LYNCH CORPORATION

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S–K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. o

The aggregate market value of voting stock held by non-affiliates of the Registrant (based upon the closing price of the Registrant’s Common Stock on the American Stock Exchange on June 28, 2002 of $12.55 per share) was $13.0 million. (In determining this figure, the Registrant has assumed that all of the Registrant’s directors and officers are affiliates. This assumption shall not be deemed conclusive for any other purpose.)

The number of outstanding shares of the Registrant’s Common Stock was 1,497,883 as of March 14, 2003.

Part III: Certain portions of Registrant’s Proxy Statement for the 2003 Annual Meeting of Shareholders.

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this discussion and throughout this document, words, such as “intends,” “plans,” “estimates,” “believes,” “anticipates” and “expects” or similar expressions are intended to identify forward-looking statements. These statements are based on the Registrant’s current plans and expectations and involve risks and uncertainties, over which the Registrant has no control, that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and operating results to differ include fluctuating demand for capital goods such as large glass presses, delay in the recovery of demand for components used by telecommunications infrastructure manufacturers, and exposure to foreign economies. Important information regarding risks and uncertainties is also set forth elsewhere in this document, including in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Registrant undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to the Registrant or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Readers are also urged to carefully review and consider the various disclosures made by the Registrant, in this document, as well as the Registrant’s periodic reports on Forms 10-K, 10-Q and 8-K, filed with the Securities and Exchange Commission (“SEC”).

The Registrant makes available, free of charge, its annual report on Form 10-K, Quarterly Reports on Form 10-Q, and current reports, if any, on Form 8-K.

The Registrant also makes this information available on its website, who’s internet address is www.lynchcorp.com.

The Registrant, Lynch Corporation (hereinafter referred to as “Registrant,” “Company” or “Lynch”), incorporated in 1928 under the laws of the State of Indiana, is a diversified holding company with subsidiaries engaged in manufacturing. Lynch’s executive offices are located at 50 Kennedy Plaza, Suite 1250, Providence, RI 02903. Its telephone number is (401) 453-2007.

Lynch has two wholly-owned subsidiaries, M-tron Industries, Inc., a Delaware corporation (“M-tron”), and Lynch Systems, Inc., a South Dakota corporation (“LS” or “Lynch Systems”).

Registrant’s business development strategy is to expand its existing operations through internal growth and acquisitions. It may also, from time to time, consider the acquisition of other assets or businesses that are not related to its present businesses. As used herein, the Registrant includes subsidiary corporations.

Lynch Systems, Inc. (“LS” or “Lynch Systems”), a 100% owned subsidiary of Registrant, designs, develops, manufactures and markets a broad range of manufacturing equipment for the electronic display and consumer glass industries. LS also produces replacement parts for various types of packaging and glass container-making machines, which LS does not manufacture.

For financial reporting purposes, Lynch Systems comprises the Registrant’s “glass manufacturing equipment” segment. For information about this segment’s net sales, profit or loss, and total assets for each of

the last three fiscal years, please see Note 15 “Segment Information” to the Registrant’s Consolidated Financial Statements.

LS intends to continue to build on its name recognition and reputation as one of the world’s leading manufacturers of glass forming machinery. LS is the only independent supplier in the CRT (cathode ray tube) glass forming field and it is LS’s intention to use this strength to form closer partnerships with its customers in their pursuit of innovative glass making machinery.

LS’s long term intentions are to monitor the market direction and to be at the forefront of technology in order to respond to market demand for new and innovative types of machinery needed to produce glass. LS intends to continue to research and develop state-of-the-art machinery within its core competence, and also to seek new markets where its experience and proven success can be utilized to develop new products and increase its growth.

LS also intends to continue to expand on its expertise in the feeder and shear markets obtained from its former joint venture partner, Lynch AMAV LLC, and to reduce the cost of its raw materials by continuing to search for cheaper suppliers of materials, especially from foreign markets. In addition, LS intends to continue its own in-house cost cutting programs by eliminating redundant or superfluous operations, improving its factory quality and yield rates and better utilization of its current personnel. By increasing its efficiency and shortening its delivery rate, LS hopes to increase the number of turns giving a positive effect to its financial performance. There is no assurance that LS can attain these objectives.

LS manufactures glass-forming presses and electronic controls to provide high-speed automated systems to form different sizes of face panels and CRT display tubes for television screens and computer monitors including presses to build large screen televisions for the HDTV (high definition television) market. LS also manufactures and installs forming equipment that sizes, cuts, and forms tableware such as glass tumblers, plates, cups, saucers and commercial optical glass. Additionally, LS manufactures and installs fire polishing, electronic controls and retrofit systems for CRT display and consumer glass presses.

At year-end 1998, LS, through a subsidiary, entered into a joint venture, Lynch-AMAV LLC, with AMAV GmbH of Germany to develop and manufacture glass-manufacturing equipment for the tableware industry. LS had a 75% interest in the joint venture until June 13, 2002 when LS acquired the remaining interests in the joint venture. The joint venture designed and developed feeders, shears and presses, most of which were manufactured for the joint venture by LS. LS believes that this joint venture expanded LS’s glass tableware equipment business, particularly in Europe. The planned AMAV technology transfer was completed in 2002 and the joint venture was terminated upon final payment of $220,000 to the joint venture partner by LS on June 13, 2002. All international business is now directed from Bainbridge, Georgia and all equipment is produced in the United States.

The production of glassware entails the use of machines, which heat glass and, using great pressure, form an item by pressing it into a desired shape. Because of the high cost of bringing the machine and materials up to temperature, a machine for producing glassware must be capable of running 24 hours a day, 365 days a year.

In 2001 LS sold four additional large TV glass press machines that were delivered in 2002. These machines sold for an aggregate of $14 million, of which $5.5 million was recognized as income in 2001 using the percentage of completion method with the balance of $8.5 million recognized in 2002 upon delivery and acceptance of these machines. At December 31, 2002, the Company had sold two machines for approximately $1.5 million, of which $0.7 million was recognized in 2002 using the percentage of completion accounting method with the balance expected to be recognized in 2003 upon delivery and acceptance of these machines.

LS’s worldwide customers require capital equipment that produces a wide variety of Tableware products to remain competitive. In support of this market demand, Lynch Systems has invested in Research & Development (R&D) programs to manufacture new lines of capital equipment such as Stretch Machines for

one-piece Stemware, Firepolishers for high quality Tableware and Spinning Machines for high speed, high quality Dishware.

To further expand LS’s Tableware product lines, additional product lines have been acquired through royalty partnerships with leading industry concerns. In 1999, LS acquired the H-28 Press and Blow machine from Emhart Glass SA. This high production machine produces both round and geometric design Tumblers and is now marketed by LS as the LH-28 with numerous Electronic Control improvements. In accordance with the terms of the agreement, LS is obligated to pay Emhart a royalty of 13% on parts sales up to $2 million a year, a 5% royalty rate on all parts sales in excess of $2 million, and 5% on all machine sales through 2008. In 2000, the Eldred product line of Burnoff Machines, used to fire finish the rims of the H-28 Tumblers, and four-color Decorating Machines were acquired by LS. In accordance with the terms of the agreement, LS is obligated to pay Eldred a royalty of 10% on sales up to $300,000 per year and 8% royalty on sales over $300,000 per year until 2010. All Tableware capital equipment requires moulds in the production of any article. In 2002, agreement was reached with Merkad Glassware Mould, Ltd., a producer of high quality moulds, to represent and distribute moulds throughout North and South America. LS has no contractual obligations to Merkad.

LS has the capabilities to take a glass product idea from a customer, have our engineering staff design a machine that will mass produce this glass product and then build the final machine for the customer. LS is in negotiations to obtain other orders for large TV glass presses; however, there can be no assurance that LS will obtain any other orders.

LS’s revenues from international sales were $12.8 million, $20.2 million and $20.3 million for 2002, 2001 and 2000, respectively, representing approximately 86%, 78% and 88% of LS’s net sales for 2002, 2001 and 2000, respectively. The profitability of international sales is approximately equivalent to that of domestic sales. Because many international orders require partial advance deposits, with the balance often secured by irrevocable letters of credit from banks in the foreign country, the Registrant believes that some of the credit risks commonly associated with doing business in international markets are minimized. The Registrant avoids currency exchange risk by transacting substantially all international sales in United States dollars.

LS had an order backlog of approximately $3.9 million at December 31, 2002, compared to $12 million at December 31, 2001. Backlog declined due to the lack of orders from television and tableware manufactures. All of LS’s $3.9 million backlog as of December 31, 2002 is scheduled to be delivered in 2003. See Note 17 to the Consolidated Financial Statements — “Subsequent Events” — regarding additions to the backlog in early 2003. LS includes as backlog only those orders which are subject to written contract or written purchase orders. In 1998, LS received $2.4 million in connection with the cancellation of a $16 million order for large TV glass presses and parts, which amount can be used by the customer as a credit for future orders. The $2.4 million has been reduced to $1.3 million as of December 31, 2002 as a result of sales to this customer. Any remaining unused credit will revert to LS at June 30, 2003.

LS believes that in the worldwide pressware market it is the largest supplier to glass companies that do not manufacture their own pressware machines. Competitors include various companies in Italy, Japan, Korea, Germany and elsewhere. While several of the largest domestic and international producers of glass pressware frequently build their own glass-forming machines and produce spare parts in-house, nearly all pressware producers have made purchases of machines and/or spare parts from LS.

Although one customer accounted for 42% of Lynch Systems 2002 revenue, its customer mix is diverse and does not believe it is dependent upon a single customer.

Raw materials are generally available to LS in adequate supply from a number of suppliers.

Research and development expense, mainly for stretch machines for stemware, was $220,000 in 2002, $146,000 in 2001 and zero in 2000. R&D expense for 2003 is budgeted at $96,000.

Lynch Systems owns patents and proprietary know-how which are important to its business and the maintenance of its competitive position. Its most important patent is for a rotary glass-molding press with cushioned trunnion mounted hydraulic drive, expiring October, 2012. Lynch System’s investment in Lynch-AMAV, discussed above, has given Lynch Systems access to important proprietary know-how and technology which has enabled Lynch Systems to expand its product offerings and customer base.

Lynch Systems employs 68 employees at its Bainbridge, Georgia facility, and 2 in Germany, none of whom belong to a union.

M-tron, a wholly-owned subsidiary of Lynch, is a designer, manufacturer and marketer of custom designed electronic components that are used primarily to control the frequency or timing of electronic signals in communications equipment. Its devices, which are commonly called frequency control devices, crystals or oscillators, support fixed and mobile wireless, copper wire, coaxial cable, wide area networks, local area networks and fiber optic systems. It sells its products to original equipment manufacturers, contract manufacturers and to distributors.

