among DT INDUSTRIES, INC. ("DTI"), a Delaware corporation, DETROIT TOOL AND
ENGINEERING COMPANY, a Delaware corporation ("Engineering"), DETROIT TOOL METAL
PRODUCTS CO., a Missouri corporation, ("Metal Products"), SENCORP SYSTEMS, INC.,
a Delaware corporation ("Sencorp"), PHARMA GROUP, INC., a Delaware corporation,
formerly known as Stokes-Merrill Corporation ("PGI"), ADVANCED ASSEMBLY
AUTOMATION, INC., an Ohio corporation ("AAA"), DT CANADA INC., a New Brunswick,
Canada corporation ("DT Canada"), KALISH CANADA INC., a New Brunswick, Canada
corporation ("Kalish Canada"), and MID-WEST AUTOMATION ENTERPRISES, INC.
("Mid-West Enterprises") (DTI, Engineering, Metal Products, Sencorp, PGI, AAA,
DT Canada, Kalish Canada, and Mid-West Enterprises are referred to herein both
collectively and individually as "Borrower"), THE BOATMEN'S NATIONAL BANK OF ST.
LOUIS ("Boatmen's"), as administrative agent ("Agent"), and the Lenders.
RECITALS:
A. Borrower and Lenders are party to that certain Second Amended and
Restated Credit Facilities Agreement dated as of July 19, 1996, as
amended by that certain Amendment to Second Amended and Restated Credit
Facilities Agreement dated as of September 30, 1996 (the "Original Loan
Agreement").
<PAGE>
B. Various Lenders have requested that certain changes be made to the
Original Loan Agreement and Borrower has requested that the Swiftpack
Letter of Credit be replaced with a letter of credit that provides for
certain automatic reductions in its face amount.
C. DTI has issued equity securities and has paid the net proceeds
therefrom to Agent for the Lenders as the Term Loan Equity Prepayment
contemplated in Section 3.7 of the Original Loan Agreement, and (the
Term Loan Commitment amount and the General Acquisition Loan Commitment
amount having been advanced to Borrower by Lenders before the date
hereof) Borrower and Lenders desire to amend the Original Loan
Agreement so as to merge the General Acquisition Loan into the Term
Loan, to terminate the General Acquisition Commitment and to restate
the Post Offering Acquisition Commitment.
AMENDMENT
Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Lenders
hereby amend the Original Loan Agreement as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined herein have
the meanings given them in the Loan Agreement. All references to the "Loan
Agreement" in the Original Loan Agreement and in this Amendment shall be deemed
to be references to the Original Loan Agreement as it is amended hereby and as
it may be further amended, restated, extended, renewed, replaced, or otherwise
modified from time to time.
2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become
effective as of January 1, 1997, (the "Amendment Effective Date"), but only if
this Amendment has been executed by Borrower and all of the Lenders and
replacement Revolving Notes, Term Notes, and Post-Offering Acquisition Notes
reflecting this Amendment have been executed and delivered to Lenders by
Borrower.
3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT.
3.1. REVOLVING COMMITMENT. Section 3.1.1 of the Original Loan Agreement
is hereby amended by deleting entirely the sentence beginning with the words
"The `Aggregate Revolving Commitment'" and replacing it with the following
sentence:
"The `Aggregate Revolving Commitment' on any date shall be $80,000,000, or
such lesser or greater Dollar amount to which it may have been changed as
provided herein."
3.2. RESTATEMENT AND ELIMINATION OF CERTAIN COMMITMENT AND PAYMENT
SECTIONS. Sections 3.7, the first 10 sentences of Section 3.8 (with Section 3.8
hereby being renamed
2
<PAGE>
"Hansford Letter of Credit"), 6.3.3, and 16.21 of the Original Loan Agreement
are hereby deleted. Exhibit 3 to the Original Loan Agreement is hereby replaced
with Exhibit 3 attached to this Amendment. Sections 3.3, 3.5, 3.6 and 6.2.2 of
the Original Loan Agreement are hereby replaced in their entirety with the
following:
3.3 Term Commitment. Borrower acknowledges that each Lender has
made advances to Borrower in the amount of such Lender's prorata share of
$31,956,348. Each Lender commits to make an additional advance (referred to
herein as the "Hansford Advance") in such Lender's prorata share of the
amount drawn, if any, on the Hansford Letter of Credit. Immediately upon
the payment of a draw on the Hansford Letter of Credit by its issuer,
Borrower shall be automatically deemed to have made a request for an
Alternate Base Rate Advance that complies with Section 7.12, and the
proceeds of such advance (when made) shall be promptly applied by Agent to
reimburse the amount of the draw to the issuer of the Hansford Letter of
Credit. Borrower and Lenders acknowledge that they expect the Hansford
Letter of Credit to be fully drawn in a single draft. (The amount of the
advance already made by each Lender together with the amount of the
Hansford Advance to be made by such Lender is referred to herein as the
"Term Commitment" of such Lender. The aggregate of all such advances is
referred to herein as the "Term Advance". The aggregate amount of the
Lenders' Term Commitments is referred to herein as the "Aggregate Term
Commitment". Each Lenders' Term Commitment, which is its prorata share of
the Aggregate Term Commitment, is listed on Exhibit 3 hereto. The from time
to time outstanding principal amount of the Term Advance is referred to
herein as the "Aggregate Term Loan" and each Lender's prorata share thereof
is referred to herein as a "Term Loan".) The obligation of Borrower to
repay each Lender's prorata share of the Aggregate Term Loan shall be
evidenced by a promissory note payable to the order of such Lender in a
principal amount equal to such Lender's prorata share of the Aggregate Term
Commitment and otherwise in substantially the form attached hereto as
Exhibit 3.2 (individually a "Term Note" and collectively the "Term Notes").
Amounts applied to reduce the Aggregate Term Loan may not be reborrowed.
3.5 Post-Offering Acquisition Loan Commitment. Each Lender commits
to make available a term loan facility to Borrower (its "Post-Offering
Acquisition Loan Commitment") in an amount equal to $58,500,000 (the
"Aggregate Post-Offering Acquisition Loan Commitment") in one or more
advances by Lenders in accordance with their prorata shares of the
Aggregate Post-Offering Acquisition Loan Commitment as listed on Exhibit 3
hereto (each advance by a Lender being referred to herein as a
"Post-Offering Acquisition Advance"). Borrower may request Post-Offering
Acquisition Advances solely for purposes of making Permitted Acquisitions
from time to time during the period commencing on December 1, 1996, and
ending at the close of Administrative Agent's business at the Lending
Office on November 30, 1997 (the "Post-Offering Acquisition Loan
Availability Date"). Except for Post-Offering Acquisition Advances made
within 90 days after the consummation of a Permitted Acquisition for the
purpose of paying the post-closing expenses and fees incurred in connection
with such acquisition, no Post-Offering Acquisition Advance will be made
after the expiration of the Post-Offering Acquisition Loan Availability
Period. (The from time to time outstanding principal amount of all
Post-Offering Acquisition Advances from Lenders is referred to herein as
the "Aggregate Post-Offering Acquisition Loan" and each Lender's prorata
share thereof is referred to herein as a "Post-Offering Acquisition Loan".)
No Post-Offering Acquisition Advance will be made which would result in the
Aggregate Post-Offering Acquisition Loan exceeding the Post-Offering
Acquisition Loan Commitment. The obligation of Borrower to repay each
Lender's prorata share of the Aggregate Post-Offering Acquisition Loan
shall be evidenced by a promissory note payable to the order of such Lender
in a principal amount equal to its prorata share of the Aggregate
Post-Offering Acquisition Loan Commitment and otherwise in the form
attached hereto as Exhibit 3.2 (individually a "Post-Offering Acquisition
Note" and collectively the "Post-Offering Acquisition Notes"). Amounts
applied to reduce the Aggregate Post-Offering Acquisition Loan may not be
reborrowed.
3
<PAGE>
3.6 Extension of Post-Offering Acquisition Loan Commitment. If at
the end of the Post-Offering Acquisition Loan Availability Period, (i)
there is remaining availability under the Aggregate Post-Offering
Acquisition Loan Commitment and (ii) there is no Existing Default, Borrower
may at its option extend the Post-Offering Acquisition Loan Availability
Period for one additional year by providing written notice of such election
to Administrative Agent within 30 days prior to the original expiration
date of the Post-Offering Acquisition Loan Availability Period.
6.2.2 Principal. Commencing on the first day of January, 1997,
Borrower shall repay the Aggregate Canadian Term Loan, the Aggregate Term
Loan (exclusive of the amount of the Hansford Advance), and the amount of
the Hansford Advance on the dates and in the amounts set forth in the
following table:
<TABLE>
<CAPTION>
Date Canadian Term Loan Payment on Payment on Total Term
Term Payment Hansford Expected Loan
Loan (exclusive Advance as Total Payment
Payment: of Payment Percentage Hansford Expected
on Hansford thereof: Advance of
Advance): $8,543,652:
- ------------------ ---------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
January 1, 1997 $1,612,969 $1,612,969
April 1, 1997 $1,612,969 $1,612,969
July 1, 1997 $1,612,969 $1,612,969
October 1, 1997 $1,612,969 5% $427,182 $2,040,151
January 1, 1998 $1,688,726 5% $427,182 $2,115,908
April 1, 1998 $1,688,726 5% $427,182 $2,115,908
July 1, 1998 $1,688,726 5% $427,182 $2,115,908
October 1, 1998 $1,688,726 5% $427,182 $2,115,908
January 1, 1999 $1,764,483 5% $427,182 $2,191,666
April 1, 1999 $1,764,483 5% $427,182 $2,191,666
July 1, 1999 $1,764,483 5% $427,182 $2,191,666
October 1, 1999 $1,764,483 5% $427,182 $2,191,666
January 1, 2000 $1,840,241 5% $427,182 $2,267,423
April 1, 2000 $1,840,241 5% $427,182 $2,267,423
July 1, 2000 $1,840,241 5% $427,182 $2,267,423
October 1, 2000 $1,840,241 5% $427,182 $2,267,423
January 1, 2001 $1,840,241 5% $427,182 $2,267,423
April 1, 2001 $1,840,241 5% $427,182 $2,267,423
4
<PAGE>
Term Maturity Date Balance Balance 25% Balance Balance
- ------------------ ---------- ----------- ----------- ----------- ----------
</TABLE>
6.3 Scheduled Payments on Post-Offering Acquisition Loan.
6.3.1 Interest. Borrower shall pay interest accrued on each
Alternate Base Rate Loan that is a Post-Offering Acquisition Loan
monthly in arrears, beginning on the first Business Day of the first
full calendar month following the Effective Date, and continuing on
the first Business Day of each calendar month thereafter, and on July
23, 2001. Borrower shall pay interest accrued on each LIBOR Loan that
is a Post-Offering Acquisition Loan at the end of its Interest Period,
and in addition, for each LIBOR Loan with an Interest Period longer
than three months, Borrower shall pay interest on such Loan quarterly
on the first Business Day of each calendar quarter following the first
day of such Interest Period. Borrower shall pay interest accrued on
each Post-Offering Acquisition Loan after July 23, 2001 on demand.
6.3.2 Principal. Borrower shall repay the amount of each Post-
Offering Acquisition Advance of the Aggregate Post-Offering
Acquisition Loan in quarterly installments, commencing on the first
Business Day of the second full calendar quarter beginning after such
Post-Offering Acquisition Advance, and continuing on the first
Business Day of each calendar quarter thereafter, each in an amount
equal to 5% of the amount of such Post-Offering Acquisition Advance,
and a final installment in the amount of the Aggregate Post-Offering
Acquisition Loan (the "Post-Offering Acquisition Balloon Payment") on
July 23, 2001.
3.3. CHANGES TO COMMITMENT FEE SECTION. The first two sentences of
Section 5.2 of the Original Loan Agreement are hereby replaced with the
following:
5.2 Commitment Fee to Lenders. Borrower shall pay to Admin-
istrative Agent for the ratable account of Lenders a "Commitment Fee"
calculated by applying the daily equivalent of the Commitment Fee Rate to
the Unused Aggregate Commitment on each day during the period from the
Effective Date to the Revolver Maturity Date. The "Unused Aggregate
Commitment" on any day shall be an amount equal to (i) the sum of the
amounts of (a) the Aggregate Revolving Commitment and (b) the Aggregate
Post-Offering Acquisition Loan Commitment, minus (ii) the sum of (a) the
amount of the Aggregate Revolving Loan plus (1) the Letter of Credit
Exposure and (2) the Swingline Loan, and (c) the amount of the Aggregate
Post-Offering Acquisition Loan.
