EXHIBIT 10.1
FIFTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT
THIS FIFTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Fifth
Amendment”) is executed and entered into this 30th day of
January, 2009 by and between CTI Industries Corporation, an
Illinois corporation and CTI Helium, Inc., an Illinois corporation
(collectively the “Borrower”) and RBS Citizens, N.A.,
successor by merger to Charter One Bank, N.A., a
national banking association (“Bank”) and amends, as of
the effective date hereof, the Loan and Security Agreement between
the parties dated February 1, 2006, as amended by the First
Amendment to Loan and Security Agreement dated June, 2006, the
Second Amendment to Loan and Security Agreement dated December 6,
2006, the Third Amendment to Loan and Security Agreement dated
November 13, 2007, and the Fourth Amendment to Loan and Security
Agreement dated April 15, 2008 (collectively the “Loan
Agreement”). Capitalized terms used herein without
definition shall have the meanings ascribed to them in the Loan
Agreement.
For and in
consideration of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Loan Agreement is
hereby amended as follows:
1. The
definition of “Applicable Margin” in Section 1.1
of the Loan Agreement shall be amended in it entirety to read as
follows:
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“ Applicable
Margin ” shall mean the rate per annum added to the Base
Rate to determine the Revolving Interest Rate, Term Interest Rate
and Mortgage Interest Rate, as determined by the ratio of Senior
Debt to consolidated EBITDA of the Borrower and its Subsidiaries
for the twelve month period ending as of the end of the prior
fiscal quarter, effective as of any Interest Rate Change Date, as
set forth below:
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Applicable
Margin
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Greater than or
equal to 4.00
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1.50%
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Greater than or
equal to 3.50
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1.25%
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to 1.00; less
than 4.00 to 1.00
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Greater than or
equal to 3.25
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1.00%
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to 1.00; less
than 3.50 to 1.00
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Greater than or
equal to 2.75
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0.75%
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to 1.00; less
than 3.25 to 1.00
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0.50%.
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2. The
definition of “Letter of Credit Rate” in Section
1.1 of the Loan Agreement shall be amended in its entirety to
read as follows:
“
Letter of Credit Rate ” shall mean the per annum rate
as determined by the ratio of the Senior Debt to the consolidated
EBITDA of the Borrower and its Subsidiaries for the twelve month
period ending as to the end of the fiscal quarter most recently
ended at the time of the issuance of a Letter of Credit, as set
forth below:
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Letter of Credit
Rate
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Greater than or
equal to 4.00
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2.50%
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Greater than or
equal to 3.50
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2.25%
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to 1.00; less
than 4.00 to 1.00
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2.00%
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3. The
definition of “Non-Utilization Fee Rate” in Section
1.1 of the Loan Agreement shall be amended in its entirety to
read as follows:
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“
Non-Utilization Fee Rate ” shall mean the per annum
rate as determined by the ratio of the Senior Debt to the
consolidated EBITDA of the Borrower and its Subsidiaries for
the
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