M-tron’s products are quartz crystal based frequency control devices consisting of packaged quartz crystals and oscillators incorporating those crystals. Its products enable communications equipment manufacturers and network equipment manufacturers to meet the increasing demands of their customers because they produce an electrical signal that is:


	•	accurate — the frequency of the signal does not change significantly over a period of time;

	•	stable — the frequency of the signal does not vary significantly when our product is subjected to a range of operating temperatures; and

	•	has low electronic noise — the signal does not add interfering signals that can degrade the performance of the electronics system.

In addition, M-tron sells crystals and oscillators which are used outside the communications industry. These frequency control devices are used in microprocessor and computer applications, industrial controls, medical instrumentation, automotive products and military applications.

In October 2002, M-tron acquired certain assets, technology and customer orders backlog from Champion Technologies, Inc. (“Champion”). Champion’s product line includes crystals, clock oscillators, specialized crystal oscillators, and timing solutions that will further broaden M-tron’s product offering and customer base. See Note 2 — “Acquisitions” — to the Registrant’s Consolidated Financial Statements.

M-tron has over 35 years of experience designing, manufacturing and marketing crystal based frequency control products. Its customers rely on the skills of M-tron’s engineering and design team to help them solve frequency control problems during all phases of their product’s life cycles, including product design, prototyping, manufacturing and subsequent product improvements.

For financial reporting purposes, M-tron comprises the Registrant’s “frequency control devices” segment. For information about this segment’s net sales, profit or loss, and total assets for each of the last three fiscal years, please see Note 15 “Segment Information” to the Registrant’s Consolidated Financial Statements.

M-tron’s objective is to build on the strength of its core expertise in packaged quartz crystal and oscillator technologies to become the supplier of choice to original equipment manufacturers who supply infrastructure equipment to the communications and networking industries.

M-tron intends to maintain its current investment in technical resources, including design and engineering personnel to enable it to provide a high level of design and engineering support to its customers. It believes that technical participation with its original equipment manufacturers customers in the early stages of their design process will lead to M-tron’s frequency control devices being designed into their products more regularly.

M-tron has increased the use of its offshore contract manufacturers who have added capacity on its behalf. In addition, M-tron’s long term objective is to reduce the time it takes to manufacture its products which will result in better service to its customers. To that end, it has dedicated additional resources to evaluating its manufacturing processes and to identifying and implementing process improvements.

M-tron believes that it can significantly enhance its business opportunities by acquiring technology, product portfolios and/or customer bases. Some of these may offer immediate sales opportunities while others may meet longer term objectives. It plans to pursue these opportunities by making strategic acquisitions or by acquiring or licensing technology.

M-tron intends to design, manufacture and sell devices that offer higher frequencies or greater precision than its current products. These devices will serve applications within the communications and networking industries for which it does not currently provide products. It intends to achieve this through a combination of focused research and development and strategic acquisitions, if they are appropriate. In pursuit of these objectives, M-tron completed its initial strategic acquisition by purchasing Champion Technologies, Inc., who will immediately provide both new customers and a wider range of products, including entry to the timing module markets.

M-tron’s products are high quality, reliable, technically advanced frequency control devices, including packaged quartz crystals and oscillators incorporating those crystals. The acquisition of certain Champion assets will also provide M-tron an entry to the timing modules market.

M-tron designs and produces a wide range of packaged quartz crystals and quartz crystal based oscillators. There are a variety of features in its product family. The Packaged Crystal is a single crystal in a hermetically sealed package and is used by electronic equipment manufacturers, along with their own electronic circuitry, to build oscillators for frequency control in their electronic devices. The Clock Oscillator is the simplest of its oscillators. It is a self-contained package with a crystal and electronic circuitry that is used as a subsystem by electronic equipment manufacturers to provide frequency control for their devices. The Voltage Controlled Crystal Oscillator (VCXO) is a variable frequency oscillator whose frequency can be changed by varying the control voltage to the oscillator. The Temperature Compensated Crystal Oscillator (TCXO) is an oscillator designed for use over a range of temperatures. The Digitally Compensated Crystal Oscillator (DCXO) is a temperature compensated oscillator in which the compensation electronics are digital and offer greater frequency stability than the TCXO over a range of temperatures. This variety of features in M-tron’s product family offers the designers at electronic equipment manufacturers a range of options as they create the needed performance in their products.

Currently, M-tron’s oscillator products operate at frequencies ranging from 2 kilohertz to over 2.5 gigahertz which constitute most of the oscillator frequencies that are now used in communications equipment. However, many of its products, through amplification or other means, are ultimately incorporated into those products that operate at higher frequencies.

M-tron’s products are employed in numerous applications within the communications industry, including computer and telephone network switches, high-speed gigabit Ethernet, modems, wireless transmitters/receivers, multiplexers, data recovery/regeneration devices, fiber channel networks, repeaters, data transceivers, line interface devices and base station controllers. Its products are incorporated into end products that serve all elements of the communications industry.

The crystals and oscillators M-tron sells for use in non-communications applications are used in industrial applications such as security systems, metering systems, electronic test instruments and industrial control systems. They are used in military and medical instrumentation applications as well as in various computer peripheral equipment such as printers, modems, monitors, video cards and sound cards. These non-communications applications may not require the quality and reliability demanded by manufacturers of communications equipment.

A timing module is an electronic subsystem. It is a pre-assembled circuit that integrates several different functions into a small single self-contained module for control of timing in a circuit. Today, timing modules are frequently used for the synchronization of timing signals in digital circuits, particularly in wireless and optical carrier network systems.

At December 31, 2002, M-tron employed 7 engineers and technicians in South Dakota who devoted most of their time to research and development. Its research and development expense was approximately $724,000 in 2002, $1,348,000 in 2001, and $994,000 in 2000. M-tron expects to reduce its spending on research and development by up to 10% during 2003.


	•	original equipment manufacturers of communications and networking equipment;

	•	contract manufacturers for original equipment manufacturers; and

	•	distributors who sell to original equipment manufacturers and contract manufacturers.

In 2002, one customer accounted for approximately 9% of M-tron’s net sales, compared to less than 7% in 2001. No other customer accounted for more than 8% of its 2002 revenues. Sales to its ten largest customers accounted for approximately 60% of net sales for 2002, 2001 and 2000 respectively.

M-tron’s revenues from international sales were $5.8 million, $9.5 million, and $17.6 million for 2002, 2001 and 2000, respectively, representing approximately 51%, 44%, and 48% of its net sales for 2002, 2001 and 2000, respectively. In 2002, these revenues included approximately 19% from customers in Canada, 19% from customers in Asia, 6% from customers in Western Europe and 5% from customers in Mexico. M-tron has increased its international sales efforts by adding distributors and manufacturers’ representatives in Western Europe and Asia. The Champion products acquisition will further improve the Company’s market position in Western Europe. See Note 2 — “Acquisitions” to the Registrant’s Consolidated Financial Statements.

M-tron had backlog orders of approximately $2.3 million at December 31, 2002, compared to $1.4 million at December 31, 2001. The $0.9 million improvement is mainly the result of manufactured oscillator bookings

stemming from the Champion acquisition. M-tron includes as backlog those orders which are subject to specific production release orders under written contracts, verbal and written orders from distributors with which it has had long-standing relationships, as well as written purchase orders from sales representatives. Its customers may cancel or defer orders without significant penalty.

Frequency control devices are sold in a highly competitive industry. There are numerous domestic and international manufacturers who are capable of providing custom designed quartz crystals and oscillator modules comparable in quality and performance to its products. Competitors include Vectron International (a division of Dover Corporation), CTS Corporation and Saronix. M-tron does not operate in the same markets as high volume manufacturers of standard products; rather it focuses on manufacturing lower volumes of custom designed frequency control devices. Many of its competitors and potential competitors have substantially greater financial, engineering, manufacturing and marketing resources than it does. M-tron seeks to manufacture custom designed, high performance crystals and oscillators, which it believes it can sell competitively based upon performance, quality, order response time and a high level of engineering support.

M-tron has one manufacturing facility in Yankton, South Dakota, and has long-term relationships with two contract manufacturers in Asia, with one contract manufacturer currently enjoying almost all of M-tron’s business. M-tron maintains a rigorous quality control system and is an ISO 9001 qualified manufacturer.

In 1986, M-tron established a working relationship with a contract manufacturer located in South Korea, and in 1994, it established a working relationship with a contract manufacturer located in the People’s Republic of China. While it does not have written long term agreements with them, M-tron believes that it is potentially their largest customer and, as such, believes that from time to time it received preferential treatment on production scheduling matters.

M-tron attempts to utilize standard parts and components that are available from multiple vendors located in the United States or internationally; however, some components used in its products are available from only a limited number of sources.

M-tron’s Manufacturing capacity and capabilities have been enhanced by the manufacturing and test equipment acquired as a result of its purchase of Champion Technologies, Inc.

M-tron has no patents, trademarks or licenses which are considered to be important to M-tron’s business or operations. Rather, M-tron believes that its technological position depends primarily on the technical competence and creative ability of its engineering and technical staff in areas of product design and manufacturing processes as well as proprietary know-how and information.

As of December 31, 2002, M-tron employed 108 people. It has also engaged two independent contractors. None of its employees is represented by a labor union and it considers its employee relations to be good.

Until September 23, 2002, Lynch (through its subsidiary LS) owned 1,829,063 shares of the Class A Common Stock and 1,237,203 shares of the Common Stock of Spinnaker Industries, Inc. (“Spinnaker”), representing 41.8% and 49.5% of the equity and voting power of Spinnaker, respectively. On September 23, 2002, the Company sold its remaining interest in Spinnaker to an independent, international brokerage firm in New York City. The transfer was made for nominal consideration because Lynch determined that the Spinnaker shares had no value as a result of Spinnaker’s ongoing reorganization under Chapter 11 of the Bankruptcy Code. As a result of this transfer, Lynch recorded a $19,420,000 non-cash gain and consequently

an increase in shareholders’ equity of $19,420,000 in the third quarter of 2002. This action increased Lynch’s total shareholders’ equity to $11,644,000 at September 30, 2002 from a deficit of $7,615,000 on June 30, 2002.

Prior to September 30, 2001, Lynch owned 48% and 60%, respectively, of the equity and voting power of Spinnaker. As such, under accounting principles generally accepted in the United States, Lynch consolidated the results of Spinnaker and was required to record all of the losses of Spinnaker, since the non-Lynch interests were not required to absorb their shares of losses (52%) after their investment was fully absorbed by losses. On September 26, 2001, Lynch caused LS to make a charitable disposition of 430,000 shares of Spinnaker’s Class A Common Stock. As a result of that transaction: (a) Lynch’s equity interest and voting power in Spinnaker were reduced to 41.8% and 49.5%, respectively, (b) Lynch deconsolidated Spinnaker for financial reporting purposes, effective September 30, 2001, (c) from September 30, 2001 until September 23, 2002, Lynch accounted for its ownership of Spinnaker using the equity method of accounting and (d) Lynch did not record any additional losses from Spinnaker, as Lynch had no obligation to further fund such losses.