3.4. REPLACEMENT OF SWIFTPACK LETTER OF CREDIT. Section 3.10.2 of the
Original Loan Agreement is hereby replaced in its entirety with the following:
3.10.2 Swiftpack Letter of Credit. Boatmen's has previously issued a
Letter of Credit (the "Swiftpack Letter of Credit") in the face amount
of (pound)13,500,000 for the account of Borrower in connection with,
and as security for, the Dresdner UK Loan. Boatmen's commits to issue
an amendment to the Swiftpack Letter of Credit providing, or a
replacement Letter of Credit in substantially the same form as the
Swiftpack Letter of Credit but providing, that the maximum amount
available to be drawn thereunder will be (pound)13,100,000 (as of
January 1, 1997) ((pound)12,900,000 if issued on of after January 15,
1997) and will thereafter automatically reduce in accordance with the
following table:
5
<PAGE>
<TABLE>
<CAPTION>
Effective on this date: The Maximum Available Amount will
automatically reduce to:
- ----------------------- ---------------------------------
<S> <C>
15 January 1997 (pound)12,900,000
15 April 1997 (pound)12,600,000
15 July 1997 (pound)12,300,000
15 October 1997 (pound)12,100,000
15 January 1998 (pound)11,900,000
15 April 1998 (pound)11,700,000
15 July 1998 (pound)11,500,000
15 October 1998 (pound)11,300,000
15 January 1999 (pound)11,100,000
15 April 1999 (pound)10,900,000
15 July 1999 (pound)10,700,000
15 October 1999 (pound)10,400,000
15 January 2000 (pound)10,200,000
15 April 2000 (pound)9,900,000
15 July 2000 (pound)9,600,000
</TABLE>
The term "Swiftpack Letter of Credit" herein shall mean the Swiftpack Letter of
Credit as so amended, or such replacement Letter of Credit, as applicable. The
expiration date of the Swiftpack Letter of Credit will be December 31, 2000.
Boatmen's and each Lender hereunder shall be deemed to have sold and transferred
to such other Lender, and each such other Lender shall be deemed to have
purchased and received from the other Lenders, a prorata undivided interest and
participation in the Swiftpack Letter of Credit, the reimbursement obligation of
Borrower with respect thereto, and any guaranty thereof or collateral therefor
such that each Lender's prorata undivided interest in the foregoing shall be the
same as such Lender's prorata share of the Aggregate Revolving Commitment.
3.5. REPAYMENT OF ANY OUTSTANDING PRINCIPAL AMOUNT OF SWINGLINE LOAN.
Section 6.1.2.2 of the Original Loan Agreement is hereby amended by adding the
words "and the Aggregate Swingline Loan" after the words "Aggregate Revolving
Loan".
3.6. ADMINISTRATIVE AGENT'S NOTICE TO LENDERS OF LIBOR ADVANCE. Section
7.5.1 of the Original Loan Agreement is hereby amended by deleting the first
sentence in its entirety and substituting the following sentence in lieu
thereof:
Not later than 12:00 noon (St. Louis time) on the date when an Advance
which is not a LIBOR Advance is requested to be made, and not later than
12:00 noon (St. Louis time) on the date two Business Days before the date
when an Advance which is a LIBOR Advance is requested to be made (each an
"Advance Date") which may only be on a Business Day, Administrative Agent
shall promptly notify each Lender of the amount of the Advance to be made
on that Advance Date.
6
<PAGE>
3.7. NET WORTH. The text of Section 10.1.2 of the Original Loan Agreement
is hereby deleted in its entirety and the following sentence is substituted in
lieu thereof:
Borrower's aggregate Net Worth shall be not less than $83,000,000.
3.8. MINIMUM FIXED CHARGE COVERAGE. Section 17.7 of the Original Loan
Agreement is hereby amended by inserting the word "Adjusted" before the words
"Operating Cash Flow."
3.9. MINIMUM NET WORTH. Section 17.9 of the Original Loan Agreement is
hereby amended by deleting the Dollar amount in the table opposite the words
"Effective Date through 12/31/96" and substituting the following Dollar amount
in lieu thereof: $83,000,000.
3.10. LOAN OBLIGATIONS Payable in Dollars. The Original Loan Agreement is
hereby amended by adding the following new Section 20.15:
20.15. Loan Obligations Payable in Dollars. All Loan Obligations that are
payable in Dollars under the terms of the Loan Documents shall be payable
only in Dollars. If, however, to obtain a judgment in any court it is
necessary to convert a Loan Obligation payable in Dollars into another
currency, the rate of exchange used shall be that at which Administrative
Agent could, using its customary procedures, purchase Dollars with such
other currency in New York, New York on the Business Day immediately
preceding the day on which such judgment is rendered. If any sum in another
currency is paid to a Lender or received by a Lender and applied to a Loan
Obligation payable in Dollars, such Loan Obligation shall be deemed paid
and discharged only to the extent of the amount of Dollars that
Administrative Agent, using its customary procedures, is able to purchase
in New York, New York with such sum on the Business Day immediately
following receipt thereof. Each Borrower agrees to indemnify each Lender
against any loss in Dollars that it may incur on such Loan Obligation as a
result of such payment or receipt and application to such Loan Obligation.
3.11. ADDITIONAL CONFORMING CHANGES. All of the following terms, and all
definitions (and cross references to definitions) thereof, wherever they appear
in the Original Loan Agreement, are hereby deleted: "Aggregate Alternate Base
Rate General Acquisition Loan", "Aggregate General Acquisition Loan", "Aggregate
General Acquisition Loan Commitment", "General Acquisition Advance", "General
Acquisition Balloon Payment", "General Acquisition Expiration Date", "General
Acquisition Loan", "General Acquisition Loan Commitment", "General Acquisition
Loan Maturity Date", and "General Acquisition Note". In every provision of the
Original Loan Agreement which stated or implied a form of arithmetic calculation
involving the amount represented by any of the foregoing terms, such amount
shall be deemed to be zero for purposes of such calculation.
4. WAIVER OF PGI LEASEHOLD MORTGAGE. Lenders hereby agree to waive the
requirement (Item 5 of Part II to Exhibit A of the Amendment to Second Amended
and Restated Credit Facilities Agreement dated as of September 30, 1996) that
Borrower deliver to Agent a Leasehold Mortgage covering the property leased by
PGI in Bristol, Pennsylvania and commonly known as 1500 Grundy's Lane.
7
<PAGE>
5. EFFECT OF AMENDMENT. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or Lenders under the Loan Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision of the Loan Agreement, any of the other
Loan Documents or any existing Default or Event of Default, nor act as a release
or subordination of the Security Interests of Agent or Lenders under the
Security Documents. Each reference in the Loan Agreement to "the Agreement",
"hereunder", "hereof", "herein", or words of like import, shall be read as
referring to the Loan Agreement as amended by this Amendment.
6. REAFFIRMATION. Borrower hereby acknowledges and confirms that (i) except
as expressly amended hereby the Loan Agreement remains in full force and effect,
(ii) the Loan Agreement is in full force and effect, (iii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iv) the Security Interests of Agent and Lenders under the Security
Documents secure all the Loan Obligations under the Loan Agreement as amended by
this Amendment, continue in full force and effect and have the same priority as
before this Amendment, and (v) Borrower has no claim against Agent or any Lender
arising from or in connection with the Loan Agreement or the other Loan
Documents.
7. GOVERNING LAW. This Amendment has been executed and delivered in St. Louis,
Missouri, and shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.
8. SECTION TITLES. The section titles in this Amendment are for convenience
of reference only and shall not be construed so as to modify any provisions of
this Amendment.
9. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Amendment may be executed in
one or more counterparts and on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Amendment may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.
10. INCORPORATION BY REFERENCE. Lenders and Borrower hereby agree that all
of the terms of the Loan Documents are incorporated in and made a part of this
Amendment by this reference.
11. STATUTORY NOTICE. The following notice is given pursuant to Section 432.045
of the Missouri Revised Statutes; nothing contained in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT
8
<PAGE>
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO
PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
BORROWER AND LENDERS HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT
AGREEMENT BETWEEN BORROWER AND LENDERS WITH RESPECT TO THE SUBJECT MATTER OF
THIS AMENDMENT.
[rest of page intentionally blank]
9
<PAGE>
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
DT INDUSTRIES, INC. SENCORP SYSTEMS, INC.,
a Delaware corporation a Delaware corporation
By: /s/ Bruce P. Erdel By: /s/ Bruce P. Erdel
-------------------------------- --------------------------------
Bruce P. Erdel, Vice President - Bruce P. Erdel, Vice President
Finance and Secretary and Secretary
DETROIT TOOL AND ENGINEERING COMPANY, ADVANCED ASSEMBLY AUTOMATION, INC.,
a Delaware corporation an Ohio corporation
By: /s/ Bruce P. Erdel By: /s/ Bruce P. Erdel
-------------------------------- --------------------------------
Bruce P. Erdel, Vice President Bruce P. Erdel, Vice President
and Secretary and Secretary
DETROIT TOOL METAL PRODUCTS CO., PHARMA GROUP, INC., a Delaware
a Missouri corporation corporation
By: /s/ Bruce P. Erdel By: /s/ Bruce P. Erdel
-------------------------------- --------------------------------
Bruce P. Erdel, Vice President Bruce P. Erdel, Vice President
and Secretary and Secretary
<PAGE>
DT CANADA INC., a New Brunswick, KALISH CANADA INC., a New Brunswick,
Canada corporation Canada corporation
By: /s/ Bruce P. Erdel By: /s/ Bruce P. Erdel
-------------------------------- --------------------------------
Bruce P. Erdel, Vice President Bruce P. Erdel, Vice President
and Secretary and Secretary
MID-WEST AUTOMATION ENTERPRISES, INC.,
an Illinois corporation
By: /s/ Bruce P. Erdel
--------------------------------
Bruce P. Erdel, Vice President
and Secretary
"GUARANTORS" "GUARANTORS"
ASSEMBLY MACHINES, INC., ARMAC INDUSTRIES, CO., a Delaware
a Pennsylvania corporation corporation
By: /s/ Bruce P. Erdel By: /s/ Bruce P. Erdel
-------------------------------- --------------------------------
Bruce P. Erdel, Vice President Bruce P. Erdel, Vice President
and Secretary and Secretary
MID-WEST AUTOMATION SYSTEMS, HANSFORD MANUFACTURING CORPORATION,
INC., an Illinois corporation a New York corporation
By: /s/ Bruce P. Erdel By: /s/ Bruce P. Erdel
-------------------------------- --------------------------------
Bruce P. Erdel, Secretary Bruce P. Erdel, Vice President
and Secretary
<PAGE>
THE BOATMEN'S NATIONAL BANK OF DRESDNER BANK AG CHICAGO AND GRAND
ST. LOUIS, as Agent and a Lender CAYMAN BRANCHES
By: /s/ Paul Porter By: /s/ Thomas J. Nadramia
-------------------------------- --------------------------------
Name: Paul Porter Name: Thomas J. Nadramia
----------------------------- ------------------------------
Title: Vice Pres Title: Vice President
----------------------------- ------------------------------
By: /s/ J. G. Hassefert
--------------------------------
Name: J. G. Hassefert
------------------------------
Title: AVP
------------------------------
BHF-BANK AKTIENGESELLSCHAFT COMERICA BANK
By: /s/ John Sykes /s/ Barry Forman By: /s/ Burt R. Shurly III
--------------------------------- --------------------------------
Name: John Sykes Barry Forman Name: Burt R. Shurly III
------------------------------ ------------------------------
Title: AVP VP Title: Vice President
------------------------------ ------------------------------
FLEET NATIONAL BANK LASALLE NATIONAL BANK
By: /s/ James C. Silva By: /s/ David Knapp
-------------------------------- --------------------------------
Name: James C. Silva Name: David Knapp
----------------------------- ------------------------------
Title: AVP Title: First Vice President
----------------------------- ------------------------------
NBD BANK BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Paul DeMile By: /s/ Paul P. Malecki
-------------------------------- --------------------------------
Name: Paul DeMile Name: Paul P. Malecki
----------------------------- ------------------------------
Title: VP Title: Vice President
----------------------------- ------------------------------
<PAGE>
FIRST BANK THE SUMITOMO BANK, LTD.
