EXHIBIT
10.10
AMENDMENT NO. 10
TO
LOAN AND SECURITY
AGREEMENT
This Amendment No. 10 to
Loan and Security Agreement (“ Amendment ”) is
made and entered into as of March 5, 2009 by and between
Electroglas,
Inc. , a Delaware corporation (“
Borrower ”) and Comerica Bank
(“ Bank ”).
A. Borrower
and Bank have entered into that certain Loan and Security Agreement
dated as of July 16, 2004, as amended by Amendment No. 1 to Loan
and Security Agreement dated as of January 24, 2005, Amendment No.
2 to Loan and Security Agreement dated as of July 13, 2005,
Amendment No. 3 to Loan and Security Agreement dated as of April
25, 2006, Amendment No. 4 to Loan and Security Agreement dated as
of September 6, 2006, Amendment No. 5 to Loan and Security
Agreement dated as of January 22, 2007, Amendment No. 6 to Loan and
Security Agreement dated as of March 26, 2007, a Seventh Amendment
to Loan and Security Agreement dated as of April 24, 2007, an
Amendment No. 8 to Loan and Security Agreement dated as of June 27,
2008, and an Amendment No. 9 to Loan and Security Agreement dated
as of December 8, 2008 (collectively, the “ Loan
Agreement ”) pursuant to which Bank has agreed to
extend and make available to Borrower certain credit
facilities.
B. Borrower
desires that Bank amend the Loan Agreement upon the terms and
conditions more fully set forth herein.
C. Subject
to the representations and warranties of Borrower herein and upon
the terms and conditions set forth in this Amendment, Bank is
willing to so amend the Loan Agreement.
D. This
Amendment, the Loan Agreement and the other Loan Documents (as
defined in the Loan Agreement), together with all other documents
entered into or delivered pursuant to any of the foregoing, in each
case as originally executed or as the same may from time to time be
modified, amended, supplemented, restated or superseded, are
hereinafter collectively referred to as the “ Loan
Documents . ”
Now,
Therefore , in
consideration of the foregoing recitals and the mutual covenants
herein set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, Borrower and Bank hereby agree to
amend the Loan Agreement as follows:
1.
Definitions.
Unless otherwise defined
herein, all terms defined in the Loan Agreement have the same
meaning when used herein.
2.
Amendment . The definition of
“Obligations” contained in Exhibit A to the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:
“
Obligations ” means all debt, principal,
interest, Bank Expenses and other amounts owed to Bank by Borrower
pursuant to this Agreement or any other Loan Document, and all
amounts owed to Bank by Borrower in connection with automatic
clearing house transactions, Letters of Credit, or corporate credit
cards, in each case whether absolute or contingent, due or to
become due, now existing or hereafter arising, including any
interest that accrues after the commencement of an Insolvency
Proceeding and including any debt, liability, or obligation owing
from Borrower to others that Bank may have obtained by assignment
or otherwise.
3.
Availability to Borrow Under the
Revolving Line and Corporate Credit Cards . Notwithstanding anything to the
contrary contained in the Loan Agreement and other Loan Documents,
Borrower may not request (i) any Advances under the Revolving Line,
(ii) any new Letters of Credit to be issued, or (iii) any new
corporate credit cards from Bank or advances under such credit
cards, provided that Borrower may request advances under any
existing corporate credit cards up to $25,000 in the aggregate (the
“ Corporate Credit Card Advances
”). Bank’s commitment to make Advances,
issue Letters of Credit or make advances under any corporate credit
cards (except as set forth in the previous sentence) is hereby
terminated.
4.
Extension of Maturity of Existing
Letters of Credit . The maturity date of the following
Letters of Credit is hereby extended to the dates set forth
below:
Letter of Credit #
638864 November
10, 2010
Letter of Credit #
599018 July
15, 2010
5.
Cash Collateralization of
Obligations . Borrower shall at all times
maintain a money market account (Account Number 1892-62865-0) with
Bank with a balance (the “Required Balance”) equal to
or greater than the aggregate amount of the Obligations. Such
money market account and all amounts held therein, together with
all proceeds thereof, interest paid thereon, and substitutions
therefor, and all accounts, securities, instruments, securities
entitlements and financial assets arising out of any of the
foregoing, are the “Cash
Collateral”. Without in any way limiting the grant
of a security interest in the Collateral pursuant to the Loan
Agreement, Borrower hereby grants and pledges to Bank a continuing
security interest in all presently existing and hereafter acquired
or arising Cash Collateral, to secure prompt repayment of any and
all Obligations and to secure prompt performance by Borrower of
each of its covenants and duties under the Loan
Documents. Bank shall retain control over the Cash
Collateral up to the Required Balance to secure the Obligations
until such Obligations have been satisfied in
full. Borrower hereby authorizes Bank to place
restrictions on Borrower’s ability to withdraw amounts from
accounts holding the Cash Collateral in order to ensure that such
Required Balance is
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