Upon the disposition of its remaining Spinnaker shares on September 23, 2002 as described above, Lynch completed the deconsolidation of Spinnaker and no longer has any economic interest in Spinnaker or affiliation with Spinnaker.

While the Registrant holds licenses and patents of various types, Registrant does not believe they are critical to its overall operations. See respective “Intellectual Property” sections above for each of Lynch Systems and M-tron.

The Registrant conducts product development activities with respect to each of its major lines of business. Currently, such activities are directed principally toward the improvement of existing products, the development of new products and/or diversification. In the last three years, M-tron has accounted for the vast majority of Registrant’s product development costs.

The capital expenditures, earnings and competitive position of Registrant have not been materially affected to date by compliance with current federal, state, and local laws and regulations relating to the protection of the environment; however, Registrant cannot predict the effect of future laws and regulations. The Registrant has not experienced difficulties relative to fuel or energy shortages.

In 2002, a single customer, who represented 42% of Lynch Systems sales, accounted for 24% of consolidated net sales, while the next largest customer represented less than 8% of consolidated revenue. There were no customers in 2001 or 2000 that represent 10% or more of consolidated revenues. The Registrant does not believe that it is dependent on any single customer.

Additional information with respect to each of the Registrant’s lines of business is included in Note 15 to the Consolidated Financial Statements included as Item 15(a) below.

Pursuant to General Instruction G (3) of Form 10-K, the following list of executive officers of the Registrant is included in Part I of this Annual Report on Form 10-K in lieu of being included in the Proxy Statement for the 2003 Annual Meeting of Shareholders. Such list sets forth the names and ages of all

executive officers of Registrant indicating all positions and offices with the Registrant held by each such person and each such person’s principal occupations or employment during the past five years.

The executive officers of the Registrant are elected annually by the Board of Directors at its organizational meeting in May and hold office until the organizational meeting in the next year and until their respective successors are chosen and qualified.

Lynch’s principal executive offices in Providence, Rhode Island are leased and shared with Avtek Inc., a private holding company controlled by Ralph R. Papitto. Mr. Papitto is Chairman and Chief Executive Officer of Lynch.

Lynch Systems’ operations are housed in two adjacent buildings totaling 95,840 square feet situated on 4.86 acres of land in Bainbridge, Georgia. Finished office area in the two buildings totals approximately 17,000 square feet. Additionally, the Company has 18,604 square feet that is utilized for warehouse and storage. All such properties are subject to security deeds relating to loans.

M-tron’s operations are housed in two separate facilities in Yankton, South Dakota. These facilities contain approximately 51,000 square feet in the aggregate. One facility owned by M-tron contains approximately 35,000 square feet, is situated on approximately 15 acres of land and is subject to security deeds relating to loans. The other facility is leased and contains approximately 16,000 square feet. The lease expires on September 30, 2003, with options to extend the lease to 2006.

It is Registrant’s opinion that the facilities referred to above are in good operating condition and suitable and adequate for present uses.

In the normal course of business, subsidiaries of the Registrant are defendants in certain product liability, worker claims and other litigation in which the amounts being sought may exceed insurance coverage levels. The resolution of these matters is not expected to have a material adverse effect on the Registrant’s consolidated financial condition or operations. In addition, Registrant and/or one or more of its subsidiaries are parties to the following additional legal proceedings:

1. In re Spinnaker Coating, Inc., Debtor/ PACE Local 1-1069 v. Spinnaker Coating, Inc., and Lynch Corporation, U.S. Bankruptcy Court, District of Maine, Chapter 11, Adv. Pro. No. 02-2007; and PACE Local 1-1069 v. Spinnaker Industries, Inc., Spinnaker Coating, Inc., and Spinnaker Coating-Maine, Inc., Cumberland County Superior Court, CV-2001-00352:

On or about June 26, 2001, in anticipation of the July 15, 2001 closure of Spinnaker’s Westbrook, Maine facility, Plaintiff PACE Local 1-1069 (“PACE”) filed a three count complaint in Cumberland County Superior Court, CV-2001-00352 naming the following defendants: Spinnaker Industries, Inc., Spinnaker Coating, Inc., and Spinnaker Coating-Maine, Inc. (collectively, the “Spinnaker Entities”) and Lynch. The complaint alleged that under Maine’s Severance Pay Act both the Spinnaker Entities and Lynch would be liable to pay approximately $1,166,000 severance pay under Maine’s Severance Pay Act in connection with the plant closure. The Defendants filed a notice of removal, thereby creating United States District Court Civil Action C.V. No. 01-236. The case was remanded to state court. The Spinnaker Entities also filed a separate complaint challenging the constitutionality of the Maine Severance Pay Act, United States District Court Civil Action No. 01-232 which later was dismissed by stipulation of the Spinnaker Entities. PACE also filed three separate Motions for Ex-Parte Attachment against the Spinnaker Entities and Lynch. PACE filed the First Motion for Attachment with its original Complaint. PACE sought to attach $1,166,483.44, an amount large enough to cover the claims of all PACE’s members seeking severance. The Court denied that Motion as being premature. PACE then filed a Second Motion against the Spinnaker Entities and Lynch for an attachment large enough to cover the claims of eight individual employees seeking severance pay in the amount of $120,736.27. On August 20, 2001, the Court granted that Motion in the amount of $118,500. On April 4, 2002, PACE subsequently recorded this attachment through UCC-1 filings with the Maine Secretary of State against Lynch Manufacturing and Lynch Corporation. PACE filed a Third Motion for Ex-Parte Attachment on August 29, 2001. This Motion sought an attachment large enough to cover the severance pay

claimed by the remaining PACE members, $1,048,003. The Court denied this Motion but permitted PACE the opportunity to obtain an attachment after all defendants had an opportunity to respond and after hearing.

Before any further action was taken with respect to PACE’s Third Motion for Attachment, the Spinnaker Defendants filed for relief under Chapter 11 of the Bankruptcy Code. Following a series of filings in the United States District Court for the District of Maine and the United States Bankruptcy Court for the District of Maine which, like United States District Court Case No. 01-236, later were dismissed by the parties with prejudice and without costs, PACE’s case continues to proceed against Lynch in Cumberland County Superior Court in Maine on the issue of whether Lynch has liability to PACE’s members under the Maine Severance Pay Act.

On September 30, 2002, PACE requested a ruling from the Superior Court on its Third Motion for Attachment. On October 21, 2002, Lynch filed a Motion for Summary Judgment which incorporated its prior objection to any attachment. PACE filed an Opposition to Lynch’s Motion for Summary Judgment and a Motion for Leave to Further Amend the Complaint on November 12, 2002. Lynch thereafter filed a Reply Memorandum in Support of its Motion for Summary Judgment on November 26, 2002 and an opposition to PACE’s Motion for Leave to Further Amend the Complaint on December 3, 2002. On December 31, 2002, the Superior Court held a hearing on all pending Motions. The Superior Court requested that arguments focus on Lynch’s Motion for Summary Judgment since the granting of this Motion will render PACE’s Third Motion for Attachment and Motion to Further Amend the Complaint moot. As of the date of this filing, the Superior Court has rendered no decision on Lynch’s Motion for Summary Judgment.

Lynch believes that, in addition to other defenses, it is not subject to the Maine Severance Pay Act, as now in effect. Management does not believe that the resolution of this case will have a material adverse effect on the Registrant’s consolidated financial condition or operations.

Lynch Corporation, Lynch Interactive Corporation (“Interactive”), and several other parties have been named as defendants in a lawsuit brought under the so-called “qui tam” provisions of the federal False Claims Act in the United States District Court for the District of Columbia. The complaint was filed under seal with the court on February 14, 2001, and the seal was lifted on January 11, 2002. The Company was formally served with the complaint on July 9, 2002. The main allegation in the case is that the defendants participated in the creation of “sham” bidding entities that allegedly defrauded the federal Treasury by improperly participating in Federal Communications Commission spectrum auctions restricted to small businesses, as well as obtaining bidding credits in other spectrum auctions allocated to “small” and “very small” businesses. The lawsuit seeks to recover an unspecified amount of damages, which would be subject to mandatory trebling under the statute. On September 19, 2002, Interactive, on behalf of itself and Lynch, filed two Motions with the court: a Motion to Transfer the Action to the Southern District of New York and a Motion to Dismiss the Lawsuit. The relator filed an opposition reply to Interactive’s Motion to Dismiss and, on December 5, 2002, Interactive filed a Reply in Support of Its Motion to Dismiss. As of the date of filing of this report, no hearing had been scheduled on Interactive’s Motions.

The U.S. Department of Justice has notified the court that it has declined to intervene in the case. The defendants strongly believe that the lawsuit is completely without merit and intend to defend the suit vigorously. Furthermore, under the separation agreement between the Company and Interactive pursuant to which Interactive was spun-off to the Company’s shareholders on September 1, 1999, Interactive would be obligated to indemnify the Company for any losses or damages incurred by the Company as a result of this lawsuit; and Interactive has, in fact, agreed in writing to defend the case on Lynch’s behalf and to indemnify Lynch for any losses it may incur as a result of the lawsuit. Interactive has retained legal counsel to defend the claim on behalf of Lynch and Interactive at the expense of Interactive. Nevertheless, the Company cannot predict the ultimate outcome of the litigation nor can the Company predict the effect that the lawsuit or its outcome will have on the Company’s business or plan of operation.

While the Spinnaker Chapter 11 reorganization proceeding is still ongoing, the status thereof is not reported herein because, on September 23, 2002, Lynch disposed of its entire remaining interest in Spinnaker and no longer has any economic interest in or affiliation with Spinnaker. See “Item 1. Business — C. Spinnaker.”