By: /s/ Brenda J. Laux By: /s/ Teresa A. Lekich
--------------------------------- --------------------------------
Name: Brenda J. Laux Name: Teresa A. Lekich
------------------------------ ------------------------------
Title: Senior Vice President Title: Vice President
------------------------------ ------------------------------
THE LONG-TERM CREDIT BANK OF NATIONAL CITY BANK
JAPAN, LTD.
By: /s/ Armund J. Schoen, Jr. By: /s/ Barry C. Robinson
--------------------------------- --------------------------------
Name: Armund J. Schoen, Jr. Name: Barry C. Robinson
------------------------------ ------------------------------
Title: V.P. & Deputy General Manager Title: Vice President
------------------------------ ------------------------------
<PAGE>
NOTE
The following page contains a list of Exhibits which have been
intentionally omitted by the Registrant pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted Exhibit will be provided to the Securities and
Exchange Commission upon request.
<PAGE>
EXHIBIT 3 LENDERS' COMMITMENTS AND PRORATA SHARES
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into as of this 11th day of
February, 1997, by and between KERSTEN RANDOLPH STREET PROPERTY, an Illinois
general partnership (hereinafter referred to as "Landlord"), and MID-WEST
AUTOMATION ENTERPRISES, INC., an Illinois corporation (hereinafter referred to
as "Tenant"):
W I T N E S S E T H:
1. Premises and Term. In consideration of the obligation of Tenant to pay
rent as herein provided, and in consideration of the other terms, provisions and
covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant, if
more than one, then jointly and severally, hereby accepts and leases from
Landlord, that certain one-story industrial building commonly known as 1275
Barclay Boulevard, Buffalo Grove, Illinois 60089, which consists of
approximately 63,240 square feet ("Building"), together with the real property
upon which the same is situated ("Property"), and the use of the parking spaces
situated on the Property, together with all rights, privileges, easements,
appurtenances and immunities belonging, or pertaining thereto, (all of the
foregoing are hereinafter collectively referred to as the "Premises"), all as
more fully described on the Site Plan attached hereto as Exhibit A.
A. Tenant shall have and hold the Premises for a term commencing on
February 1, 1997, or such earlier date as Tenant is permitted to gain access to
all or a portion of the Premises ("Commencement Date") and ending on July 31,
2003, unless sooner terminated or extended pursuant to any provision hereof
("Term").
B. If this Lease shall be in full force and effect on the date of the
Option Notice, as hereinafter defined, and on the last day of the Term, and if
Tenant shall not then be in default of any of its obligations under this Lease,
then, at the option of Tenant by written notice to Landlord, the Term of this
Lease may be extended beyond the Term for one additional term of five (5) years
("Extended Term"). Tenant shall only have the right to exercise the
aforementioned option by written notice ("Option Notice") to Landlord at any
time from the date hereof to the date which is one hundred eighty (180) days
before the expiration of the Term. If not so exercised, the option shall lapse.
The Extended Term shall be on the same terms, covenants, agreements, provisions,
conditions and limitations as contained in this Lease Agreement.
2. Base Rent and Security Deposit.
A. Tenant agrees to pay to Landlord for the use and occupancy of the
Premises in lawful money of the United States monthly base rent for the entire
term hereof in accordance with the following schedule:
Term
February 1, 1997 to and including January 31,
1998 - $29,512.00 per month
<PAGE>
February 1, 1998 to and including January 31,
1999 - $30,249.83 per month
February 1, 1999 to and including January 31,
2000 - $30,987.58 per month
February 1, 2000 to and including January 31,
2001 - $31,778.08 per month
February 1, 2001 to and including January 31,
2002 - $32,568.58 per month
February 1, 2002 to and including July 31,
2003 - $33,411.83 per month
Extended Term
August 1, 2003 to and including July 31, 2004: An amount
per month equal to the greater of (i) the monthly rent
payable in July, 2003 and (ii) the sum of $29,512.00
multiplied by a fraction, the numerator of which is the
Consumer Price Index ("CPI"), as defined below, for the
month of July, 2003, and the denominator of which is the
CPI for the month of January, 1997.
August 1, 2004 to and including July 31, 2005: An amount per
month equal to the monthly rent payable in July, 2004,
increased by three percent (3%).
August 1, 2005 to and including July 31, 2006: An amount
per month equal to the monthly rent payable in July,
2005, increased by three percent (3%).
August 1, 2006 to and including July 31, 2007: An amount
per month equal to the monthly rent payable in July,
2006, increased by three percent (3%).
August 1, 2007 to and including July 31, 2008: An amount
per month equal to the monthly rent payable in July,
2007, increased by three percent (3%).
B. For purposes hereof, the "CPI" shall mean the Consumer Price Index - All
Urban Consumers (CPI-V) Chicago-Gary-lake Co., Illinois-Indiana-Wisconsin All
Items (1982-1984 = 100) published by the Bureau of Labor Statistics of the
Department of Labor. If the manner in which the CPI is determined by the Bureau
of Labor Statistics shall be revised, an adjustment shall be made in such
revised index which would produce results equivalent, as nearly as possible, to
those which would have been obtained if the CPI had not been so revised. If the
CPI becomes unavailable, Landlord and Tenant shall substitute therefor a
comparable index
<PAGE>
based upon changes in the cost of living or purchasing power of the consumer
dollar published by any other governmental agency, major bank or other financial
institution, university or recognized financial publication.
C. Rent shall be payable monthly, in advance. The first monthly installment
shall be due and payable without demand concurrent with the execution hereof and
subsequent monthly installments shall be due and payable on or before the first
(1st) day of each calendar month during the Term and any extensions or renewals
thereof. It is the intent of the parties hereto that, to the extent permitted by
law, Tenant's covenant to pay the amounts due Landlord hereunder shall be
independent of all other covenants in this Lease and Tenant shall not be
entitled to set off amounts due it from Landlord from any payments due Landlord
hereunder.
D. In addition, Tenant shall deposit with Landlord on the date hereof the
sum of TWENTY NINE THOUSAND FIVE HUNDRED TWELVE AND NO/100 DOLLARS ($29,512.00),
which sum shall be held by Landlord, in a non-segregated account, without
obligation for interest, as security for the full, timely and faithful
performance of Tenant's covenants and obligations under this Lease, it being
expressly understood and agreed that such deposit is not an advance rental
deposit or a measure of Landlord's damages in case of Tenant's default. Upon the
occurrence of any Event of Default, as hereinafter defined, by Tenant, Landlord
may, from time to time, without prejudice to any other remedy provided herein or
provided by law, use such fund to the extent necessary to make good any arrears
of rent or other payments due Landlord hereunder, and any other damage, injury,
expense or liability caused by any event of Tenant's default; and Tenant shall
pay to Landlord on demand the amount so applied in order to restore the security
deposit to its original amount. Although the security deposit shall be deemed
the property of Landlord, any remaining balance of such deposit shall be
returned by Landlord to Tenant after termination of this Lease within ten (10)
business days after Landlord shall have determined that all Tenant's obligations
under this Lease have been fulfilled. Subject to the other terms and conditions
contained in this Lease, if the Premises are conveyed by Landlord, said deposit
may be turned over to Landlord's, or its successor's grantee, and if so and upon
an undertaking by such grantee to fulfill Landlord's obligations hereunder and
acknowledgment of receipt of the security deposit, Tenant hereby releases
Landlord, or its successor, as the case may be, from any and all liability with
respect to said deposit and its application or return arising subsequent to such
transfer.
E. The foregoing base rent schedule notwithstanding, Tenant's obligation to
pay base rent to Landlord shall abate for the period starting on the
Commencement Date and ending March 31, 1997 ("Abatement Period"). The payment of
base rent for the month in which the Abatement Period ends shall be prorated
based on the number of days remaining in the month.
<PAGE>
3. Use. The Premises shall be continuously used by Tenant, but only for the
purpose of manufacturing and warehousing high-speed automated production
equipment, general office use relating to same, and for such other lawful
purposes (expressly excluding retail) as may be incidental thereto and expressly
permitted by Landlord, in writing. Tenant shall, at its own cost and expense,
obtain any and all licenses and permits necessary for any such use. The parking
of automobiles, trucks or other vehicles in the areas not specifically
designated herein (including, without limitation, overnight parking of trucks
and other vehicles) are prohibited without Landlord's prior written consent.
Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Premises and its occupancy thereof, and shall
promptly comply with all governmental orders and directives for the correction,
prevention and abatement of any violations or nuisances (other than those of a
third party) in or upon or connected with, Tenant's use of the Premises, all at
Tenant's sole expense. If, as a result of any change in the governmental laws,
ordinances and regulations, the Premises must be altered to lawfully accommodate
Tenant's use and occupancy thereof, such alterations shall be made only with the
reasonable consent of Landlord, but the entire cost thereof shall be borne by
Tenant; provided, that, the necessity of Landlord's consent shall in no way
create any liability against Landlord for failure of Tenant to comply, or alter
the Premises to comply, with such laws, ordinances and regulations. Tenant
hereby assumes the obligation to maintain the Premises, at its sole cost and
expense, in compliance with the Americans With Disabilities Act, only to the
extent Tenant's use triggers compliance, and subject to the foregoing
provisions, alter the Premises to comply with same.
Tenant shall not permit any objectionable or unpleasant odors, smoke, dust,
gas, noise or vibrations to emanate from the Premises, nor take any other action
which would constitute a nuisance or would disturb or endanger any other tenants
of the Building or unreasonably interfere with such tenants, use of their
respective premises or permit any use which would adversely affect the
reputation of the Building. Without Landlord's prior written consent, Tenant
shall not receive, store or otherwise handle any product, material or
merchandise which is explosive or highly flammable. Tenant will not permit the
Premises to be used for any purpose, or in any manner which would render the
insurance thereon void or increase the insurance rate thereof, and Tenant shall
immediately cease and desist from such use, paying all costs and expenses
resulting from such improper use.
4. Taxes.
A. Beginning on the Commencement Date and continuing throughout the Term
and any extensions or renewals thereof, Tenant shall pay Landlord, as additional
rent, Tenant's proportionate share of Taxes, as hereinafter defined, on, or
relating to, the Premises. The term "Taxes" shall mean and include the total of
all taxes and assessments, general and special, ordinary and extraordinary,
foreseen and unforeseen, including assessments for public improvements and
betterments,
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assessed, levied or imposed with respect to the Premises, the Building and
improvements included therein, sewer rents, rates and charges, transit taxes,
taxes on rents, leases or subleases or on the privilege of leasing or subleasing
which may now or hereafter be levied or assessed (but not necessarily payable)
during the Term or any extension or renewal thereof. The term "Taxes" also
includes all fees, costs and expenses (including attorneys' fees and court
costs) paid or incurred by Landlord in seeking or obtaining any refund or
reduction of Taxes whether or not successful.
B. If at any time during the Term and any extensions or renewals thereof,
the present method of taxation shall be changed so that in lieu of the whole or
any part of any taxes, assessments or governmental charges levied, assessed or
imposed on real estate and the improvements thereon, there shall be levied,
assessed or imposed on Landlord a capital levy or other tax directly on the
rents received therefrom and/or a franchise tax, assessment, levy or charge
measured by or based, in whole or in part, upon such rents for the present or
any future building or buildings on the Premises during the Term or any
extension thereof, then all such taxes, assessments, levies or charges, or the
part thereof so measured or based, shall be deemed to be included within the
term "Taxes" for the purposes hereof.
C. Tenant shall pay Landlord, in advance, Tenant's proportionate share of
Landlord's estimate of Taxes, in equal monthly installments concurrent with the
monthly installment of base rent. Upon the issuance of bills for Taxes, from
time to time, Landlord may adjust such estimated payments if Landlord determines
that the amount paid by Tenant will not be sufficient to cover its proportionate
share of Taxes actually incurred in that year. Tenant's obligation to pay its
proportionate share of Taxes shall survive the termination of this Lease.
Landlord and Tenant agree that the initial estimated monthly tax installments
shall be $7,905.00 based on Landlord's initial estimate of $1.50 per square
foot. Landlord shall deposit the foregoing payments in an interest-bearing
account. All interest earned shall be applied by Landlord towards Tenant's share
of the Taxes.
D. Any payment to be made pursuant to this Paragraph with respect to Taxes
in a year in which this Lease commences or terminates shall be prorated.
5. Landlord's Maintenance and Repairs. Landlord shall, at its expense,
maintain in good repair, reasonable wear and tear excepted, the roof (including
skylights, if any) and only the foundation and the structural soundness of the
structural walls of the Building. Tenant shall immediately give Landlord written
notice of any defect or need for repairs in any of the foregoing, after which
Landlord shall have reasonable opportunity to repair same or cure such defect.
