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[BANK OF AMERICA LOGO] Exhibit 10.28
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AMENDMENT TO DOCUMENTS
AMENDMENT NO. 5 TO BUSINESS LOAN AGREEMENT
This Amendment No. 5 (The "Amendment") dated as of April 10, 2000, is
between Bank of America, N.A. (the "Bank"), formerly Bank of America National
Trust and Savings Association, and Tab Products Co. (the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of November 1, 1998, as previously amended
(the "Agreement").
B. The Bank and the Borrower desire to further amend the Agreement.
AGREEMENT
1. DEFINITIONS. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.
2. AMENDMENTS. The Agreement is hereby amended as follows:
2.1 The Bank has changed the name of the "Reference Rate" to the
"Prime Rate." The term "Reference Rate" is therefore amended to
read "Prime Rate" throughout the Agreement.
2.2 In Paragraph 1.1 of the Agreement, the amount "Five Million
Dollars ($5,000,000)" is substituted for the amount "Fifteen
Million Dollars ($15,000,000)."
2.3 Paragraph 9.2(b) of the Agreement is amended to read in its
entirety as follows:
"(b) Within 20 days of the period's end (including the last
period in each fiscal year), the Borrower's monthly
financial statements. These financial statements may be
Borrower prepared. The statements shall be prepared on a
consolidated and consolidating basis."
2.4 Paragraph 9.3 of the Agreement is amended to read in its
entirety as follows:
"9.3 QUICK RATIO. To maintain on a consolidated basis as of the
end of each monthly accounting period a ratio of quick
assets to current liabilities of at least 1.40:1.0.
'Quick assets' means unencumbered cash, unencumbered
short-term cash investments, net trade receivables and
marketable securities not classified as long-term
investments. 'Current liabilities' shall include (a) all
obligations classified as current liabilities under
generally accepted accounting principles, plus (b) all
principal amounts outstanding under revolving lines of
credit, whether classified as current or long-term, which
are not already included under (a) above. The sum of
unencumbered cash and unencumbered short-term cash
investments must at all times equal at least Seven Million
Dollars ($7,000,000)."
2.5 Paragraph 9.4 of the Agreement is amended to read in its
entirety as follows:
"9.4 NET WORTH. To maintain on a consolidated basis as of the
end of each monthly accounting period net worth equal to
at least the sum of the following:
(a) Fifty Two Million Dollars ($52,000,000); plus
(b) the net proceeds from any equity securities issued after
February 29, 2000.
'Net worth' means the gross book value of the Borrower's
assets less total liabilities, including but not limited
to accrued and deferred income taxes, and any reserves
against assets."
2.6 Paragraphs 9.5 and 9.6 of the Agreement are deleted in their
entirety.
2.7 Paragraph 9.7 of the Agreement is amended to read in its
entirety as follows:
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"9.7 LIMITATIONS ON LOSSES. Not to incur on a consolidated
basis a net loss after taxes in excess of Seven Hundred
Fifty Thousand Dollars ($750,000) in the fiscal quarter
ending May 31, 2000. Commencing with the quarterly
accounting period ending August 31, 2000, and thereafter,
the Borrower agrees not to incur on a consolidated basis a
net loss before taxes and extraordinary items in any two
(2) consecutive quarterly accounting periods. The Bank and
the Borrower acknowledge and agree that the calculation of
compliance with this covenant as of the last day of the
fiscal quarter ending August 31, 2000, shall include the
results of the fiscal quarter ending May 31, 2000."
2.8 Paragraph 9.8(g) of the Agreement is deleted in its entirety.
2.9 Paragraph 9.10 of the Agreement is amended to read in its
entirety as follows:
"9.10 CAPITAL EXPENDITURES. Not to spend (including the amount
of any capital leases) more than (i) Seven Hundred Fifty
Thousand Dollars ($750,000) in any single fiscal quarter
or (ii) Two Million Dollars ($2,000,000) in any single
fiscal year to acquire fixed or capital assets."
2.10 The introductory paragraph of Article 11 of the Agreement is
amended to read in its entirety as follows:
"If any of the following events occurs, the Bank may do
one or more of the following: declare the Borrower in
default, stop making any additional credit available to the
Borrower, and require the Borrower to repay its entire
debt immediately and without prior notice. If an event of
default occurs under the paragraph entitled 'Bankruptcy,'
below, with respect to the Borrower, then the entire debt
outstanding under this Agreement will automatically be due
immediately."
3. REPRESENTATIONS AND WARRANTIES. When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that: (a) there
is no event which is, or with notice or lapse of time or both would be, a
default under the Agreement except those events, if any, that have been
disclosed in writing to the Bank or waived in writing by the Bank, (b) the
representations and warranties in the Agreement are true as of the date of
this Amendment as if made on the date of this Amendment, (c) this Amendment is
within the Borrower's powers, has been duly authorized, and does not conflict
with any of the Borrower's organizational papers, and (d) this Amendment does
not conflict with any law, agreement, or obligation by which the Borrower is
bound.
4. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and
effect.
5. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which when so executed shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
BANK OF AMERICA, N.A. Tab Products Co.
X /s/ Lebbeus S. Case X /s/ David J. Davis
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By: Lebbeus S. Case, Jr., Vice President By: David J. Davis, SVP,
Operations and Chief
Financial Officer
X /s/ Robert S. Sexton
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By: Robert S. Sexton
Treasurer & Secretary
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