The Common Stock of Lynch Corporation is traded on the American Stock Exchange under the symbol “LGL.” The market price highs and lows in consolidated trading of the Common Stock during the two years ended December 31, 2002 and 2001 are as follows:

On December 11, 2001 American Stock Exchange (“AMEX” or the “Exchange”) advised Lynch that it was initiating an informal review of Lynch’s eligibility for continued listing on AMEX because, based upon AMEX’s review of Lynch’s Form 10-Q for the period ended September 30, 2001: (1) Lynch had shareholders equity of less than $2 million and losses from continuing operations in two of its three most recent fiscal years and (2) Lynch had shareholders equity of less than $4 million and losses in three out of its four most recent fiscal years. AMEX requested Lynch to provide the Exchange with Lynch’s specific plan for achieving compliance with the Exchange’s continued listing guidelines. On January 10, 2002, Lynch responded to the AMEX, explaining that Lynch’s failure to meet the continued listing guidelines was attributable to the fact that, until September 30, 2001, by virtue of its control position in Spinnaker, Lynch was required to consolidate 100% of Spinnaker’s losses and that, in the absence of these losses from Spinnaker, Lynch would have reported positive equity and positive net income for the nine-month period ending September 30, 2001. Lynch further explained that its new management team had taken steps to deconsolidate Spinnaker from Lynch for financial reporting purposes effective from and after September 30, 2001 by reducing Lynch’s equity and voting interests in Spinnaker below 50%. See “Item 1. Business — C. Spinnaker Industries, Inc. — Deconsolidation”. Lynch explained that the deconsolidation of Spinnaker resulted in a non-cash gain of $27.4 million being recorded on September 30, 2001 and also resulted in Lynch retaining a negative investment in Spinnaker of $19.4 million, representing Lynch’s remaining interest in Spinnaker’s accumulated deficit as of September 30, 2001; that this remaining interest represents losses in excess of investment, which has been recorded as a “deferred gain” on Lynch’s balance sheet until such time as Spinnaker achieves profitability or Lynch disposes of its remaining interest in Spinnaker (see Note 1 to the Registrant’s Consolidated Financial Statements — “Basis of Presentation”); that Lynch will not record any additional losses from Spinnaker; that, in Lynch’s view, the $19.4 million “deferred gain” should be treated as equity by AMEX for purposes of assessing Lynch’s compliance with the listing standards; and that, after giving effect to

the deconsolidation of Spinnaker, Lynch retains a strong balance sheet. Finally, Lynch explained that management expects Lynch’s business will be profitable and that the current negative equity position of Lynch, even before consideration of the aforementioned deferred gain as additional equity, would be reduced annually and turn positive in fiscal 2004.

On January 29, 2002, the Exchange notified Lynch that it had determined to continue Lynch’s listing pending a review of its March 31, 2002 Form 10-Q. The Exchange noted that, by then, Lynch should have made favorable progress towards regaining compliance with the listing guidelines. The Exchange further noted that its determination to continue Lynch’s listing is subject to Lynch’s favorable progress in satisfying the Exchange’s guidelines for continued listing and to the Exchange’s routine periodic reviews of Lynch’s SEC filings. Finally, the Exchange requested a report on or before May 30, 2002 which provides (i) quarterly income statement, cash flow and balance sheet projections for the year ending December 31, 2002; (ii) a copy of Lynch’s most recent business plan, if available; and (iii) an update on Lynch’s stance with respect to its ownership position in Spinnaker.

On May 28, 2002, Lynch provided the Exchange with the information it requested. Shortly thereafter, the Exchange verbally approved the Company’s continued listing on AMEX. Since the disposition of its remaining Spinnaker investment on September 23, 2002, the Company has met the Exchange’s listing guidelines.

The Board of Directors has adopted a policy of not paying cash dividends, a policy which is reviewed annually. This policy takes into account the long term growth objectives of the Company, especially its acquisition program, shareholders’ desire for capital appreciation of their holdings and the current tax law disincentives for corporate dividend distributions. Accordingly, no cash dividends have been paid since January 30, 1989 and none are expected to be paid in 2003. Substantially all of the subsidiaries’ assets are restricted under the companies’ current credit agreements and limit the companies’ ability to pay dividends.

On May 2, 2002, the Company’s shareholders approved the 2001 Equity Incentive Plan and the issuance of up to 300,000 options to purchase shares of Company common stock. The options approved included the grant of 180,000 fully vested options to the Registrant’s Chairman and Chief Executive Officer, Ralph R. Papitto, and 24,000 options that vest over three years starting in 2002 to each of Raymond H. Keller, the Registrant’s Chief Financial Officer, and to Richard E. McGrail, the Registrant’s President and Chief Operating Officer.

The following table sets forth the Equity Compensation Plan information required by Item 201(d) of Regulation S-K at the end of fiscal 2002:


*	Effective September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated


	Spinnaker. On September 23, 2002, the Company disposed of its remaining interest in Spinnaker. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.


(a)	The data presented herein reflect the spin off of Lynch Interactive Corporation (Interactive) from the Company and the sale by Spinnaker Industries, Inc. (Spinnaker), of its industrial tape units, all of which transactions occurred in the third quarter of 1999. Accordingly, the operating results of both Interactive and the industrial tape segment have been segregated from continuing operations of the Company and are reported as separate line items. The data presented also includes results of the business acquired from S.D. Warren (name changed Spinnaker Coating-Maine, Inc.) from March 17, 1998, the date of its acquisition and Champion Technologies, Inc. from October 18, 2002, the date of its acquisition.

(b)	Operating profit (loss) is revenues less operating expenses, which excludes investment income, interest expense, extraordinary items, minority interests and taxes. Included are asset impairment and restructuring charges and the gain on deconsolidation (see Note g).

(c)	Discontinued operations of the industrial tape segment of Spinnaker Corporation. (See Note 4 to Financial Statements).

(d)	Gain on early extinguishments of debt at Spinnaker in 2000 and 1999.

(e)	Based on weighted average number of common shares outstanding.


(f)	No cash dividends have been declared over the period. In 1999 for each share of Lynch Common Stock, shareholders received one share of Lynch Interactive Corporation in a Spin Off of the multimedia and transportation business (see Note 4 to Financial Statements — “Discontinued Operations”.)


(g)	2002 and 2001 exclude Spinnaker Industries as a result of the September 30, 2001 deconsolidation of Spinnaker resulting from the Company’s disposition of shares of Spinnaker that reduced its ownership and voting interest of Spinnaker Industries, Inc. to 41.8% and 49.5% respectively, and the Company’s subsequent disposition of its remaining interest in Spinnaker on September 23, 2002.

(h)	See discussion of Restricted Cash and Notes Payable and Long-Term Debt in Note 6 to the Consolidated Financial Statements.


(i)	For three year trend data of revenues and operating profit (loss) by segment, see Note 15 to the Consolidated Financial Statements — “Segment Information”.

The Company’s significant accounting policies are described in Note 1 to the Consolidated Financial Statements included in Item 8 of this Form 10-K. The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to the carrying value of inventories, realizability of outstanding accounts receivable, percentage of completion of long-term contracts, and the provision for income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. In the past, actual results have not been materially different from the Company’s estimates. However, results may differ from these estimates under different assumptions or conditions.

The Company has identified the following as critical accounting policies, based on the significant judgments and estimates used in determining the amounts reported in its consolidated financial statements:

Accounts receivable on a consolidated basis consist principally of amounts due from both domestic and foreign customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally required except at Lynch Systems. The Company considers concentrations of credit risk to be minimal due to the Company’s diverse customer base. In relation to export sales, the Company requires letters of credit supporting a significant portion of the sales price prior to production to limit exposure to credit risk. Certain subsidiaries and business segments have credit sales to industries that are subject to cyclical economic changes. The Company maintains an allowance for doubtful accounts at a level that management believes is sufficient to cover potential credit losses.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our clients to make required payments. We base our estimates on our historical collection experience, current trends, credit policy and relationship of our accounts receivable and revenues. In determining these estimates, we examine historical write-offs of our receivables and review each client’s account to identify any specific customer collection issues. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payment, additional allowances may be required. Our failure to estimate accurately the losses for doubtful accounts and ensure that payments are received on a timely basis could have a material adverse effect on our business, financial condition, and results of operations.

Inventories are stated at the lower of cost or market value. Inventories valued using the last-in, first-out (LIFO) method comprised approximately 63% and 58% of consolidated inventories at December 31, 2002 and 2001, respectively. The balance of inventories at December 31, 2002 and 2001 are valued using the first-in-first-out (FIFO) method. If actual market conditions are more or less favorable than those projected by management, adjustments may be required.

Revenues, with the exception of certain long-term contracts discussed below, are recognized upon shipment when title passes. Shipping costs are included in manufacturing cost of sales.

Lynch Systems, a 100% owned subsidiary of the Company, is engaged in the manufacture and marketing of glass-forming machines and specialized manufacturing machines. Certain sales contracts require an advance payment (usually 30% of the contract price) which is accounted for as a customer advance. The contractual sales prices are paid either (i) as the manufacturing process reaches specified levels of completion or (ii) based on the shipment date. Guarantees by letter of credit from a qualifying financial institution are required for most sales contracts. Because of the specialized nature of these machines and the period of time needed to complete production and shipping, Lynch Systems accounts for these contracts using the percentage-of-completion accounting method as costs are incurred compared to total estimated project costs (cost to cost basis). At December 31, 2002 and 2001, unbilled accounts receivable (included in accounts receivable) were $0.7 million and $5.3 million, respectively.

commit unanticipated additional resources to complete projects, which have resulted in lower than anticipated profitability or losses on those contracts. We may experience similar situations in the future. Provisions for estimated losses on contracts are made during the period in which such losses become probably and can be reasonably estimated. To date, such losses have not been significant.

Lynch Systems provides a full warranty to world-wide customers who acquire machines. The warranty covers both parts and labor and normally covers a period of one year or thirteen months. Based upon experience, the warranty accrual is based upon three to five percent of the selling price of the machine. The Company periodically assesses the adequacy of the reserve and adjusts the amounts as necessary.

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recorded for deferred tax assets whose realization is not likely. As of December 31, 2002 and December 31, 2001, a valuation allowance of $1.0 million and $0.9 million, respectively, was recorded.

The carrying value of the Company’s net deferred tax assets assumes that the Company will be able to generate sufficient future taxable income in certain tax jurisdictions to realize the value of these assets. If the Company is unable to generate sufficient future taxable income in these jurisdictions, an adjustment may be required to the net carrying value of the deferred tax assets resulting in additional income tax expense in the Company’s consolidated statement of operations. Management evaluates the realizability of the deferred tax assets and assesses the need for any valuation adjustment quarterly.

The Company’s basic and diluted earnings per share are equivalent as the Company has no dilutive securities.

At December 31, 2002, the Company has a stock-based employee compensation plan which is described in Note 9 to the Consolidated Financial Statements — “Stock Options Plans”. The Company accounts for the plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The Company provides pro forma disclosures of the compensation expense determined under the fair value provisions of Financial Accounting Standards Board Statement No. 123, “Accounting for Stock-Based Compensation.” See Notes 1 and 9 to the Consolidated Financial Statements.

liability only when a loss is probably and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies (FAS 5). FIN 45 also requires a guarantor to make significant new disclosures, even when the likelihood of making any payments under the guarantee is remote, which is another change from current practice.

The Company presently guarantees (unsecured) the SunTrust Bank loans of its subsidiary, Lynch Systems, and has guaranteed a Letter of Credit issued to the First National Bank of Omaha on behalf of its subsidiary, M-tron Industries, Inc. (see Note 6 to the Consolidated Financial Statements — “Notes Payable to Banks and Long-term Debt”). These guarantees are subject to FIN 45’s disclosure requirement only. As of December 31, 2002, there were no obligations to the SunTrust Bank. As of December 31, 2002, the $1,000,000 Letter of Credit issued by Fleet Bank to The First National Bank of Omaha was secured by a $1,125,000 deposit in a Fleet Bank Treasury Fixed Income Fund. (See “Restricted Cash” included in Note 1 to the Consolidated Financial Statements.)