Landlord shall begin taking steps to cure such defect within ten (10) days of
receipt of such notice from Tenant. Landlord's liability with respect to any
defects, repairs, or maintenance for which Landlord is responsible under any of
the provisions of this Lease shall be limited to the cost of such repairs or
maintenance or the curing of such defect. The
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term "walls" as used herein shall not include, windows, glass or plate glass,
doors, special store fronts or office entries. Landlord represents as of the
date hereof, to its actual knowledge, that the roof and foundation of the
Building are free from leakage.
6. Tenant's Repairs.
A. Tenant shall at its own cost and expense keep and maintain all parts of
the Premises, including the parking spaces, leased to Tenant hereunder, and the
real estate on which the Building is located, including any areas shared in
common with other tenants of the Building, for which Landlord is not expressly
responsible under the terms of this Lease, in good condition, promptly making
all necessary and desirable repairs and replacements (except to the extent
replacements with a useful life in excess of five (5) years are installed during
the last year of the Term, or in the event the Term is extended to include the
Extended Term, then during the last year of the Extended Term only, Landlord
shall pay the pro rata cost of such replacement after installation of same;
Landlord's pro rata Cost being computed by multiplying the reasonable cost of
the replacement times the useful life remaining after the Term or Extended Term
divided by the useful life of the replacement), structural or nonstructural,
with materials and workmanship of the same character, kind and quality as the
original, including but not limited to, windows, glass and plate glass, doors,
and special office entries, interior walls and finish work, floors and floor
coverings, downspout, gutters, heating and air conditioning system, electrical
systems and fixtures, sprinkler systems, loading docks, dock boards, truck
doors, dock bumpers, paving, plumbing work and fixtures, termite and pest
extermination and regular removal of trash and debris. Tenant, as part of its
obligations hereunder, shall keep the parking spaces leased to Tenant hereunder,
driveways, alleys and the whole of the Premises in a clean and sanitary
condition and shall perform or caused to be performed, landscape maintenance for
the grounds around the Building, snow removal and plowing, and maintenance and
repair of the parking areas, driveways and alleys which are part of the
Premises. Tenant will, as far as possible, keep all parts of the Premises free
from deterioration due to ordinary wear and from falling temporarily out of
repair, and upon termination of this Lease in any way, Tenant will yield up the
Premises to Landlord in good condition and repair, loss by fire or other
casualty covered by insurance to be maintained by Landlord hereunder (but not
excepting any damage to glass) and ordinary wear and tear not preventable by
Tenant excepted.
B. Tenant shall not damage any demising wall or disturb the integrity and
support provided by any demising wall and shall, at its sole cost and expense,
promptly repair any damage or injury to any demising wall caused by Tenant or
its employees, agents or invitees.
C. Tenant and its employees, customer and licensees shall have the
exclusive right to use the parking spaces located on the parking lot, driveways
and alleys adjacent to the Building, to
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the extent such are part of the Premises and subject to such reasonable rules
and regulations as Landlord may from time to time prescribe.
D. Tenant shall, at its own cost and expense, repair any damage to the
Premises resulting from and/or caused in whole or in part by the negligence or
misconduct of Tenant, its agents, servants, employees, patrons, customers, or
any other person entering upon the Premises as a result of Tenant's business
activities or caused by Tenant's default hereunder.
E. Tenant shall, at its own cost and expense, keep and maintain a
maintenance contract for the HVAC unit or units and other heating and cooling
systems and related equipment on the Premises. The maintenance contract shall be
with a contractor and upon such terms and conditions as are reasonably
acceptable to Landlord.
7. Alterations. Tenant shall not make any alterations, additions or
improvements to the Premises (including, without limitation, the roof and wall
penetrations) without the prior written consent of Landlord. Tenant may, without
the consent of Landlord, but at its own cost and expense and in a good and
workmanlike manner erect such shelves, bins, machinery, and other trade fixtures
as it may deem advisable, without altering the basic character of the Premises
or the Building or improvements and without overloading or damaging the Premises
or such building or improvements, and in each case after complying with all
applicable governmental laws, ordinances, regulations and other requirements.
All alterations, additions, improvements and partitions erected by Tenant shall
be and remain the property of Tenant during the term of this Lease and Tenant
shall, unless Landlord otherwise elects as hereinafter provided, remove all
alterations, additions, improvements and partitions erected by Tenant and
restore the Premises to the original condition as of the commencement of the
Term, ordinary wear and tear not preventable by Tenant excepted, by the date of
termination of this Lease or upon earlier vacating of the Premises; provided,
however, that if at such time Landlord so elects, such alterations, additions,
improvements and partitions shall become the property of Landlord as of the date
of termination of this Lease or upon earlier vacating of the Premises and title
shall pass to Landlord under this Lease as if by a bill of sale. All shelves,
bins, machinery and trade fixtures installed by Tenant may be removed by Tenant
prior to the termination of this Lease if Tenant so elects, and shall be removed
by the date of termination of this Lease or upon earlier vacating of the
Premises if required by Landlord; upon any such removal Tenant shall restore the
Premises to their original condition. All such removals and restoration shall be
accomplished in a good and workmanlike manner so as not to damage the primary
structure or structural utilities of the buildings and other improvements within
which the Premises are situated. If Landlord shall, in its sole discretion,
consent to any alterations, additions or improvements proposed by Tenant, Tenant
shall construct the same in a good and workmanlike manner and in accordance with
all governmental laws, ordinances, rules and regulations and shall,
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prior to construction, provide such assurances to Landlord, (including but not
limited to, waivers of lien, surety company performance bonds and personal
guaranties of companies or individuals of substance) as Landlord shall
reasonably require to protect Landlord against any loss from any mechanics',
laborers, or materialmen's liens, or other liens.
8. Signs. With the consent and the prior written approval of Landlord of
the sign to be installed and the location thereof, which consent shall not be
unreasonably withheld, Tenant may install a sign on the Building at its sole
cost and expense. The installation of such sign shall be done in a good and
workmanlike manner, in compliance with all applicable governmental laws,
ordinances, rules and regulations, and without damage to any trees, shrubbery or
other landscaping. Tenant shall remove such sign upon termination of this Lease
and repair, at its sole cost and expense, any damage caused by such removal in a
good and workmanlike manner.
9. Inspections. Landlord and Landlord's agents and representatives shall
have the right, to enter and inspect the Premises at any reasonable time, upon
reasonable prior notice, except in the case of an emergency, in which case no
notice shall be necessary, for the following purposes: (i) to ascertain the
condition of the Premises; (ii) to determine whether Tenant is diligently
fulfilling Tenant's responsibilities under this Lease; (iii) to make such
repairs as may be required or permitted to be made by Landlord under the terms
of this Lease; or (iv) to do any other act or thing which Landlord deems
reasonable to preserve the Premises, the Building and improvements of which the
Premises are a part. Landlord shall use its best efforts not to interfere with
the operation of Tenant's business when entering and inspecting the Premises.
During the period that is six (6) months prior to the end of the term hereof and
at any time Tenant is in default hereunder and such default remains uncured for
at least ten (10) days, Landlord and Landlord's agent and representatives shall
have the right to enter the Premises at any reasonable time and upon reasonable
notice for the purpose of showing the Premises and shall have the right to erect
on the Premises suitable signs indicating that the Premises are available for
lease so long as such signage does not interfere with signage installed by
Tenant pursuant to paragraph 8 above. Tenant shall give written notice to
Landlord at least thirty (30) days prior to vacating the Premises and shall
arrange to meet with Landlord for a joint inspection of the Premises prior to
the vacating. In the event of Tenant's failure to give such notice or arrange
such joint inspection, Landlord's inspection at or after Tenant's vacating the
Premises shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration. In the event Landlord fails
to make such joint inspection after twice being requested to do so by Tenant, in
writing, Tenant shall inspect the Premises after vacating the Premises and such
inspection shall be conclusively deemed correct for purposes of determining
Tenant's responsibility for repair and restoration.
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10. Utilities. Landlord agrees to provide, at its cost and expense, water,
electricity and telephone service connections to the perimeter of the Premises;
but Tenant shall fully and promptly pay all water, gas, heat, light, power,
telephone, sewer, sprinkler system charges and other utilities and services
under, on or for the Premises, including without limitation, Tenant's
proportionate share, as determined by Landlord, of any central station signaling
system installed in the Premises or the Building, together with any taxes,
penalties, and surcharges or the like pertaining thereto and any maintenance
charges for said utilities to the extent same are not separately metered to
Tenant. Tenant shall furnish all electric light bulbs, tubes and ballasts at its
sole cost and expense. If any such services are not separately metered to
Tenant, Tenant shall pay such proportion of all charges jointly metered with
other premises as determined by Landlord, in its reasonable discretion, to be
reasonable. Any such charges paid by Landlord and assessed against Tenant shall
be payable to Landlord within thirty (30) days of receipt of a statement and
supporting documentation and shall be considered additional rent hereunder.
Except for the willful or grossly negligent acts of Landlord, Landlord shall in
no event be liable for any interruption or failure of utility services on or to
the Premises.
11. Assignment and Subletting.
A. Tenant shall not have the right to assign or pledge this Lease or to
sublet the whole or any part of the Premises, whether voluntarily or by
operation of law, or permit the use or occupancy of the Premises by anyone other
than Tenant, without the prior written consent of Landlord, which consent shall
be based upon Landlord's reasonable subjective consent. Such restrictions shall
be binding upon any assignee or subtenant to which Landlord has consented. In
the event Tenant desires to sublet the Premises, or any portion thereof, or
assign this Lease, Tenant shall give written notice thereof to Landlord at least
thirty (30) days prior to the proposed commencement date of such subletting or
assignment for the purpose of obtaining Landlord's written consent, which notice
shall set forth the name of the proposed subtenant or assignee, the relevant
terms of any sublease and copies of financial reports and other relevant
financial information of the proposed subtenant or assignee. Landlord shall
respond to Tenant's request within ten (10) business days of its receipt of
same. Failure of Landlord to respond within such time shall be deemed a denial
of consent. Notwithstanding any permitted assignment or subletting or other
conduct of Landlord, Tenant shall at all times remain directly, primarily and
fully responsible and liable for the payment of the rent herein specified and
for compliance with all of its other obligations under the terms, provisions and
covenants of this Lease. Upon the occurrence of an Event of Default, as
hereinafter defined, if the Premises or any part thereof are then assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may, at its option, collect directly from such assignee or subtenant all
rents due and becoming due to Tenant under such assignment or sublease and apply
such rent against any sums due to Landlord from Tenant
<PAGE>
hereunder, and no such collection shall be construed to constitute a novation or
a release of Tenant from the further performance of Tenant's obligations
hereunder.
B. In addition to, but not in limitation of, Landlord's right to approve of
any subtenant or assignee, Landlord shall have the option, in its sole
discretion, in the event of any proposed subletting or assignment, to terminate
this Lease, or in the case of a proposed subletting of less than the entire
Premises, to recapture the portion of the Premises to be sublet, as of the date
the subletting or assignment is to be effective. The option shall be exercised,
if at all, by Landlord giving Tenant written notice thereof within thirty (30)
days following Landlord's receipt of Tenant's written notice as required above.
If this Lease shall be terminated with respect to the entire Premises pursuant
to this paragraph, the term of this Lease shall end on the date stated in
Tenant's notice as the effective date of the sublease or assignment as if that
date had been originally fixed in this Lease for the expiration of the term
hereof; provided, however, that effective on such date Tenant shall pay Landlord
all amounts, as estimated by Landlord, payable by Tenant to said expiration
date, with respect to taxes, insurance, repairs, maintenance, restoration and
other obligations, costs or charges which are the responsibility of Tenant
hereunder. Further, upon any such cancellation, Landlord and Tenant shall have
no further obligations or liabilities to each other under this Lease, except
with respect to obligations or liabilities which accrued hereunder as of such
cancellation date (in the same manner as if such cancellation date were the date
originally fixed in this Lease for the expiration of the term hereof). If
Landlord recaptures under this paragraph only a portion of the Premises, the
rent during the unexpired term hereof shall abate proportionately based on the
rent per square foot contained in this Lease as of the date immediately prior to
such recapture.
C. For purposes of this Lease, an assignment of this Lease by Tenant (or
either of them) shall be deemed to include the following, whether accomplished
directly or indirectly: (a) if Tenant is a partnership, the withdrawal or
change, voluntary, involuntary or by operation of law, of a majority of the
partners, or a transfer of a majority of partnership interests, in the aggregate
on a cumulative basis, or the dissolution of the partnership, and (b) if Tenant
is a corporation (i.e., whose stock is not publicly held and not traded through
an exchange or over the counter), the: (i) dissolution, merger, consolidation or
other reorganization of Tenant or (ii) sale or other transfer of more than a
cumulative aggregate of 49% of the voting shares of Tenant.
