FIFTH AMENDMENT TO LOAN
AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT (this “Amendment” ) is made and
entered into as of the 30th day of September, 2008, by and between
ALLIED HEALTHCARE PRODUCTS, INC., a Delaware corporation with its
chief executive office and principal place of business located at
1720 Sublette Avenue, St. Louis, Missouri 63110 (the
“Borrower” ), and LASALLE BANK NATIONAL
ASSOCIATION, with an office at 135 South LaSalle, Suite 1140,
Chicago, Illinois 60603 ( “Lender”
).
WITNESSETH:
WHEREAS, Lender and Borrower are parties to a
certain Loan and Security Agreement dated as of April 24, 2002, as
amended by that certain First Amendment Letter Agreement dated as
of September 26, 2002, that certain Second Amendment Letter
Agreement dated as of September 26, 2003, that Third Amendment
Letter Agreement dated as of August 27, 2004, and by that certain
Fourth Amendment to Loan and Security Agreement dated as of
September 1, 2005 (as amended, the “Agreement”
); and
WHEREAS, Lender and Borrower desire to amend the
Agreement upon and subject to the terms and conditions hereinafter
set forth.
NOW, THEREFORE, in consideration of the
premises, the covenants, promises and agreements hereinafter set
forth, and other good and valuable consideration, the receipt and
sufficiency of which hereby is acknowledged, the parties hereto
agree as follows:
1. Amendments to the Agreement.
(a)
Section
4(c)(i) of the
Agreement (Unused Line Fee) is hereby deleted in its entirety and
replaced with the following:
(i) Borrower shall pay to Lender an unused line fee
(as calculated in accordance with the grid set forth below) based
on the difference between the Maximum Revolving Loan Limit and the
average daily balance of the Revolving Loans plus the Letter of
Credit Obligations for each quarter, which fee shall be fully
earned by Lender on the first day of each quarter and payable
quarterly. Said fee shall be calculated on the basis of a 360 day
year. As of September 1, 2008, the unused line fee shall be as
reflected in Level V of the matrix and shall remain at such level
until the date Borrower submits its September 30, 2008 financial
statements, at which time the rate of interest shall be reset (if
necessary) within five (5) Business Days of Lender’s receipt
of same, and shall be tested quarterly (on a rolling four quarter
basis) by Lender thereafter and, if applicable, reset by Lender
within (5) Business Days of Lender’s receipt of
Borrower’s quarterly financial statements.
|
Level
|
Ratio
of Funded Debt to EBITDA
|
|
Unused Line
Fee
|
|
I
|
> 2.50
|
|
25 bps
|
|
II
|
> 2.00 and < 2.50
|
|
25 bps
|
|
III
|
> 1.50 and < 2.00
|
|
25 bps
|
|
IV
|
> 1.00 and < 1.50
|
|
20 bps
|
|
V
|
< 1.00
|
|
15 bps
|
(b)
Section 9(c)
of the Agreement (Financial
Statements) is hereby deleted in its entirety and replaced with the
following:
(c)
Financial
Statements .
Borrower shall deliver to Lender the following
financial information, all of which shall be prepared in accordance
with generally accepted accounting principles (except, in the case
of unaudited financial statements, for the lack of footnotes and
being subject to year-end adjustments) consistently applied, and
shall be accompanied by a compliance certificate in the form of
Exhibit B hereto, which compliance certificate shall include
a calculation of all financial covenants contained in this
Agreement: (i) no later than forty-five (45) days after the end of
each of fiscal quarter of Borrower’s Fiscal Year, copies of
unaudited consolidated and consolidating internally prepared
financial statements including, without limitation, balance sheets,
statements of income, retained earnings, cash flows and
reconciliation of surplus of Borrower for such calendar quarter,
certified by the Chief Financial Officer of Borrower, and (ii) no
later than one hundred twenty (120) days after the end of each of
Borrower’s Fiscal Years, audited annual consolidated and
consolidating financial statements for such Fiscal Year with an
unqualified opinion by independent certified public accountants
selected by Borrower and reasonably satisfactory to Lender, which
financial statements shall be accompanied by (A) a letter from such
accountants acknowledging that they are aware that Lender is
relying upon such financial statements in connection with the
exercise of its rights hereunder, provided, that Borrower shall
only be required to use its reasonable efforts exercised in good
faith to obtain such letter; and (B) copies of any management
letters sent to the Borrower by such accountants.
(c)
Section 10
of the Agreement (Termination;
Automatic Renewal) is hereby deleted in its entirety and replaced
with the following:
10.
TERMINATION; AUTOMATIC
RENEWAL .
THIS AGREEMENT SHALL BE IN EFFECT FROM THE DATE
HEREOF UNTIL SEPTEMBER 1, 2010 (THE "ORIGINAL TERM") AND SHALL
AUTOMATICALLY RENEW ITSELF FROM YEAR TO YEAR THEREAFTER (EACH SUCH
ONE-YEAR RENEWAL BEING REFERRED TO HEREIN AS A "RENEWAL TERM")
UNLESS (A) THE DUE DATE OF THE LIABILITIES IS ACCELERATED
PURSUANT TO SECTION 16 HEREOF; OR (B) BORROWER OR LENDER
ELECTS TO TERMINATE THIS AGREEMENT AT THE END OF THE ORIGINAL TERM
OR AT THE END OF ANY RENEWAL TERM BY GIVING THE OTHER PARTY WRITTEN
NOTICE OF SUCH ELECTION AT LEAST NINETY (90) DAYS PRIOR TO THE END
OF THE ORIGINAL TERM OR THE THEN CURRENT RENEWAL TERM IN WHICH CASE
BORROWER SHALL PAY ALL OF THE LIABILITIES IN FULL ON THE LAST DAY
OF SUCH TERM. If one
or more of the events specified in clauses (A) and (B) occurs, then
(i) Lender shall not make any additional Loans on or after the
date identified as the date on which the Liabilities are to
be