There are no other financial, performance, indirect guarantees or indemnification agreements.

In July 2002 the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under SFAS 146, an entity’s commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. SFAS 146 also establishes fair value as the objective for initial measurement of the liability. Severance pay would be recognized over time rather than up front if the benefit arrangement requires employees to render future service beyond a “minimum retention period.” The liability for severance pay would be recognized as employees render service over the future service period, even if the benefit formula used to calculate an employee’s termination benefit is based on length of service. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with earlier application encouraged. The Company will adopt SFAS 146 for exit or disposal activities that are initiated after December 31, 2002.

On December 31, 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS 148”), which amends the disclosure provisions of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) and APBN opinion No. 28, “Interim Financial Reporting” (“APB 28”). SFAS 148 requires expanded disclosures within the Company’s Summary of Significant Accounting Policies and within the Company’s condensed consolidated interim financial information filed on Form 10-Q. SFAS 148’s annual disclosure requirements are effective for the fiscal year ending December 31, 2002. SFAS 148’s amendment of the disclosure requirements of APB 28 is effective for financial reports containing condensed consolidated financial statements for interim periods beginning after December 15, 2002. See Note 10 to the Consolidated Financial Statements — “Shareholders Equity”.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46”). FIN 46 clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003 and to existing variable interest entities in the interim period beginning after June 15, 2003. The Company has not yet completed its assessment of the impact that FIN 46 will have on the Consolidated Financial Statements.

Effective September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated Spinnaker. On September 23, 2002, Lynch disposed of its remaining interest in Spinnaker. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”. Accordingly, Spinnaker results of operations have only been included for nine months in 2001.

Consolidated revenues for the year ended December 31, 2002 were $26.4 million, a reduction of $114.7 million from Fiscal Year 2001, due mainly to the previously described deconsolidation of Spinnaker. Spinnaker’s net sales for the nine month period ending September 30, 2001 of $93.4 million accounted for 81% of the year over year unfavorable revenue variance.

Lynch Systems’ revenues declined by $11.1 million, or 42.5%, to $15.0 million due to low order in-flow. In spite of a substantial increase in quotations, producers of television and computer-monitor screens and other devices that incorporate electronic display did not order glass press machines. Sales of glass press machines and their related spare parts of $13.4 million were $7.3 million less than 2001. In addition, tableware machine sales of $0.7 million were $2.4 million less than last year, reflecting world-wide weaknesses in the glass industry. The remaining reduction of $1.4 million was related to various businesses and due to general weakness in the economy.

Due to these industry weaknesses, Lynch Systems’ backlog declined by $8.0 million from December 31, 2001 to $3.9 million at December 31, 2002. See Note 17 to the Consolidated Financial Statements — “Subsequent Events” relating to increases in the backlog in early 2003.

M-tron’s served market, the infrastructure segment of the telecommunications industry, continued to be deeply depressed by the major correction of world-wide overcapacity caused by the internet bubble. M-tron could not overcome the dramatic reduction in spending by its customers who use M-tron’s quartz crystals and oscillators in their communication and networking equipment. As a result, M-tron suffered a sales decline of $10.2 million, or 47.2%, from $21.6 in 2001 to $11.4 million in 2002. Partly as a result of the Company’s acquisition of Champion Technologies, Inc., described in Note 2 to the Consolidated Financial Statements, M-tron’s December 31, 2002 backlog improved by $0.9 million to $2.3 million from the prior year-end backlog of $1.4 million.

Consolidated operating profit was $16.2 million in 2002, compared to an operating loss of $19.2 million in 2001. Fiscal 2002 operating profit includes a $19.4 million gain on deconsolidation of Spinnaker, while 2001 results included an operating loss of $19.8 million at Spinnaker, which included an asset impairment and restructuring charge of $41.7 million, and a $27.4 million gain on deconsolidation (see Note 1 to the Consolidated Financial Statements — “Basis of Presentation”).

M-tron’s operating loss of $2.6 million was equivalent to the 2001 loss of $2.5 million despite a 47.1% reduction in sales. Personnel reductions throughout 2002 (108 personnel at December 31, 2002 versus 136 personnel at December 31, 2001), and salary rate reductions helped to control costs.

Lynch Systems 2002 operating profit of $0.9 million was less than 2001 by $3.8 million due to $11.1 million, or 42%, less revenue that included the loss of higher margin repair parts business. To help offset the 42% decline in revenue, headcount at Lynch Systems was reduced to 70 at December 31, 2002 from 100 at December 31, 2001.

Investment income of $121,000 at December 31, 2002 represented a reduction of $263,000 from the previous year, of which $184,000 was attributable to Spinnaker. Low interest rates on invested funds was also a factor in reducing investment income.

Interest expense of $201,000 was $7.5 million less than the prior year, primarily due to Spinnaker, which represented $7.4 million of 2001’s interest expense.

Other expense of $92,000 was mainly the result of a $108,000 loss on disposing certain fixed assets at Lynch Systems, offset by foreign exchange gains and fees received from Champion’s lending bank for collecting accounts receivable on its behalf.

Income tax benefit (expense) includes federal, state and local taxes. Because the 2002 gain on deconsolidation in the amount of $19.4 million is non-taxable, the Company incurred a taxable loss of $3.4 million. As a result, the Company recorded a tax benefit of $2.0 million which includes a $0.9 million tax benefit as a result of a capital loss carry-back on the Company’s investment in Spinnaker Industries. This investment was disposed of on September 23, 2002. In spite of a net loss for the year 2001, there was a $358,000 tax expense as Spinnaker’s loss did not provide any tax benefits to Lynch.

There was no minority interest income or losses in 2002. However, minority interests reduced fiscal 2001 losses by $4.0 million as a result of losses at Spinnaker that were allocable to the minority interests to the extent of their investment in Spinnaker.

Net income for the year ended December 31, 2002 was $18.0 million, or $11.99 per share, which compared to a net loss of $22.9 million or ($15.24) per share for the same period of 2001. 2002 net income of $18.0 million was due primarily to the $19.4 million gain on the final deconsolidation of Spinnaker Industries.

The net loss for the year ended December 31, 2001 of $22.9 million was due primarily to Spinnaker’s 9 month loss of $54.5 million that was partly offset by the $27.4 million that gain on deconsolidation. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.

Total backlog of manufactured products at December 31, 2002 was $6.2 million, which represents a decrease of $7.2 million from the comparable backlog of $13.4 million at December 31, 2001. Not included in this backlog is $1.3 million and $1.5 million at December 31, 2002 and 2001 respectively, representing a payment from a customer for a glass press order at Lynch Systems which was subsequently cancelled. The customer can use this amount for future orders and, if not utilized, will be forfeited to Lynch Systems in 2003. The backlog at Lynch Systems declined sharply from $12.0 million to $3.9 million due to depressed demand from the CRT and tableware industries (see Note 17 to the Consolidated Financial Statements — “Subsequent Events”). Meanwhile, the backlog at M-tron increased to $2.3 million from $1.4 million due to the acquisition of Champion Technologies, Inc. in October 2002.

Revenues for the year ended December 31, 2001 were $141.1 million, a reduction of $78.1 million from Fiscal Year 2000. Spinnaker’s net sales for the nine month period ending September 30, 2001 were $93.4 million, compared to $155.7 million for the full year in 2000. The decrease in Spinnaker net sales for 2001 was mainly attributable to lower selling prices due to excess capacity and depressed demand caused by the weakened general economy as well as the deconsolidation at September 30, 2001. Another contributing factor was the shutdown of Spinnaker’s facility in Maine in the first quarter of 2001.

Lynch Systems’ revenues increased by 10% to $26.1 million due to increased order flow and sales of glass press machines used mainly by the producers of television and computer-monitor screens and other devices that incorporate electronic display. M-tron’s served market, the infrastructure segment of the telecommunications industry, was deeply depressed by the major correction of overcapacity caused by the internet bubble.

M-tron could not overcome the dramatic reduction in spending by its customers and suffered a sales decline from $39.8 million in 2000 to $21.6 million in 2001.

Operating loss for 2001 was $19.2 million compared to an operating loss of $5.0 million in 2000. Spinnaker’s nine-month operating loss was $47.3 million compared to an operating loss of $9.5 million in 2000. Spinnaker’s operating results primarily reflect lower operating margins due to lower selling prices attributable to excess capacity and a weak general economy. Spinnaker recognized restructuring charges affiliated with its Coating business, during the first nine months of 2001 of $38.3 million compared to $2.7 million in 2000. The 2001 restructuring charge was for the closing of the Spinnaker Coating facility in Westbrook, Maine. Non-cash asset impairment charges of $36.8 million (goodwill $20.8 million; fixed assets $16.0 million) accounted for the majority of the $38.3 million restructuring cost. The Company also recorded a $27.4 million gain on deconsolidation of Spinnaker as discussed in Note 1 to the Consolidated Financial Statements. Subsequent to the Company’s deconsolidation of Spinnaker, Spinnaker filed for Chapter 11 bankruptcy protection in November, 2001.

M-tron’s operating profit declined by $5.9 million from a profit of $3.3 million to a loss of $2.6 million. In spite of a 54 percent reduction in headcount and a further curtailment in hours worked, M-tron could not compensate for the 46 percent reduction in sales and lower selling prices. M-tron’s 2000 and 2001 profits were also impacted by IPO/ Rights offering costs of $341,000 and $266,000, respectively. M-tron’s 2001 earnings were also reduced by a product issue with a long time contract manufacturer. M-tron provided reserves for this product issue totaling $295,000 at December 31, 2001. In addition, M-tron wrote down its inventories by $675,000 due to the sudden drop in demand that started in March, 2001. Lynch Systems operating profit increased by $1.9 million to $4.8 million due to increased order volume and cost controls that enabled Lynch Systems to improve its return on sales by 6 percentage points.

Investment income decreased by $1.1 million (all attributable to Spinnaker) caused by lower investment earnings rates, the 9-month versus 12-month comparison, and less cash invested.

Interest expense of $7.8 million was $3.6 million less than the prior year primarily due to reduced debt at Lynch Systems, the 9-month versus 12-month comparison at Spinnaker, and lower borrowing rates.

Income tax benefit (expense) includes federal, state and local taxes. In spite of a net loss for the year 2001, there was a $358,000 tax expense as Spinnaker’s loss does not provide any tax benefits to Lynch. Factors resulting in this tax, and factors that reduced the year 2000 effective tax rate to 16% include provisions for contingencies, state income taxes, goodwill amortization, a valuation allowance for deferred taxes, and our foreign sales corporation.

Minority interests, reduced losses by $4.0 million as a result of losses at Spinnaker that were allocable to the minority interests to the extent of their investment in Spinnaker, and profits of $0.1 million for the minority interest in Lynch AMAV.