<PAGE>
12. Fire and Casualty Damage.
A. Landlord shall maintain, during the term of the Lease, standard fire and
extended coverage insurance covering the Building of which the Premises are a
part in an amount not less than ninety percent (90%) (or such greater percentage
as may be necessary to comply with the provisions of any co-insurance clauses of
the policy) of the "replacement cost" thereof as such term is defined in the
Replacement Cost Endorsement to be attached thereto, insuring against the perils
of fire, lightning and tornado wind damage and including extended coverage, or
at Landlord's option, all risk coverage, such coverages and endorsements to be
as defined, provided and limited in the standard bureau forms prescribed by the
insurance regulatory authority for the state in which the Premises are situated
for use by insurance companies admitted in such state for the writing of such
insurance on risks located within such state. Subject to the provisions of
subparagraphs 12C, 12D and 12F below, such insurance shall be for the sole
benefit of Landlord and under its sole control. Tenant shall not take out
separate insurance concurrent in form or contributing in the event of loss with
that required to be maintained by Landlord hereunder unless Landlord is included
as an additional insured thereon. Tenant shall immediately notify Landlord
whenever any such separate insurance is taken out and shall promptly deliver to
Landlord the policy or policies of such insurance.
Tenant shall pay Landlord, Tenant's proportionate share of Landlord's cost
of the foregoing insurance within ten (10) days after receipt of a statement
from Landlord setting forth the amount due and the period covered by such
statement along with a copy of the actual bill received by Landlord and a
Certificate of Insurance. Tenant's obligation to pay its proportionate share of
such insurance shall survive the termination of this Lease.
B. If the Premises or the Building or improvements situated thereon should
be damaged or destroyed by fire, tornado or any other casualty whatsoever,
Tenant shall give immediate written notice thereof to Landlord.
C. If the Premises or the Building or improvements situated thereon should
be damaged, but only to such extent that rebuilding or repairs can in Landlord's
estimation be completed within one hundred eighty (180) days after the date upon
which Landlord is notified by Tenant of such damage, (except that Landlord may
elect not to rebuild if such damage occurs during the last year of the Term or
any extension or renewal thereof), this Lease shall not terminate, and Landlord
shall, at its sole cost and expense, thereupon proceed with reasonable diligence
to rebuild and repair the damaged portion of the Premises, Building or
improvements to substantially the condition in which it existed prior to such
damage, except Landlord shall not be required to rebuild, repair or replace any
part of the partitions, fixtures, additions and other improvements which may
have been placed in, on or about the Premises by Tenant. If the
<PAGE>
Tenant is unable to conduct its business on the Premises following such damage,
the rent payable hereunder, including taxes and insurance, during the period in
which the Tenant is unable to conduct is business on the Premises shall abate
provided that Tenant is not in any way conducting its business on the Premises.
To the extent Tenant is able to conduct a portion of its business on the
Premises during such period, the rent shall be reduced by Landlord to such
extent as may be fair and reasonable under all of the circumstances. In the
event that Landlord should fail to complete such repairs and rebuilding within
one hundred eighty (180) days after the date upon which Landlord is notified by
Tenant of such damage, Tenant may, at its option, terminate this Lease by
delivering written notice of termination to Landlord as Tenant's exclusive
remedy, whereupon all rights and obligations hereunder shall cease and
terminate; provided, however, that if construction is delayed because of
changes, deletions or additions in construction requested by Tenant, strikes,
lockouts, casualties, acts of God, war, material or labor shortages,
Governmental regulation or control or other causes beyond the reasonable control
of Landlord, the period for restoration, repair or rebuilding shall be extended
for the amount of time Landlord is so delayed.
D. If the Premises or the Building or improvements situated thereon should
be damaged or destroyed by fire, tornado or any other casualty whatsoever and
Landlord is not required to rebuild pursuant to the provisions of subparagraph
12C hereof, this Lease shall, at the option of Landlord, upon notice to Tenant
given within sixty (60) days after Landlord is notified by Tenant of such
damage, terminate and the rent, including taxes and insurance, shall be abated
during the unexpired portion of this Lease, effective upon the date of the
occurrence of such damage.
E. Tenant covenants and agrees to maintain insurance on all alterations,
additions, partitions and improvements erected by or on behalf of Tenant in, on
or about the Premises in an amount not less than the "replacement cost" thereof,
as such term is defined in the Replacement Cost Endorsement to be attached
thereto. Such insurance shall insure against the perils and be in form including
stipulated endorsements, as provided in subparagraph 12A hereof. Such insurance
shall be for the sole benefit of Tenant and under its sole control provided that
Tenant shall be obligated to immediately commence the rebuilding of the
improvements erected by Tenant and to apply such proceeds in payment of the cost
thereof. All such policies shall be procured by Tenant from A-rated insurance
companies satisfactory to Landlord. Certificates of such insurance shall be
delivered to Landlord prior to the Commencement Date. Such policies shall
further provide that no less than thirty (30) days written notice shall be given
to Landlord before such policy may be canceled or changed to reduce insurance
provided thereby.
F. Notwithstanding anything herein to the contrary, in the event the holder
of any indebtedness secured by a mortgage or deed of trust covering the Premises
or the Building requires that the insurance proceeds be applied to such
indebtedness, then
<PAGE>
Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon all rights and obligations of the parties
hereunder shall cease and terminate. All obligations shall abate as of the date
of damage.
G. Each of Landlord and Tenant hereby releases the other from any and all
liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise for any loss or damage to property
caused by fire or any other perils insured in policies of insurance covering
such property, even if such loss or damage shall have been caused by the fault
or negligence of the other party, or anyone for whom such party may be
responsible, including any other tenants or occupants of the remainder of the
building in which the Premises are located; provided, however, that this release
shall be applicable and in force and effect only to the extent that such release
shall be lawful at that time and in any event only with respect to loss or
damage occurring during such times as the releasor's policies shall contain a
clause or endorsement to the effect that any such release shall not adversely
affect or impair said policies or prejudice the right of the releasor to recover
thereunder and then only to the extent of the insurance proceeds payable under
such policies. Each of Landlord and Tenant agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement. If
extra cost shall be charged therefor, each party shall advise the other thereof
and of the amount of the extra cost, and the other party, at its election, may
pay the same, but shall not be obligated to do so. If such other party fails to
pay such extra cost, the release provisions of this paragraph shall be
inoperative against such other party to the extent necessary to avoid
invalidation of such releasor's insurance.
H. In the event of any damage or destruction to the Premises by any peril,
Tenant shall, upon notice from Landlord, forthwith remove, for the purpose of
allowing Landlord to perform its obligations under this section, at its sole
cost and expense, such portion of all of Tenant's shelves, bins, machinery and
other trade fixtures and all other property belonging to Tenant or his licenses
from such portion or all of the Premises as Landlord shall request and Tenant
hereby indemnities and holds harmless the Premises, Landlord (including without
limitation the trustee and beneficiaries if Landlord is a trust), Landlord's
agents and employees from any loss, liability, claims, suits, costs, expenses,
including reasonable attorney's fees and damages, both real and alleged, arising
out of any damage or injury as a result of the failure to properly secure the
Premises prior to such removal and/or as a result of such removal.
13. Liability. Except for Landlord's gross negligence and except as
otherwise set forth by Illinois law, Landlord shall not be liable to Tenant or
Tenant's employees, agents, patrons or visitors, or to any other person
whomsoever, for any injury to person or damage to property on or about the
Premises, resulting from and/or caused in part or whole by the actions,
negligence or
<PAGE>
misconduct of Tenant, its agents, servants or employees, or of any other person
entering upon the Premises, or caused by the buildings and improvements located
on the Premises becoming out of repair, or caused by leakage of gas, oil, water
or stream or by electricity emanating from the Premises, or due to any cause
whatsoever, and Tenant hereby covenants and agrees that it will at all times
indemnify and hold safe and harmless the Premises, the Landlord (including,
without limitation the trustee and beneficiaries if Landlord is a trust),
Landlord's agents and employees from any loss, liability, claims, suits, costs,
expenses, including attorneys' fees and costs and damages, both real and
alleged, arising out of any such damage or injury. Tenant shall procure and
maintain throughout the term of this Lease a policy or policies of insurance, in
form and substance satisfactory to Landlord, at Tenant's sole cost and expense,
insuring both Landlord (and if Landlord is a trust, the trustee, beneficiaries
and their agents) and Tenant against all claims, demands or actions arising out
of or in connection with: (i) the Premises; (ii) the condition of the Premises;
(iii) Tenant's operations in and maintenance and use of the Premises; and (iv)
Tenant's liability assumed under this Lease; the limits of such policy or
policies to be in the amount of not less than $5,000,000 per occurrence in
respect of injury to persons (including death), and in the amount of not less
than $2,000,000 per occurrence in respect of property damage or destruction,
including loss of use thereof. All such policies shall be procured by Tenant
from A-rated insurance companies satisfactory to Landlord. Certified copies of
such policies, together with receipt evidencing payment of premiums therefor for
a period of one year, shall be delivered to Landlord prior to the commencement
date of this Lease. Not less than fifteen (15) days prior to the expiration date
of any such policies, certified copies of the renewals thereof (bearing
notations evidencing the payment of the annual renewal premiums) shall be
delivered to Landlord. Such policies shall further provide that not less than
thirty (30) days written notice shall be given to Landlord before such policy
may be canceled or changed to reduce the insurance coverage provided thereby.
14. Condemnation.
A. If the whole of the Premises should be taken for any public or
quasi-public use under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, this Lease shall
terminate and the rent, including the taxes and insurance, shall abate during
the unexpired portion of this Lease, effective when the physical taking of the
Premises shall occur.
B. If part of the Premises shall be taken for any public or quasi-public
use under any governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof and Tenant is thereafter is
unable to use the Premises for the operation of its business, this Lease may be
terminated at Tenant's option, effective upon the date given to Tenant in
written notice that the physical taking of the Premises will occur. If part of
the Premises shall be taken for any
<PAGE>
public or quasi-public use under any governmental law, ordinance or regulation,
or by right of eminent domain, or by private purchase in lieu thereof and Tenant
is thereafter able to use the Premises for the operation of its business, this
Lease shall not terminate but the rent, including the taxes and insurance
payable hereunder during the unexpired portion of this Lease, shall be ratably
reduced to such extent as may be fair and reasonable as determined by Landlord
and Tenant under all of the circumstances and Landlord shall restore, to the
extent possible using the award or funds received as a result of such taking,
the Premises to a condition suitable for Tenant's use, as near to the condition
thereof immediately prior to such taking as is reasonably feasible under all the
circumstances.
C. In the event of any such taking or private purchase in lieu thereof,
Landlord and Tenant shall each be entitled to receive and retain such separate
awards and/or portion of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings.
15. Holding Over. Tenant will, at the termination of this Lease by lapse of
time or otherwise, yield up immediate possession of the Premises to Landlord. If
Tenant retains possession of the Premises or any part thereof after such
termination, then Landlord may, at its option, serve written notice upon Tenant
that such holding over constitutes any one of: (i) renewal of this Lease
Agreement for an additional term of one (1) year and from year to year
thereafter; or (ii) creation of a month to month tenancy, or (iii) creation of a
tenancy at sufferance, in any case upon the terms and conditions set forth in
this Lease Agreement; provided, however, that the monthly rental under (ii) or
daily rental under (iii) shall, in addition to all other sums which are to be
paid by Tenant hereunder, whether or not as additional rent, be equal to one
hundred fifty percent (150%) of the base rental being paid to Landlord under
this Lease Agreement immediately prior to such termination (prorated in the case
of (iii) on the basis of a 365-day year for each day Tenant remains in
possession). If no such notice is served, then a tenancy at sufferance shall be
deemed to be created at the rent set forth in the proceeding sentence. Tenant
shall also pay to Landlord all damages sustained by Landlord resulting from
retention of possession by Tenant, including the loss of any proposed subsequent
tenant for any portion of the Premises. The provisions of this paragraph shall
not constitute a waiver by Landlord of any right of reentry as herein set forth;
nor shall receipt or acceptance of any rent or any other act in apparent
affirmance of the tenancy operate as a waiver of the right to terminate this
Lease for a breach of any of the terms, covenants, or obligations herein on
Tenant's part to be performed.
