FOURTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT, executed
on the 8th day
of November, 2007, to be effective on the 7th day of
November, 2007 (the
"Effective Date"), by and among Blonder Tongue Laboratories,
Inc., a Delaware
corporation (the "Borrower"), Blonder Tongue Investment
Company, a Delaware
corporation ("BTIC"), National City Business Credit, Inc., an
Ohio corporation
(the "Lender"), and National City Bank, a national banking
association, as the
Issuer (the "Issuer") (this "Fourth Amendment").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit and Security
Agreement, effective
December 29, 2005, by and among the Borrower, BDR Broadband,
LLC, a Delaware
limited liability company ("BDR"), the Guarantors party thereto,
the Lender and
the Issuer, as amended by that certain (i) First Amendment
to Credit and
Security Agreement, effective March 30, 2006, by and among the
Borrower, BDR,
the Guarantors party thereto, the Lender and the Issuer, (ii)
Letter Agreement,
dated September 11, 2006, by and among the Borrower, BDR, the
Guarantors party
thereto, the Lender and the Issuer, (iii) Letter Agreement,
dated November 8,
2006, by and among the Borrower, BDR, the Guarantors party
thereto, the Lender
and the Issuer, (iv) Letter Agreement, dated December 1, 2006, by
and among the
Borrower, BDR, the Guarantors party thereto, the Lender and the
Issuer, (v)
Letter Agreement, dated December 15, 2006, by and among the
Borrower, BDR, the
Guarantors party thereto, the Lender and the Issuer, (vi) Second
Amendment to
Credit and Security Agreement, effective December 15, 2006, by
and among the
Borrower, BDR, the Guarantors party thereto, the Lender and
the Issuer (the
"Second Amendment"), (vii) Letter Agreement, dated May 1, 2007, by
and among the
Borrower, the Guarantors party thereto, the Lender and the
Issuer, and (viii)
Third Amendment to Credit and Security Agreement, effective
August 8, 2007, by
and among the Borrower, the Guarantors party thereto, the Lender
and the Issuer
(as amended, the "Credit Agreement"), the Lender, among other
things, extended
to the Borrower (a) a revolving credit facility in the
aggregate principal
amount not to exceed Seven Million Five Hundred Thousand and
00/100 Dollars
($7,500,000.00) and (b) a term loan facility in the original
principal amount of
Three Million Five Hundred Thousand and 00/100 Dollars
($3,500,000.00);
WHEREAS, the Borrower desires to amend certain provisions
of the Credit
Agreement, and the Lender and the Issuer desire to permit
such amendments
pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises contained
herein and other
valuable consideration, the receipt and sufficiency of which
are hereby
acknowledged, and intending to be legally bound hereby, the parties
hereto agree
as follows:
1. All capitalized terms used herein which are defined
in the Credit
Agreement shall have the same meaning herein as in the Credit
Agreement unless
the context clearly indicates otherwise.
2. Section 1.1 of the Credit Agreement is hereby amended by
amending and
restating the following definitions as follows:
"Revolving Interest Rate" shall mean an interest rate per
annum equal to
the sum of the Alternate Base Rate plus one and one quarter percent
(1.25%).
"Term Loan Rate" shall mean an interest rate per annum equal
to the sum of
the Alternate Base Rate plus one and one quarter percent (1.25%).
3. Section 6.5 of the Credit Agreement is hereby deleted in
its entirety
and in its stead is inserted the following:
6.5 Financial Covenants.
(a) Maintain a Fixed Charge Coverage Ratio (for BTL and its
Subsidiaries on
a consolidated basis) of not less than 1.10 to 1.00 calculated
as of the last
day of the fiscal quarter ending March 31, 2007, for the period
equal to the
four (4) consecutive fiscal quarters then ending, and as of the
last day of each
fiscal quarter thereafter, for the period equal to the four (4)
consecutive
fiscal quarters then ending.
(b) Not permit EBITDA to be less than: (i) Zero and 00/100
Dollars ($0.00)
calculated as of October 31, 2007, for the period beginning
October 1, 2007,
through and including October 31, 2007, (ii) negative Three Hundred
Seventy-Five
Thousand and 00/100 Dollars (-$375,000.00) calculated as of
November 30, 2007,
for the period beginning November 1, 2007, through and including
November 30,
2007, and (iii) Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00)
calculated as of December 31, 2007, for the period beginning
December 1, 2007,
through and including December 31, 2007.
(c) Not permit Undrawn Availability to be less than Two
Hundred Fifty
Thousand and 00/100 Dollars ($250,000.00) at any time.
4. Article 6 of the Credit Agreement is hereby amended by
inserting the
following new Section 6.10 of the Credit Agreement:
6.10 Inventory Appraisal.
(i) Engage an appraiser acceptable to the Lender for the
purpose of
conducting an updated inventory appraisal to be completed on or
about December
14, 2007, which shall establish, among other things, the
"net orderly
liquidation value" estimates for various categories of BTL's
finished goods
inventory, and be otherwise in form and substance satisfactory
to the Lender,
(ii) cause such appraiser, and hereby authorizes and directs such
appraiser to,
deliver a copy of the completed appraisal directly to the Lender
and communicate
directly with the Lender in connection with the appraisal and (ii)
pay all fees
and costs associated with the appraisal when due.
5. The provision
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