Net loss for the year ended December 31, 2001 was $22.9 million, or ($15.24) per share, which compares to the net loss of $3.4 million, or ($2.31) per share, for the same period of 2000, and was due primarily to Spinnaker’s 9 month loss of $54.5 million that was partly offset by the $27.4 million gain on deconsolidation. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.

Total backlog of manufactured products at December 31, 2001 (excluding Spinnaker) was $13.4 million, which represents a decrease of $12.5 million from the comparable backlog of $25.9 million at December 31, 2000. Not included in this backlog is $1.5 million and $2.2 million at December 31, 2001 and 2000 respectively, representing a payment from a customer for a glass press order at Lynch Systems which was subsequently cancelled. The customer can use this amount for future orders and, if not utilized, will be forfeited to Lynch Systems. The backlog at Lynch Systems declined slightly from $13.5 million to $12.0 million. Meanwhile, the backlog at M-tron decreased to $1.4 million from $12.4 million due to the

dramatic reduction in buying by OEM suppliers to the telecommunications sector which started in March, 2001.

The discussion below excludes the impact of Spinnaker, which was deconsolidated at September 30, 2001 and disposed of in September 2002 as discussed in Note 1 to the Consolidated Financial Statements — “Basis of Presentation”. Thus, the discussion below reflects liquidity and capital resource matters for the Company’s remaining consolidated subsidiaries at December 31, 2002 and December 31, 2001.

At December 31, 2002, the Company had current assets of $18.2 million and current liabilities of $10.2 million. Working capital was therefore $8.0 million as compared to $9.6 million at December 31, 2001. The ratio of current assets to current liabilities was 1.79 to 1.00 at December 31, 2002, as compared to 1.59 to 1.00 ratio at December 31, 2001, an improvement of 0.20 to 1.00. Customer advances (current liability) declined $5.6 million, essentially offsetting the $6.3 million reduction in trade receivables (current assets).

Cash provided by operating activities was approximately $3.6 million in 2002 compared to cash provided of approximately $10.2 million in 2001, primarily resulting from operating losses.

Capital expenditures, on a comparable basis, were $0.2 million in 2002 and $0.6 million in 2001. The Company anticipates that it will have sufficient cash flow from operations and borrowing availability under various credit facilities at the subsidiaries to fund near-term capital expenditures.

At December 31, 2002, total debt of $4.1 million was $0.8 million more than total debt at December 31, 2001 of $3.3 million. The increase in debt is primarily due to a $1.1 million increase in M-tron’s 2002 revolving credit loan that was used to finance operating losses and purchase certain Champion Technology, Inc. assets. (See Note 2 to the Consolidated Financial Statements — “Acquisitions”.) Debt outstanding at December 31, 2002 included $0.9 million of fixed rate debt at an 5.6% interest rate, and $3.2 million of variable rate debt (year end 2002 average rate of 4.7%). On May 30, 2002, Lynch Systems entered into an agreement with a bank for a $7 million line of credit to be used for the issuance of standby letters of credit and/or up to $2 million revolving credit. This line of credit is secured by accounts receivable and inventories. Amounts available under this line of credit will be used to fund letters of credit securing customer advances, certain warranty coverages and working capital. On August 31, 2002, M-tron entered into an amended credit agreement with its bank to set its revolving loan credit line at $3.0 million.

Restrictions on dividends under the M-tron loan with First National Bank of Omaha disallow distributions to the parent company without consent of the bank. Lynch Systems, under its loan with Sun Trust Bank, may pay a cash dividend to the parent company equal to 50% of LS’s net income for the prior fiscal year. Under the M-tron loan agreement, advances to the parent company are disallowed without the prior written consent of the lending bank. Under its loan agreement, LS may pay an annual management fee to the parent company in an amount not to exceed $250,000. In addition, LS may reimburse the parent company for expenses and taxes paid by the parent on behalf of LS.

The M-tron revolving credit agreement matures on April 30, 2003. The Company and M-tron are currently in negotiations with First National Bank of Omaha to renew the line of credit.

At December 31, 2002, the Company’s total cash, cash equivalents and investments in marketable securities total $8.0 million (including $1.1 million of restricted cash). In addition, the Company had a consolidated total $2.0 million borrowing capacity under LS’s revolving line of credit. Therefore, gross cash and securities and availability under the Lynch Systems loan total $10 million and exceed the outstanding debt of $4.1 million by $5.9 million. In the near term, the Company expects to receive a $0.5 million cash tax benefit through carry-backs for prior periods operating losses. The Company presently does not guarantee M-tron’s bank debt. The parent company has provided an unsecured guarantee of Lynch Systems debt to Sun Trust Bank.

Funding for the Champion transaction was provided by the South Dakota Board of Economic Development (funded on January 2, 2003), Yankton Area Progressive Growth, Inc. and the Areawide

Business Council in the amount of $296,000, $250,000, and $100,000 respectively. These loans, which total $646,000 are secured by M-tron’s real estate and have maturity dates of December 19, 2007; April 21, 2005; and November 10, 2007 respectively. Principal payments under three loans will total $133,000 in 2003. The average interest rate in 2003 for these fixed rate loans will be 2.23%. (See Note 6 to the Consolidated Financial Statements — “Notes Payable to Bank and Long-term Debt”).

The Board of Directors has adopted a policy of not paying cash dividends, a policy which is reviewed annually. This policy takes into account the long term growth objectives of the Company, especially its acquisition program, shareholders’ desire for capital appreciation of their holdings and the current tax law disincentives for corporate dividend distributions. Accordingly, no cash dividends have been paid since January 30, 1989 and none are expected to be paid in 2003. (See Note 6 to the Consolidated Financial Statements — “Notes Payable to Banks and Long Term Debts” — for restrictions on the companies assets).

Details of the Company’s contractual obligations for long-term debt and losses are as follows (see Notes 6 and 14 to the Consolidated Financial Statements):

The Company is exposed to market risk relating to changes in the general level of U.S. interest rates. Changes in interest rates affect the amounts of interest earned on the Company’s cash equivalents and short-term investments (approximately $7.1 million at December 31, 2002). The Company generally finances the debt portion of the acquisition of long-term assets with fixed rate, long-term debt. The Company does not use derivative financial instruments for trading or speculative purposes. Management does not foresee any significant changes in the strategies used to manage interest rate risk in the near future, although the strategies may be reevaluated as market conditions dictate. There has been no significant change in market risk since December 31, 2002.

Since the Company’s international sales are in U.S. Dollars, there is no monetary risk.

At December 31, 2002, approximately $3.2 million of the Company’s debt bears interest at variable rates. Accordingly, the Company’s earnings and cash flows are slightly affected by changes in interest rates. Assuming the current level of borrowings for variable rate debt, and assuming a two percentage point increase in the 2002 average interest rate under these borrowings, it is estimated that the Company’s interest expense would change by less than $0.1 million. In the event of an adverse change in interest rates, management would take actions to further mitigate its exposure.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, investments, and trade accounts receivable.

The Company maintains cash and cash equivalents and short-term investments with various financial institutions. These financial institutions are located throughout the country and the Company’s policy is designed to limit exposure to any one institution. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. Other than certain accounts receivable, the Company does not require collateral on these financial instruments. In relation to export sales, the Company requires letters of credit supporting a significant portion of the sales price

prior to production to limit exposure to credit risk. The Company maintains an allowance for doubtful accounts at a level that management believes is sufficient to cover potential credit losses.

Certain subsidiaries and business segments of the Company sell to industries that are subject to cyclical economic changes. Any downturns in the economic environment would have a financial impact on the Company and its consolidated subsidiaries and may cause the reported financial information herein not to be indicative of future operating results, financial condition or cash flows.

Future activities and operating results may be adversely affected by fluctuating demand for capital goods such as large glass presses, delay in the recovery of demand for components used by telecommunications infrastructure manufacturers, disruption of foreign economies and the inability to renew or obtain new financing for expiring loans.

The information required by this Item 7A is included under the caption “Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7.

The information required by this Item 10 is included under the caption “Executive Officers of the Registrant” in Item 1 hereof and included under the captions “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in Registrant’s Proxy Statement for its Annual Meeting of Shareholders for 2003, which information is incorporated herein by reference.

The Registrant’s audit committee chairman, Mr. Anthony R. Pustorino, is an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K. Mr. Pustorino is “independent” as defined in the American Stock Exchange Listing Standards.

The Registrant has adopted a code of ethics, within the meaning of Item 406(b) of Regulation S-K, which applies to its Chief Executive Officer and Chief Financial Officer. A copy of the code of ethics is filed as an Exhibit to this annual report.

The information required by this Item 11 is included under the captions “Compensation of Directors,” “Executive Compensation,” “Executive Compensation and Benefits Committee Report on Executive Compensation” and “Performance Graph” in Registrant’s Proxy Statement for its Annual Meeting of Shareholders for 2003, which information is incorporated herein by reference.

The information required by this Item 12 is included under the caption “Security Ownership of Certain Beneficial Owners and Management,” in the Registrant’s Proxy Statement for its Annual Meeting of Shareholders for 2003, which information is included herein by reference.

The information required by this Item 13 is included under the caption “Executive Compensation”, and “Transactions with Certain Affiliated Persons” in the Registrant’s Proxy Statement for its Annual Meeting of Shareholders for 2003, which information is included herein by reference.

Within the 90-day period prior to the filing of this report, Lynch management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rule 13a-14(c). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the date of that evaluation. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.


	The Report of Independent Auditors and the following Consolidated Financial Statements of the Company are included herein:

	Consolidated Balance Sheets at December 31, 2002 and 2001

	Consolidated Statements of Operations — Years ended December 31, 2002, 2001 and 2000

	Consolidated Statements of Shareholders’ Equity — Years ended December 31, 2002, 2001, and 2000

	Consolidated Statements of Cash Flows — Years ended December 31, 2002, 2001, and 2000

	Notes to Consolidated Financial Statements


	(2) Financial Statement Schedules as of December 31, 2002 and 2001 and for the three years ended December 31, 2002:


	Schedule I — Condensed Financial Information of Registrant

	Schedule II — Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, and therefore have been omitted.

(b) Reports on Form 8-K: A report on Form 8-K was filed on October 1, 2002 describing Lynch’s disposition of its entire remaining shareholdings in Spinnaker.


	10(z) — Amended and Restated Credit Agreement by and between Lynch Systems, Inc. and SunTrust Bank dated as of June 10, 2002.

	10(aa) — Unlimited Continuing Guaranty Agreement by Guarantor, Lynch Corporation, dated June 10, 2002.


	10(bb) — Restated Loan and Security Agreement by and between M-tron Industries, Inc. and First National Bank of Omaha dated August 31, 2001.

	10(cc) — First Amendment to Restated Loan and Security Agreement by and between M-tron Industries, Inc. and First National Bank of Omaha dated August 31, 2002.