16. Quiet Enjoyment. Landlord covenants that it now has or will acquire
before Tenant takes possession of the Premises, good title to the Premises, free
and clear of all liens and encumbrances, excepting only the lien for current
taxes not yet due and payable, such mortgage or mortgages as are permitted by
the terms of this Lease, zoning ordinances and other building and
<PAGE>
fire ordinances and governmental regulations relating to the use of such
property, and easements, restrictions and other conditions of record. Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, upon paying the rental herein set forth and performing
its other covenants and agreements herein set forth, shall peaceably and quietly
have, hold and enjoy the Premises for the term hereof without hindrance or
molestation from Landlord, subject to the terms and provisions of this Lease.
Landlord agrees to make reasonable efforts to protect Tenant from interference
or disturbance by other tenants or third persons.
17. Events of Default. The following events shall be deemed to be Events of
Default by Tenant (or either of them) under this Lease:
(a) Tenant shall fail to pay when due any sum of money becoming
due to be paid to Landlord hereunder, whether such sum be
any installment of the rent herein reserved, any other
amount treated as additional rent hereunder, or any other
payment or reimbursement to Landlord required herein,
whether or not treated as additional rent hereunder, and
such failure shall continue for a period of five (5) days
from the date Landlord gives written notice to Tenant of
such default, provided however, that Landlord shall only be
obligated to give such written notice one (1) time in any
calendar year, after which Tenant expressly waives the right
to receive such notice; or
(b) Tenant shall fail to comply with any term, provision or
covenant of this Lease other than by failing to pay when due
any sum of money becoming due to be paid to Landlord
hereunder, and shall not cure such failure within twenty
(20) days after written notice thereof to Tenant (forthwith,
without notice, if the default involves a hazardous
condition) provided that, if such default is not susceptible
to cure within such twenty (20) day period, and Tenant
diligently pursues cure of such default, Tenant shall have
such time as is reasonably required to cure the default,
provided that in no event shall Tenant have longer than
forty five (45) days to cure such default; or
(c) Tenant shall abandon or vacate any substantial portion of
the Premises; or
(d) Tenant shall fail to immediately vacate the Premises upon
termination of this Lease, by lapse of time or otherwise, or
upon termination of Tenant's right to possession only; or
(e) The leasehold interest of Tenant shall be levied upon under
execution or be attached by process of law or Tenant shall
fail to contest diligently the validity of any lien or
claimed lien and give reasonably sufficient security to
Landlord to insure payment thereof or shall
<PAGE>
fail to satisfy any judgment rendered thereon and have the
same released, and such default shall continue for twenty
(20) days after written notice thereof to Tenant; or
(f) Tenant shall become insolvent, admit in writing its
inability to pay its debts generally as they become due,
file a petition in bankruptcy or a petition to take
advantage of any insolvency statute, make an assignment for
the benefit of creditors, make a transfer in fraud of
creditors, apply for or consent to the appointment of a
receiver of itself or of the whole or any substantial part
of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy
laws, as now in effect or hereafter amended, or any other
applicable law or statute of the United States or any state
thereof and same is not dismissed within forty five (45)
days of filing; or
(g) A court of competent jurisdiction shall enter an order,
judgment or decree adjudicating Tenant a bankrupt, or
appointing a receiver of Tenant, or of the whole or any
substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking
reorganization or arrangement of Tenant under the bankruptcy
laws of the United States, as now in effect or hereafter
amended, or any state thereof, and such order, judgment or
decree shall not be vacated or Bet aside or stayed within
forty five (45) days from the date of entry thereof.
18. Remedies. Upon the occurrence of any of such Events of Default
described in Paragraph 17 hereof or elsewhere in this Lease, Landlord shall have
the option to pursue any and all remedies provided by law, including any one or
more of the following remedies without any notice or demand whatsoever, Tenant
hereby waiving the right to receive same including any which may be required by
law, except that Landlord shall be required to give any notice which may be
required under the forcible entry and detainer law then in effect,:
(a) Landlord may, at its election, terminate this Lease or
terminate Tenant's right to possession only, without
terminating the Lease;
(b) Upon any termination of this Lease, whether by lapse of time
or otherwise, or upon any termination of Tenant's right to
possession without termination of the Lease, Tenant shall
surrender possession and vacate the Premises immediately,
and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord, to the extent permitted by law,
full and free license to enter into and upon the Premises in
such event with process of law, except in the event the
Premises are vacant or abandoned by Tenant, and to repossess
Landlord of the Premises and to expel or remove Tenant and
any others
<PAGE>
who may be occupying or within the Premises and to remove
any and all property therefrom, without being deemed in any
manner guilty of trespass, eviction or forcible entry or
detainer, and without incurring any liability for any damage
resulting therefrom, Tenant hereby waiving any right to
claim damage for such reentry and expulsion, and without
relinquishing Landlord's right to rent or any other right
given to Landlord hereunder or by operation of law;
(c) Upon any termination of this Lease, whether by lapse of time
or otherwise, Landlord shall be entitled to recover as
damages, all rent, including any amounts treated as
additional rent hereunder, and other sums due and payable by
Tenant on the date of termination, plus the sum of: (i) an
amount equal to the then present value (computed at a
discount rate of five percent (5%) per annum) of the rent,
including any amounts treated as additional rent hereunder,
and other sums provided herein to be paid by Tenant for the
residue of the Term, and (ii) the cost of performing any
other covenants which would have otherwise been performed by
Tenant. Notwithstanding the foregoing, such damages shall be
reduced by rent and additional rent paid by any replacement
tenant during the Term;
(d) (i) Upon any termination of Tenant's right to possession
only without termination of the Lease, Landlord may, at
Landlord's option,enter into the Premises, with pro-
cess of law (except in the event the Premises are
vacant or otherwise abandoned by Tenant), remove
Tenant's signs and other evidences of tenancy, and
take and hold possession thereof as provided in
subparagraph (b) above, without such entry and poss-
ession terminating the Lease or releasing Tenant, in
whole or in part, from any obligation, including
Tenant's obligation to pay rent, including any amounts
treated as additional rent, hereunder for the Term.
(ii) Landlord shall use its best efforts to, but need not,
relet the Premises or any part thereof for such rent
and upon such terms as Landlord in its reasonable
subjective discretion shall determine (including the
right to relet the Premises for a greater or lesser
term than that remaining under this Lease, the right to
relet the Premises as a part of a larger area, and the
right to change the character or use made of the
Premises) and Landlord shall not be required to accept
any tenant offered by Tenant or to observe any
instructions given by Tenant about such reletting. In
any such case, Landlord may make repairs, alterations
and additions in or to the Premises, and redecorate the
same to the extent Landlord deems necessary to bring
the Premises to the same condition as Tenant was
required to deliver same
<PAGE>
upon the termination of this Lease, and Tenant shall,
upon demand, pay the cost thereof, together with Land-
lord's expenses of reletting, including, without limi-
tation, any broker's commission incurred by Landlord.
If the consideration collected by Landlord upon any
such reletting plus any sums previously collected from
Tenant are not sufficient to pay the full amount of all
rent, including any amounts treated as additional rent
hereunder and other sums reserved in this Lease for the
remaining term hereof, together with the costs of
repairs, alterations, additions, redecorating, and
Lessor's expenses of reletting and the collection of
the rent accruing therefrom (including attorneys' fees
and brokers' commissions). Tenant shall pay to Landlord
the amount of such deficiency upon demand and Tenant
agrees that Landlord may file suit to recover any sums
falling due under this section from time to time.
(e) Landlord may, at Landlord's option, upon reasonable notice
to Tenant, enter into and upon the Premises, with or without
process of law, if Landlord determines in its sole
discretion that Tenant is not acting to maintain, repair or
replace anything for which Tenant is responsible hereunder
and correct the same, without being deemed in any manner
guilty of trespass, eviction or forcible entry and detainer
and without incurring any liability for any damage resulting
therefrom and Tenant agrees to reimburse Landlord, on
demand, as additional rent, for any expenses which Landlord
may incur in thus effecting compliance with Tenant's
obligations under this Lease;
(f) Any and all property which, pursuant to the terms hereof,
may be removed from the Premises by Landlord and to which
Tenant is or may be entitled, may be handled, removed and
stored, as the case may be, by or at the direction of
Landlord at the risk, cost and expense of Tenant, and
Landlord shall in no event be responsible for the value,
preservation or safekeeping thereof. Tenant shall pay to
Landlord, upon demand, any and all expenses incurred in such
removal and all storage charges against such property so
long as the same shall be in Landlord's possession or under
Landlord's control. Any such property of Tenant not retaken
by Tenant from storage within thirty (30) days after removal
from the Premises shall conclusively be presumed to have
been conveyed by Tenant to Landlord under this Lease as a
bill of sale without further payment or credit by Landlord
to Tenant.
In the event Tenant fails to timely pay any installment of rent within five
(5) days after the same is due, including any amount treated as additional rent
hereunder, or other sums hereunder as and when such installment or other charge
is due,
<PAGE>
Tenant shall pay to Landlord a late charge in an amount equal to five percent
(5%) of such installment or other charge overdue in any month and five percent
(5%) of same for each month thereafter until paid in full to help defray the
additional cost to Landlord for processing such late payments, and such late
charge shall be additional rent hereunder and the failure to pay such late
charge shall be an additional Event of Default hereunder. The provision for such
late charge shall be in addition to all of Landlord's other rights and remedies
hereunder or at law and shall not be construed as liquidated damages or as
limiting Landlord's remedies in any manner.
Pursuit of any of the foregoing remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law or
equity (all such remedies being cumulative), nor shall pursuit of any remedy
herein provided constitute a forfeiture or waiver of any rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the violation of
any of the terms, provisions and covenants herein contained. No act or thing
done by Landlord or its agents during the term hereby granted shall be deemed a
termination of this Lease (except for a default by Landlord hereunder which
would entitled Tenant to terminate this Lease) or an acceptance of the surrender
of the Premises, and no agreement to terminate this Lease or accept a surrender
of said Premises shall be valid unless in writing signed by Landlord. No waiver
by Landlord of any violation or breach of any of the terms, provisions and
covenants herein contained shall be deemed or construed to constitute a waiver
of any other violation or breach of any of the terms, provisions and covenants
herein contained. Landlord's acceptance of the payment of rental or other
payments hereunder after the occurrence of an Event of Default shall not be
construed as a waiver of such default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord to enforce one or more of the remedies herein
provided upon an Event of Default shall not be deemed or construed to constitute
a waiver of such default or of Landlord's right to enforce any such remedies
with respect to such default or any subsequent default. If, on account of any
breach or default by Tenant in Tenant's obligations under the terms and
conditions of this Lease, it shall become necessary or appropriate for Landlord
to employ an attorney to enforce or defend any of Landlord's rights or remedies
hereunder, Tenant agrees to pay any reasonable attorney's fees and costs so
incurred. If, on account of any breach or default by Landlord in Landlord's
obligations under the terms and conditions of this Lease, it shall become
necessary for Tenant to employ an attorney to enforce any of Tenant's rights or
remedies hereunder and Tenant prevails in litigation pertaining to same,
Landlord agrees to pay any reasonable attorney's fees and costs so incurred.
Without limiting the foregoing, Tenant hereby expressly waives any right to
trial by jury.
19. Mortgages. Tenant accepts this Lease subject and subordinate to any
mortgage(s) and/or deed(s) of trust now or at
<PAGE>
any time hereafter constituting a lien or charge upon the Premises or the
improvements situated thereon, provided, however, that if the mortgagee,
trustee, or holder of any such mortgage or deed of trust elects to have Tenant's
interest in this Lease superior to any such instrument, then by notice to Tenant
from such mortgagee, trustee or holder, this Lease shall be deemed superior to
such lien, whether this Lease was executed before or after said mortgage or deed
of trust. Tenant shall at any time hereafter on demand execute any instruments,
releases or other documents which may be required by Landlord or any mortgagee
for the purpose of subjecting and subordinating this Lease to the lien of any
such mortgage or for the purpose of evidencing the superiority of this Lease to
the lien of any such mortgage as may be the case.
With respect to any existing mortgage encumbering the Premises, Landlord
agrees to use its best efforts to obtain a non-disturbance agreement in favor of
Tenant in form reasonably satisfactory to Tenant. Tenant's subordination with
respect to any mortgage encumbering the Premises after the date hereof shall be
conditioned upon execution and delivery to Tenant by such mortgagee of a
non-disturbance agreement in favor of Tenant in form reasonably satisfactory to
Tenant.