	14 — Business Conduct (Ethics) Policy.

	21 — Subsidiaries of the Registrant.

	23 — Consent of Ernst & Young LLP.

	24 — Powers of Attorney.

We have audited the accompanying consolidated balance sheets of Lynch Corporation and subsidiaries (“Lynch Corporation” or the “Company”) as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedules listed in the index at Item 15(a). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Lynch Corporation and subsidiaries at December 31, 2002 and 2001 and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statements schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects, the information set forth therein.

Effective September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated Spinnaker. On September 23, 2002, the Company disposed of its remaining interest in Spinnaker. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.


	*	Effective September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated Spinnaker. On September 23, 2002, the Company disposed of its remaining interest in Spinnaker. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.

Lynch Corporation (the “Company” or “Lynch”) is a diversified holding company with subsidiaries engaged in manufacturing primarily in the United States. The Company has two wholly-owned subsidiaries, Lynch Systems, Inc. (“Lynch Systems”) and M-tron Industries, Inc. (“M-tron”) and until September 23, 2002 an investment in Spinnaker Industries, Inc. (“Spinnaker”); see discussion below. Information on the Company’s operations by segment and geographic area is included in Note 15 — “Segment Information”.

Prior to September 30, 2001, the Company owned 47.6% of the equity of Spinnaker (60.4% voting control), an entity engaged in the manufacture of adhesive-backed material. Under accounting principles generally accepted in the United States, Spinnaker was a consolidated entity and the Company was required to record all of the losses of Spinnaker since the non-Company investors interests were not required to absorb their share of the losses (52.4%) after their investment was fully absorbed by losses (which occurred in the first quarter of 2001).

Effective September 30, 2001, the Company donated 430,000 shares of Spinnaker Class A common stock to a university on whose board several of the Company’s executives serve as Trustees, thereby relinquishing control of such securities. This resulted in the reduction of the Company’s ownership and voting interests in Spinnaker to 41.8% and 49.5%, respectively. As a result, effective September 30, 2001, the Company deconsolidated Spinnaker and prospectively accounted for its ownership of Spinnaker using the equity method of accounting. On September 23, 2002, the Company disposed of its remaining investment in Spinnaker (See Note 8 to the Consolidated Financial Statements — “Spinnaker Industries, Inc.”).

As a result, the Company’s results of operations include the operating results of Spinnaker through September 30, 2001 (date of deconsolidation). The balance sheet at December 31, 2002 and 2001 does not contain the assets and liabilities of Spinnaker due to the deconsolidation. This deconsolidation resulted in a non-cash gain of $27,406,000 being recorded on September 30, 2001 to reduce the Company’s negative investment in Spinnaker to $19,420,000. This remaining interest, which represents losses in excess of investment, was recorded as a deferred credit on the Company’s balance sheet until the Company disposed of its remaining interests in Spinnaker on September 23, 2002. This deferred credit of $19.4 million was recognized in earnings in 2002.

The consolidated financial statements include the accounts of Lynch Corporation and entities in which Lynch had majority voting control. All material intercompany transactions and accounts have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash equivalents consist of highly liquid investments with a maturity of less than three months when purchased.

At December 31, 2002 and 2001, assets of $2.2 million and $2.1 million, which are classified as cash and cash equivalents, are invested in United States Treasury money market funds for which affiliates of the Company serve as investment managers to the respective funds.

At December 31, 2002 and 2001, the Company had $1.1 million and $4.7 million of Restricted Cash, respectively. (See Note 6 to the Consolidated Financial Statements — “Notes Payable to Banks and Long-term Debt”). The $1.1 million restricted cash at December 31, 2002 secures a Letter of Credit issued to the Bank of Omaha as collateral for M-tron’s loans. The $4.7 million restricted cash at December 31, 2001 was for customer machine deposits at Lynch Systems that were restricted under the loan agreement in place at that time.

The following is a summary of marketable securities held by the Company (in thousands):

The Company has a margin liability against this investment of $251,000 which must be settled upon the disposition of the related securities whose fair value is based on quoted market prices. The Company has designated these investments as available for sale pursuant to Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities”.

accurately the losses for doubtful accounts and ensure that payments are received on a timely basis could have a material adverse effect on our business, financial condition, and results of operations.

Property, plant and equipment are recorded at cost less accumulated depreciation and include expenditures for additions and major improvements. Maintenance and repairs are charged to operations as incurred. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 5 years to 35 years for buildings and for 3 to 10 years for other fixed assets. Property, plant, and equipment are periodically reviewed for indicators of impairment. If any such indicators were noted, the Company would assess the appropriateness of the assets carrying value and record any impairment at that time.

Revenues, with the exception of certain long-term contracts discussed below, are recognized upon shipment when title passes. Shipping costs are included in manufacturing cost of sales.

The percentage of completion method is used since reasonably dependable estimates of the revenues and costs applicable to various stages of a contract can be made, based on historical experience and milestones set in the contract. Financial management maintains contact with project managers to discuss the status of the projects and, for fixed-price engagements, financial management is updated on the budgeted costs and required resources to complete the project. These budgets are then used to calculate revenue recognition and to estimate the anticipated income or loss on the project. In the past, we have occasionally been required to commit unanticipated additional resources to complete projects, which have resulted in lower than anticipated profitability or losses on those contracts. We may experience similar situations in the future. Provisions for estimated losses on contracts are made during the period in which such losses become probably and can be reasonably estimated. To date, such losses have not been significant.

Lynch Systems provides a full warranty to world-wide customers who acquire machines. The warranty covers both parts and labor and normally covers a period of one year or thirteen months. Based upon

experience, the warranty accrual is based upon three to five percent of the selling price of the machine. The Company periodically assesses the adequacy of the reserve and adjusts the amounts as necessary.

Research and development costs are charged to operations as incurred. Such costs were $944,000, $1,772,000, and $1,603,000, in 2002, 2001, and 2000, respectively.

The cost of advertising is expensed as incurred. The Company incurred $197,000, $177,000, and $472,000 in advertising costs during 2002, 2001 and 2000, respectively.

The Company’s basic and diluted earnings per share are equivalent as the Company has no dilutive securities.

At December 31, 2002, the Company has a stock-based employee compensation plan which is described in Note 9 to the Consolidated Financial Statements — “Stock Options Plans”. The Company accounts for the plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to or above the market value of the underlying common stock on the date of grant. The Company provides pro forma disclosures of the compensation expense determined under the fair value provisions of Financial Accounting Standards Board Statement No. 123, “Accounting for Stock-Based Compensation” as follows.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The Company’s pro forma information follows (in thousands, except for earnings per share information):

The Company reports segment information in accordance with Statement of Financial Accounting Standards No. 131, “Disclosures About Segments of an Enterprise and Related Information” (SFAS 131). SFAS No. 131 requires companies to report financial and descriptive information for each operating segment based on management’s internal organizational decision-making structure. See Note 15 to the Consolidated Financial Statements — “Segment Information” — for the detailed presentation of business segments report.

The Company accounts for impairments of long-lived assets in accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company periodically assesses the net realizable value of its long-lived assets and evaluates such assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For assets to be held and used, impairment is determined to exist if estimated undiscounted future cash flows are less than the carrying amount. For assets to be disposed of, impairment is determined to exist if the estimated net realizable value is less than the carrying amount. If indicators of impairment are present, and we do not expect the estimated undiscounted cash flows to be derived from the related assets to be sufficient to recover the asset’s carrying amount, an impairment loss is charged to expense in the period identified based upon the difference between the carrying amount and the discounted cash flows. The rates that would be utilized to discount the net cash flows to net present value would take into account the time value of money and investment risk factors. See Note 3 to the Consolidated Financial Statements — “Asset Impairment and Restructuring Charges” — regarding Spinnaker’s restructuring costs for fiscal years 2001 and 2000.

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141, “Business Combinations” (“FAS 141”), and Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”). FAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. FAS 141 also includes guidance on the initial recognition and measurement of goodwill and intangible assets arising from business combinations completed after June 30, 2001. FAS 142 requires that these assets be reviewed for impairment at least annually. Intangible assets with finite lives will continue to be amortized over their estimated useful lives. Additionally, FAS 142 requires that goodwill included in the carrying value of equity method investments no longer be amortized. Note that the Company does not have any indefinite-lived intangibles.

Cash and cash equivalents, trade accounts receivable, short-term borrowings, trade accounts payable and accrued liabilities are carried at cost which approximates fair value due to the short-term maturity of these instruments. The carrying account of the Company’s borrowings under its revolving lines of credit approximates fair value, as the obligations bear interest at a floating rate. The fair value of other long-term obligations approximates cost based on borrowing rates for similar instruments.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, investments and trade accounts receivable.

Certain amounts in the 2001 and 2000 financial statements have been reclassified to conform to the 2002 presentation. These other reclassifications are immaterial to the consolidated financial statements taken as a whole.

In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Indebtedness of Others. FIN 45 will significantly change current practice in the accounting for, and disclosure of, guarantees. FIN 45 requires certain guarantees to be recorded at fair value, which is different from current practice, which is generally to record a liability only when a loss is probably and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies (FAS 5). FIN 45 also requires a guarantor to make significant new disclosures, even when the likelihood of making any payments under the guarantee is remote, which is another change from current practice.

There are no other financial, performance, indirect guarantees or indemnification agreements.

In July 2002 the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS 146”), which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under FAS 146, an entity’s commitment to a plan, by itself, does not create an obligation that meets the definition of a liability. FAS 146 also establishes fair value as the objective for initial measurement of the liability. Severance pay would be recognized over time rather than up front if the benefit arrangement requires employees to render future service beyond a “minimum retention period.” The liability for severance pay would be recognized as employees render service over the future service period, even if the benefit formula used to calculate an employee’s termination benefit is based on length of service. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with earlier application encouraged. The Company will adopt SFAS 146 for exit or disposal activities that are initiated after December 31, 2002.

financial statements for interim periods beginning after December 15, 2002. See Note 10 to the Consolidated Financial Statements — “Shareholders’ Equity”.

On October 18, 2002, the Company’s subsidiary, M-tron Industries, Inc., acquired certain assets of an industry competitor, Champion Technologies, Inc., from U.S. Bank in a transaction accounted for as a purchase. Champion’s product line includes crystals, clock oscillators, specialized crystal oscillators, and timing solutions. The $850,000 purchase price included inventories, fixed assets, and the customer orders backlog. There were no assumed liabilities in this transaction. A 7.5% royalty will be applicable to certain sales through December 31, 2004. Financing for this transaction includes $646,000 in new loans from State and local agencies and a $200,000 parent Company cash infusion (See Note 6 to the Consolidated Financial Statements — “Notes Payable to Banks and Long-term Debt”).

The purchase price was allocated to the acquired assets based on their estimated fair value at the date of acquisition to Current Assets and Property, Plant & Equipment in the amounts of $558,000 and $292,000, respectively.