20. Landlord's Liability. In no event shall Landlord's liability for any
breach of this Lease exceed the then fair market value of Landlord's equity
interest in the Premises. This provision is not intended to be a measure or
agreed amount of Landlord's liability with respect to any particular breach, and
shall not be utilized by any court or otherwise for the purpose of determining
any liability of Landlord hereunder, except only as a maximum amount not to be
exceeded in any event.
21. Mechanic's and Other Liens. Tenant shall have no authority, express or
implied, to create or place any lien or encumbrance of any kind or nature
whatsoever upon, or in any manner to bind, the interest of Landlord or Tenant in
the Premises or to charge the rentals payable hereunder for any claim in favor
of any person dealing with Tenant, including those who may furnish materials or
perform labor for any construction or repairs, and each such claim shall affect
and each such lien shall attach to, if at all, only the Leasehold interest
granted to Tenant by this instrument. Tenant covenants and agrees that it will
pay or cause to be paid all sums legally due and payable by it on account of any
labor performed or materials furnished in connection with any work performed on
the Premises on which any lien is or can be validly and legally asserted against
its leasehold interest in the Premises or the improvements thereon and that it
will save and hold Landlord harmless from any and all loss, cost or expense
including attorney's fees and costs, based on or arising out of asserted claims
or liens against the leasehold estate or against the right, title and interest
of the Landlord in the Premises or under the terms of this Lease. Tenant will
not permit any mechanic's lien or liens or any other liens which may be imposed
by law affecting Landlord's or its mortgagees' interest in the Premises or any
building or other improvement of which the Premises are a part to be placed upon
<PAGE>
the Premises or any building or improvement thereon during the term hereof, and
in case of the filing of any such lien Tenant will promptly pay same. If any
such lien shall remain in force and effect for twenty (20) days after written
notice thereof from Landlord to Tenant and Tenant has not provided such
assurances to Landlord, (including but not limited to, waivers of lien, surety
company performance bonds and personal guaranties of companies or individuals of
substance) as Landlord shall reasonably require to protect Landlord against any
loss from any such lien, Landlord shall have the right and privilege at
Landlord's option of paying and discharging the same or any portion thereof
without inquiry as to the validity thereof and any amounts so paid, including
expenses and interest, shall be so much additional indebtedness hereunder due
from Tenant to Landlord and shall be repaid to Landlord immediately on rendition
of a bill therefor. Notwithstanding the foregoing, Tenant shall have the right
to contest any such lien in good faith and with all due diligence so long as any
such contest or action taken in connection therewith, protects the interest of
Landlord and Landlord's mortgagee in the Premises and Landlord and any such
mortgagee are, by the expiration of said twenty (20) day period, furnished such
protection, and indemnification against any loss, cost or expense related to any
such lien and the contest thereof as are subjectively satisfactory to Landlord
and any such mortgagee.
22. Environmental Conditions.
A. As used in this Lease, the phrase "Environmental Condition" shall mean:
(a) any adverse condition relating to surface water, ground water, drinking
water supply, land, surface or subsurface strata or the ambient air, and
includes, without limitation, air, land and water pollutants, noise, vibration,
light and odors, or (b) any condition which may result in a claim of liability
under the Comprehensive Environmental Response Compensation and Liability Act,
as amended ("CERCLA"), or the Resource Conservation and Recovery Act ("RCRA"),
or any claim of liability or of violation under any applicable federal statute
or regulation heretofore or hereafter enacted dealing with the protection of the
environment or with the health and safety of employees or members of the general
public, or under any rule, regulation, permit or plan under any of the
foregoing, or under any applicable law, rule or regulation now or hereafter
promulgated by the state in which the Premises are located, or any political
subdivision thereof, relating to such matters (collectively "Environmental
Laws").
B. Tenant shall, at all times during the Term and any extensions or
renewals thereof, comply with all Environmental Laws applicable to the Premises
and shall not, in the use and occupancy of the Premises, cause or contribute to,
or permit any party claiming by, through or under Tenant, to cause or contribute
to any Environmental Condition. Without limiting the generality of the
foregoing, Tenant shall not, without the prior written consent of Landlord,
receive, keep, maintain or use on or about the Premises any substance as to
which a filing with a local emergency planning committee, the State Emergency
Response Commission or the fire department having jurisdiction over the
<PAGE>
Premises is required pursuant to ss. 311 and/or ss. 312 of the CERCLA, as
amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA")
(which latter Act includes the Emergency Planning and Community Right-To-Know
Act of 1986); in the event Tenant makes a filing pursuant to SARA, Tenant shall
simultaneously deliver copies thereof to Landlord.
C. Tenant will protect, indemnify and save harmless Landlord, and if
Landlord is an Illinois land trust, the Trustee and its beneficiary or
beneficiaries, and all of their respective agents, partners and employees, from
and against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including, without limitation, reasonable attorneys,
fees and expenses) of whatever kind or nature, contingent or otherwise, known or
unknown, incurred or imposed, based upon any Environmental Laws or resulting
from any Environmental Condition which is caused or contributed to by the use or
occupancy of the Premises by Tenant or any party claiming by, through or under
Tenant. In case any action, suit or proceeding is brought against any of the
parties indemnified herein by reason of any occurrence described herein, Tenant
will, at Tenant's expense, by counsel approved by Landlord, resist and defend
such action, suit or proceeding, or cause the same to be resisted and defended.
The obligations of Tenant under this Section shall survive the expiration or
earlier termination of this Lease.
D. Upon reasonable cause, and reasonable prior notice, Landlord may conduct
tests in or about the Premises for the purpose of determining the presence of
any Environmental Condition. Landlord shall use its best efforts to conduct the
test in a manner which does not interfere with the operation of Tenant's
business. If such tests indicate the presence of an Environmental Condition
caused or contributed to by the use or occupancy of the Premises by Tenant or
any party claiming by, through or under Tenant, Tenant shall, in addition to its
other obligations hereunder, reimburse Landlord for the cost of conducting such
tests. Without limiting Tenant's liability hereunder, in the event of any such
Environmental Condition, Tenant shall promptly and at its sole cost and expense,
take any and all steps necessary to remedy the same, complying with all
provisions of applicable law and this Lease, or shall, at Landlord's election,
reimburse Landlord for the cost to Landlord of remedying the same. The
reimbursement shall be paid by Tenant to Landlord in advance of Landlord's
performing such work based upon Landlord's reasonable estimate of the cost
thereof, and upon completion of such work by Landlord, Tenant shall pay to
Landlord any shortfall promptly after the Landlord bills Tenant therefor, or
Landlord shall promptly refund to Tenant any excess deposit, as the case may be.
E. Notwithstanding the foregoing in this Paragraph 22, Tenant shall not be
liable for the cost of any remediation or for any penalty or fine imposed for
any Environmental Condition which was not caused by, or contributed to, in whole
or in part, by Tenant or its agents or employees ("Preexisting Condition").
Landlord agrees to indemnify and hold Tenant harmless from the
<PAGE>
cost of defending or any actual damages arising out of any legal action relating
to a Preexisting Condition. Landlord's obligations under this Section shall
survive the expiration or earlier termination of this Lease.
23. Condition of Premises. Landlord makes no representations of any kind
with respect to the current condition of the Premises and the Building and is
leasing the same to Tenant on an AS-IS, WHERE-IS basis. Tenant has inspected the
Premises and the Building prior to executing this Lease and acknowledges that it
is accepting same on such basis with all warranties, express or implied, being
excluded except for any Preexisting Condition. Tenant further acknowledges that
the Premises and the ' Building may not comply with the provisions of the
American With Disabilities Act and that Tenant shall bear the cost of any
alterations, changes or improvements necessary to bring the Premises and the
Building into compliance with same.
24. Notices. Each provision of this instrument or of any applicable
governmental laws, ordinances, regulations and other requirements with reference
to the sending, mailing or delivery of any notice or the making of any payment
by Landlord to Tenant or with reference to the sending, mailing or delivery of
any notice or the making of any payment by Tenant to Landlord shall be deemed to
be complied with when and if the following steps are taken:
(a) All rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord or to such other
entity at the address hereinbelow set forth, or at such other
address as Landlord may specify from time to time by written
notice delivered in accordance herewith.
(b) All payments required to be made by Landlord to Tenant hereunder
shall be payable to Tenant at the address hereinbelow set forth,
or at such other address within the continental United States as
Tenant may specify from time to time by written notice delivered
in accordance herewith.
(c) All notices, requests, demands and other communications required
or permitted to be delivered hereunder shall be in writing and
shall be personally delivered, . delivered by Federal Express or
other courier service or deposited in the United States Mail
postage prepaid, Certified Mail, Return Receipt Requested,
addressed to the parties hereto at the respective addresses set
out below, or such other address as they have theretofore
specified by written notice delivered in accordance herewith:
LANDLORD: TENANT:
KERSTEN RANDOLPH STREET MID-WEST AUTOMATION
PROPERTY ENTERPRISES, INC.
701 West Erie Street 1400 Busch Parkway
<PAGE>
Chicago, IL 60610 . Buffalo Grove, IL 60689
Attention: Donald Schoen Attention:_________________
<PAGE>
Any notice or other communication described herein shall be deemed to be
delivered on the earlier of, the date of actual receipt by the party to whom it
was addressed or two days after the date said notice or communication was
deposited with the courier service or the United States mail. All parties
included within the terms "Landlord" and "Tenant", respectively, shall be bound
by notices given in accordance with the provisions of this paragraph to the same
effect as if each had received such notice.
25. Landlord's and Tenant's Work. In consideration of, and expressly
contingent upon, Tenant entering into and fully and timely performing and
continuing to timely perform its obligations under this Lease Agreement,
Landlord shall:
(a) within sixty (60) days after the Commencement Date, unless
delayed or prevented by Tenant action or inaction, acts of God,
war, riots, civil commotion, governmental regulations, strikes,
labor or material shortage, or other causes beyond the exclusive
control of Landlord, cause the offices of the Building to be
painted and carpeted in colors mutually acceptable to Landlord
and Tenant. The cost of the carpeting, including padding and
installation shall not exceed the sum of $13.00 per yard; and
(b) pay the cost, up to a maximum amount of $300,000, of upgrading
the electrical service, lighting and air conditioning in the
plant area of the Building in accordance with the Specifications
attached hereto as Exhibit B ("Upgrades"). The actual cost of
installing the Upgrades, and Landlord's obligation to pay for
same, shall be the lowest of all bids obtained by Landlord and
Tenant ("Upgrade Cost"). Tenant shall first obtain and deliver to
Landlord, at least two written bids for the installation of the
Upgrades, from licensed contractors acceptable to Landlord, which
contain detailed lists of the work to be performed, equipment to
be installed and the cost of same. Thereafter, Landlord shall be
permitted to obtain a like bid from a third licensed contractor.
Upon establishing the Upgrade Cost through the foregoing process,
Tenant shall select and retain a contractor to install the
Upgrades, which contractor shall be supervised by, and operate at
the direction of Tenant, subject to the terms and conditions of
the Lease.
Notwithstanding Landlord's payment or obligation to pay the Upgrade Cost,
Tenant shall be required to comply with all of the provisions of this Lease with
respect to the Upgrades and the work to be performed on, and alterations made to
the Premises, including, but not limited to, Tenant's obligation to maintain
insurance and obtain Landlord's prior written consent prior to causing the
Upgrades to be performed.
Tenant shall repay the Upgrade Cost to Landlord, together with interest
thereon at the rate of 6.25 percent per annum, in equal monthly installments
commencing on the first day of the calendar month following the receipt of the
all of the bids described above and the determination of the Upgrade Cost and
continuing on the first day of
<PAGE>
each calendar month during the remainder of the Term (expressly excluding the
Extended Term). The monthly payments shall be determined by equally amortizing
the Upgrade Cost, using the foregoing interest rate, over the remainder of the
Term (expressly excluding the Extended Term). The payments required to be made
hereunder shall be in addition to all other obligations of Tenant hereunder and
Tenant's failure to timely pay same shall constitute an Event of Default
hereunder.
In the event Tenant fails to timely the pay the payments required to be
made under this paragraph, Landlord shall be permitted to declare the remaining
balance of the Upgrade Cost and the accrued interest thereon immediately due and
payable without notice or demand to Tenant.
Except as expressly provided herein, or agreed to in writing by Landlord,
Landlord has no obligation to perform or cause to be performed any work to the
Premises or otherwise pay for the cost of same.
26. Miscellaneous.
A. Words of any gender used in this Lease shall be held and constructed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires.
B. The terms, provisions and covenants and conditions contained in this
Lease shall apply to, inure to the benefit of, and be binding upon, the parties
hereto and upon their respective heirs, legal representatives, successors and
permitted assigns, except as otherwise herein expressly provided Landlord shall
have the right to assign any of its rights and obligations under this Lease and
Landlord's grantee or Landlord's successor, as the case may be, shall upon such
assignment, become Landlord hereunder, thereby freeing and relieving the grantor
or assignor, as the case may be, of all covenants and obligations of Landlord
hereunder. Each party agrees to furnish to the other, promptly upon demand, a
corporate resolution, proof of due authorization by partners, or other
appropriate documentation evidencing the due authorization of such party to
enter into this Lease. Nothing herein contained shall give any other tenant in
the Building of which the Premises are a part any enforceable rights either
against Landlord or Tenant as a result of the covenants and obligations of
either party set forth herein.
C. Any captions inserted in this Lease are for convenience only and in no
way define, limit or otherwise describe the scope or intent of this Lease, or
any provision hereof, or in any way affect the interpretation of this Lease.
D. Tenant shall at any time and from time to time within ten (10) days
after written request from Landlord execute and deliver to the Landlord or any
prospective Landlord or mortgagee or prospective mortgagee a sworn and
acknowledge estoppel certificate in form reasonably satisfactory to Landlord
and/or Landlord's mortgagee or prospective mortgagee certifying and stating as
follows: (i) this Lease has not been modified or amended (or if modified or
amended,
<PAGE>
setting forth such modifications or amendment(s); (ii) this Lease as so modified
or amended is in full force and effect (or if not in full force and effect, the
reasons therefor); (iii) the Tenant has no offsets or defenses to its
performance of the terms and provisions of this Lease, including the payment of
rent, or if there are any such defenses or offsets, specifying the same; (iv)
Tenant is in possession of the Premises, if such be the case; (v) if an
assignment of rents or leases has been served upon Tenant by a mortgagee or
prospective mortgagee, Tenant has received such assignment and agrees to be
bound by the provisions thereof; and (vi) any other accurate statements
reasonably required by Landlord or its mortgagee or prospective mortgagee. It is
intended that any such statement delivered pursuant to this subsection may be
relied upon by any prospective purchaser or mortgagee and their respective
successors and assigns. Tenant hereby irrevocably appoints Landlord or if
Landlord is a trust, Landlord's beneficiary, as attorney-in-fact for the Tenant
with full power and authority to execute and deliver in the name of Tenant such
estoppel certificate if Tenant fails to deliver the same within such ten (10)
day period day period and such certificate as signed by Landlord or Landlord's
beneficiary, as the case may be, shall be fully binding on Tenant, if Tenant
fails to deliver a contrary certificate within five (5) days after receipt by
Tenant of a copy of the certificate executed by Landlord or Landlord's
beneficiary, as the case may be, on behalf of Tenant.
E. This Lease may not be altered, changed or amended except by an
instrument in writing signed by both parties hereto.
F. All obligations of Tenant hereunder not fully performed as of the
expiration or earlier termination of the term of this Lease shall survive the
expiration or earlier termination of the term hereof, including without
limitation, all payment obligations with respect to taxes and insurance and all
obligations concerning the condition of the Premises. Any work required to be
done by Tenant prior to its vacation of the Premises which has not been
completed upon such vacation, shall be completed by Landlord and billed to
Tenant. All such amounts shall be used and held by Landlord for payment of such
obligations of Tenant hereunder, with Tenant being liable for any additional
costs therefor upon demand by Landlord, or with any excess to be returned to
Tenant within thirty (30) days after all such obligations have been determined
and satisfied, as the case may be. Any security deposit held by Landlord shall
be credited against the amount payable by Tenant under this subparagraph.
G. If any clause, phrase, provision or portion of this Lease or the
application thereof to any person or circumstance shall be invalid or
unenforceable under applicable law, such event shall not affect, impair or
render invalid or unenforceable the remainder of this Lease nor any other
clause, phrase, provision or portion hereof, nor shall it affect the application
of any clause, phrase, provision or portion hereof to other persons or
circumstances and it is also the intention of the parties to this Lease that in
lieu of each such clause, phrase, provision or portion of this Lease that is
invalid or unenforceable, there be added as a part of this Lease contract a
clause, phrase, provision or portion as similar in terms to such invalid or
unenforceable clause, phrase, provision or portion as may be possible and be
valid and enforceable.
<PAGE>
H. Submission of this Lease shall not be deemed to be a reservation of the
Premises. Landlord shall not be bound hereby until its delivery to Tenant of an
executed copy hereof signed by Landlord, already having been signed by Tenant,
and until such delivery Landlord reserves the right to exhibit and lease the
Premises to other prospective tenants. Notwithstanding anything contained herein
to the contrary Landlord may withhold delivery of possession of the Premises
from Tenant until such time as Tenant has paid to Landlord the security deposit
required hereunder.
I. At any time during the Term, or any extension or renewal thereof, Tenant
shall, upon ten (10) days prior notice from Landlord, provide Landlord with a
current financial statement and financial statements for the two previous years.
Such statements shall be prepared in accordance with generally accepted
accounting principles and shall be audited by an independent Certified Public
Accountant.
J. Tenant represents and warrants to Landlord that it has not consulted any
broker in connection with this transaction other than Nicolson, Porter & List.
Tenant hereby indemnifies, defends, and holds Landlord harmless from any loss,
cost (including attorneys' fees), damage, claim, demand or liability for any
other commissions or fees incurred by Landlord arising by, through or as a
result of Tenant's breach of the foregoing. Notwithstanding any provision of
this Lease Agreement to the contrary, the obligations of the parties under this
paragraph shall survive termination of this Lease Agreement.
K. All references in this Lease to "the date hereof" or similar references
shall be deemed to refer to the last date in time on which all parties hereto
have executed this Lease.
L. Tenant's "proportionate share" as used in this Lease shall be one
hundred percent (100%), as Tenant is the sole tenant of the Premises.
LANDLORD: TENANT:
KERSTEN RANDOLPH STREET MID-WEST AUTOMATION
PROPERTY, an Illinois ENTERPRISES, INC.,
general partnership an Illinois corporation
By: Samuel Kersten, Jr. 1964
Irrevocable Linda Trust u/t/a By: /s/ Robert Eitzinger Jr.
November 1, 1964, a --------------------------------
general partner
Date Accepted: 2/11/97
------------
By: /s/ Elaine Kersten, Trustee
------------------------------
Elaine Kersten, Trustee
Date Accepted: 2/17/97
-------------------
<PAGE>
NOTE
The following page contains a list of Exhibits which have been
intentionally omitted by the Registrant pursuant to Item 601(b)(2) of Regulation
S-K.
A copy of any omitted Exhibit will be provided to the Securities and
Exchange Commission upon request.
<PAGE>
Exhibit A - Site Plan
Exhibit B - Specifications
<PAGE>
RIDER TO LEASE DATED FEBRUARY 11, 1997
BY AND BETWEEN
KERSTEN RANDOLPH STREET PROPERTY AS LANDLORD AND
MID-WEST AUTOMATION ENTERPRISES, INC. AS TENANT
Notwithstanding anything contained in the Lease to the contrary,
Landlord and Tenant agree as follows:
1. Paragraph 4.A. of the Lease is amended and the following
added as the last sentence: "Notwithstanding anything contained
herein to the contrary, Tenant shall have the right to contest
all real estate taxes or assessments at its sole cost; however,
in the event Tenant is successful in obtaining a tax reduction
and should the benefit of the reduction of taxes extend beyond
the term of this Lease or any extension thereof, the Tenant shall
pay only its proportionate share of the cost of said reduction,
and upon presentation of evidence of the tax reduction and
payment of costs and fees, Landlord shall reimburse Tenant for
Landlord's proportionate share. In the event Landlord shall
contest the Taxes, such costs and fees charged to Tenant shall be
reasonable, and Tenant shall not be liable for any costs and fees
if Landlord is not successful in reducing the taxes."
2. Paragraph 11 of the Lease is amended to exclude, as an assignment
under the Lease, any merger between Mid-West Automation Systems,
Inc. and Mid-West Automation Enterprises, Inc. or any merger or
other reorganization of Mid-West Automation Systems, Inc.,
Mid-West Automation Enterprises, Inc., and DT Industries, Inc.
where the resulting corporation does not constitute a change in
ownership and, for the purposes of the Lease, Landlord hereby
consents to any said merger or reorganization.
3. Paragraph 25(a) is amended by deleting in the last line "13.00"
and replacing same with "17.00".
4. Tenant shall be responsible for any corrections or modifications
to the Building required to meet any Federal and state laws or
municipal code due to it conducting its business on the Premises
but Landlord shall be responsible to remedy any deficiency in the
Building for failure to meet and Federal and state laws and
municipal code requirements if such deficiency exists prior to
the date of this Lease any occupancy of the Building triggers
enforcement of existing Federal and state laws and municipal
code.
5. Paragraph 4.C. is amended by deleting the numbers "$7,905.00" and
inserting in its place "$7,178.00" and deleting the numbers
"$1.50" and inserting in its place $1.36". Add as the last
sentence of 4.C. "Landlord shall adjust its
<PAGE>
estimate of Taxes upon the issuance of the bill for Taxes in
each year during the Term of the Lease and any increase shall be
based on the actual tax assessed."
LANDLORD: TENANT:
KERSTEN RANDOLPH STREET MID-WEST AUTOMATION ENTER-
PROPERTY, an Illinois general PRISES, INC., an Illinois corporation
partnership
By:/s/ Samuel Kersten Jr. By: /s/ Robert Eitzinger
------------------------------------ ---------------------------------
Samuel Kersten, Jr. 1964 Irrevocable President
Linda Trust u/t/a dated November 1,
1964, a general partner
Exhibit 11
DT INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 30, March 24, March 30, March 24,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income before extraordinary loss $ 7,216 $ 3,396 $ 18,127 $ 8,694
Extraordinary loss 324
------------- ------------- ------------- -------------
Net income $ 7,216 $ 3,396 $ 17,803 $ 8,694
============= ============= ============= =============
Primary:
Weighted average number of
shares outstanding 11,268 9,000 10,034 9,000
Add dilutive effect of stock
options based on treasury
stock method using average
market price 485 45 470 7
Add shares contingently issuable
to the former owner of Kalish
assuming maintenance of
current earnings 130 130
------------- ------------- ------------- -------------
Primary weighted average
shares outstanding 11,883 9,045 b 10,634 9,007 b
============= ============= ============= =============
Primary earnings per share
before extraordinary loss $ 0.61 a $ 0.38 a $ 1.70 a $ 0.97 a
Extraordinary loss 0.03
------------- ------------- ------------- -------------
Primary net income per share $ 0.61 a $ 0.38 a $ 1.67 a $ 0.97 a
============= ============= ============= =============
</TABLE>
a As all potentially dilutive securities are considered common stock
equivalents, fully diluted earnings per share is not materially different
from primary earnings per share.
b The effect of common stock equivalents and/or other dilutive
securities was not material in this period; therefore, presentation on the
income statement was not considered necessary.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information (in thousands except per
share data) extracted from the Consolidated Balance Sheet as of March 30, 1997
and the Consolidated Statement of Operations for the Nine Months Ended March 30,
1997 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-29-1997
<PERIOD-END> MAR-30-1997
<EXCHANGE-RATE> 1
<CASH> 730
<SECURITIES> 0
<RECEIVABLES> 48,941
<ALLOWANCES> 1,451
<INVENTORY> 44,204
<CURRENT-ASSETS> 171,419
<PP&E> 63,065
<DEPRECIATION> 14,045
<TOTAL-ASSETS> 392,912
<CURRENT-LIABILITIES> 82,895
<BONDS> 121,611
0
0
<COMMON> 113
<OTHER-SE> 178,770
<TOTAL-LIABILITY-AND-EQUITY> 392,912
<SALES> 286,687
<TOTAL-REVENUES> 286,687
<CGS> 206,545
<TOTAL-COSTS> 206,545
<OTHER-EXPENSES> 40,069
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 8,825
<INCOME-PRETAX> 31,212
<INCOME-TAX> 13,085
<INCOME-CONTINUING> 18,127
<DISCONTINUED> 0
<EXTRAORDINARY> 324
<CHANGES> 0
<NET-INCOME> 17,803
<EPS-PRIMARY> 1.70
<EPS-DILUTED> 1.67
</TABLE>