Prior to the deconsolidation of Spinnaker on September 30, 2001 (see Note 1 to the Consolidated Financial Statements — “Basis of Presentation”), the Company recognized certain restructuring charges in 2001 and 2000 related to Spinnaker, totaling $41.8 million and $2.8 million respectively. The charges resulted from (a) the write-down to estimated fair market value of fixed assets to be taken out of service and held for sale or disposal of $16.0 million; (b) impairment of goodwill associated with the acquisition of Coating — Maine of $20.8 million; (c) severance and related costs of $1.5 million; and (d) inventory write-downs of $3.5 million (recorded through manufacturing costs of sales).

On April 9, 1999, Spinnaker entered into a definitive agreement to sell its industrial tape segment to Intertape Polymer Group, Inc. for approximately $105 million and five-year warrants to purchase 300,000 shares of Intertape common stock (New York Stock Exchange Symbol “ITP”) at an exercise price of $29.50 per share. At the time, the warrants were valued at approximately $3.0 million using the Black-Scholes option pricing model. At December 31, 2000, the fair value of the warrants was approximately $0.2 million, accordingly, in accordance with SFAS No. 121, Spinnaker recognized an impairment loss of $2.8 million as a result of the decline during the third and fourth quarters of 2000 in the market value of the stock associated with the warrants which were recorded in other assets. Upon deconsolidation of Spinnaker in September, 2001, these warrants were no longer outstanding. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.

On August 12, 1999, the Board of Directors approved a plan to distribute the stock of Lynch Interactive Corporation on a one for one basis to the shareholders of Lynch Corporation (“spin off”). Lynch completed

the spin off of Lynch Interactive Corporation (“Interactive”) on September 1, 1999, to stockholders of record on August 23, 1999.

Lynch Interactive and Lynch have entered into certain agreements governing various ongoing relationships, including the provision of support services and a tax allocation agreement. The tax allocation agreement provides for the allocation of tax attributes to each company as if it had actually filed with the respective tax authority. At the spin off, the employees of the corporate office of Lynch Corporation became the employees of Lynch Interactive Corporation and Lynch Interactive Corporation began providing certain support services to Lynch. The Company was charged a management fee for these services amounting to approximately $180,000 and $265,000 in 2001 and 2000, respectively. Note that this arrangement was terminated in August, 2001.

Current cost exceeded the LIFO value of inventories by $1,212,000 and $991,000 at December 31, 2002 and 2001, respectively.

On a consolidated basis, at December 31, 2002, Lynch maintains short-term credit facilities totaling $10.0 million, of which $7.0 million was available for future borrowings, including up to $2.0 million for working capital and/or up to $7.0 million for Letters of Credit. These facilities generally limit the credit available under the lines of credit to certain variables, such as inventories and receivables, and are secured by the operating assets of the respective subsidiary borrower, and include various financial covenants which currently restrict the transfer of substantially all the assets of the subsidiaries. At December 31, 2002, the revolving credit facilities expire within one year. The weighted average interest rate for short-term borrowings at December 31, 2002 and 2001 was 5.2% and 5.0%, respectively. Cash of $1.1 million at December 31, 2002 has been disclosed as restricted as required under an outstanding Letter of Credit issued by Fleet Bank for the benefit of First National Bank of Omaha.

Lynch Systems finalized the loan agreement with SunTrust Bank on May 30, 2002, effective June 10, 2002. The lender has provided a $7 million Line of Credit which can be used entirely for stand-by Letters of Credit to secure customer advances and certain warranty coverages or up to $2 million for domestic revolving credit to finance working capital within the $7 million line. The Lynch Systems Line of Credit is secured by accounts receivable and inventories and bears an interest rate of one month LIBOR plus 2.0%. At December 31, 2002, there were no Letters of Credit or Working Capital Loans outstanding under this Line of Credit. The new credit line has a May 30, 2003 maturity date, and includes an unsecured parent company guaranty.

The Lynch Systems mortgage loan dated August 1998 with First Port City Bank in the original amount of $700,000 is payable in full in the amount of $544,000 in August 2003. Lynch Systems expects to renew this mortgage loan in the near future with First Port City at more favorable terms than the present 8% fixed rate.

M-tron’s revolving credit agreement was renewed on August 31, 2002 with an April 30, 2003 maturity date. A parent company cash infusion of $500,000 and a $1 million parent company Letter of Credit were necessary to obtain the $3 million credit line at M-tron’s long-time lender, First National Bank of Omaha. The Letter of Credit is secured by the Company’s $1.1 million deposit in a Fleet Bank Treasury Fixed Income Fund. The Line of Credit is secured by accounts receivable and inventories and carries an interest rate equal to the First National Bank of Omaha’s national prime rate with a minimum rate of 4.75%. At December 31, 2002, borrowings under this line totaled $2,228,000, with $7,000 additional availability.

First National Bank of Omaha previously extended a $1,200,000 commercial loan to M-tron of which $1,001,000 was outstanding on December 31, 2002. Interest is at the bank rate, monthly payments totaling $18,000 and a $765,000 balloon payment due in September 2004.

In conjunction with the acquisition of Champion in October of 2002, M-tron entered into loan arrangements with two Yankton, South Dakota agencies to provide $350,000 at a weighted average interest rate of 1.6%. $250,000 was provided by Yankton Area Progressive Growth, Inc. at a 0% interest rate and $100,000 was provided by the Areawide Business Council, Inc. at a 5.5% interest rate. $275,000 of this financing is due in the next three years. Aggregate principal maturities of this debt for each of the next five years are as follows: 2003 — $108 thousand; 2004 — $108 thousand; 2005 — $59 thousand; 2006 — $10 thousand; and $65 thousand in 2007. M-tron’s real estate is security for these local agency loans as well as the South Dakota State loan. (See Note 17 to the Consolidated Financial Statements — “Subsequent Events” — for 2003 financing applicable to the Champion Technologies transaction.)

The M-tron revolving credit agreement matures on April 30, 2003 and the Company intends to refinance the debt with First National Bank of Omaha.

At December 31, 2002, the Company’s total cash, cash equivalents and investments in marketable securities total $8.0 million (including $1.1 million of restricted cash). In addition, the Company had a $2.0 million borrowing capacity under LS’s revolving line of credit. Therefore, gross cash and securities and availability under the Lynch Systems loan total $10 million and exceed the outstanding debt of $4.1 million by $5.9 million. In the near term, the Company expects to receive a $0.5 million cash tax benefit through carry-backs for prior periods for operating losses. The Company presently does not guarantee M-tron’s bank debt. The parent company has provided an unsecured guarantee for Lynch Systems debt to Sun Trust Bank.

Cash payments for interest were $272,000, $2.0 million and $10.4 million for the years ended December 31, 2002, 2001 and 2000, respectively. Interest payments in 2002 are substantially below 2001 and 2000 because the prior years included Spinnaker.

Aggregate principal maturities of long-term debt for each of the next five years are as follows: 2003 — $832 thousand; 2004 — $956 thousand; 2005 — $59 thousand; 2006 — $9 thousand; and $65 thousand in 2007.

On June 13, 2002, the Company acquired the remaining 25% interest in Lynch AMAV, LLC, a joint venture between Frank Haepe and Lynch International Holding Corporation, by paying $220,000 and by settling certain other obligations, resulting in a $90,000 purchase price adjustment. This definite-lived intangible is included in the Company’s balance sheet in Other Assets and is subject to amortization over the next two years.

Pursuant to a plan or reorganization, the German-based AMAV location was shutdown and its operations, as well as Mr. Haepe, relocated to the Lynch Systems plant in Bainbridge, Georgia. As a result, the Company recorded $69,000 severance cost in June, 2002 for the termination of six employees.

Pursuant to a subscription agreement entered into on March 11, 2000, the Company sold 100,000 shares of its Common Stock to Mario J. Gabelli, Chairman of the Company at that time and current Vice-Chairman of the Company, for $30 per share, in cash, or $3 million in total, which represented a premium of 14.6% above the closing price of $26.125 per share of the stock on the American Stock Exchange on March 9, 2000, the date said sale was authorized by the Board of Directors. The sale was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The proceeds were available for general corporate purposes, including possible acquisitions. The sale was ratified by the shareholders of the Company at its Annual Meeting held on May 11, 2000.

Mr. Gabelli is affiliated with various entities which he directly or indirectly controls and which are engaged in various aspects of the securities business. During 2002, the Company and its subsidiaries engaged in various transactions with certain of these entities and the amount of commissions, fees, and other remunerations paid to such entities, excluding reimbursement of certain expenses related to Mr. Gabelli’s employment by the Corporation, was not material.

On October 1, 2001, the Company transferred its principal executive offices to Providence, Rhode Island from Rye, New York. These offices are shared with Avtek, Inc. (“Avtek”) a private holding company controlled by Mr. Papitto (Company Chairman). Since August 2001, Avtek and the Company have shared, on an approximately equal basis, (i) all occupancy costs of the shared premises and (ii) the salary expense of certain persons employed by Avtek at the premises (including Mr. McGrail, the Company’s President and Chief Operating Officer and Mr. Keller, the Company’s Chief Financial Officer, and other administrative and clerical personnel) whose services are provided to both the Company and Avtek. The Company’s share of such occupancy and salary costs was $231,500 in 2002 and $73,000 in partial year 2001, a portion of which represents compensation to Mr. McGrail and Mr. Keller that is reported in the Summary Compensation Table of the Proxy Statement.

In the opinion of management, the method of allocating these costs was reasonable; however, the costs of these services allocated to the Company are not necessarily indicative of the costs that would have been included on a stand alone basis.

Effective July 31, 2001, Louis A. Guzzetti, Jr. resigned from the Board of Directors of the Company. In connection with Mr. Guzzetti’s resignation, on August 9, 2001, the Company purchased 12,300 shares of its Common Stock for its treasury from Mr. Guzzetti for a purchase price of $396,204. Such purchase price was equal to the outstanding principal amount and unpaid interest on the loans made by the Company to Mr. Guzzetti on June 5, 2000 and September 20, 2000 to finance his original purchase of such Common Stock. Mr. Gabelli’s loan to the Company in the amount of $371,000 to fund the loan to Mr. Guzzetti, which was issued in September, 2000 at an initial interest rate of 7.5% per annum adjusted prospectively on each interest payment date to two points below the prime rate, was repaid to Mr. Gabelli by the Company on August 10, 2001.

On September 23, 2002, Lynch disposed of its remaining interest in Spinnaker for nominal consideration and completed the deconsolidation that commenced on September 30, 2001. The net result was the recording of a non-cash gain on deconsolidation of $19.4 million in 2002 and $27.4 million in 2001. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.

On May 2, 2002, the Company’s shareholders approved the 2001 Equity Incentive Plan and the issuance of up to 300,000 options to purchase shares of Company common stock to certain employees of the Company, of which 228,000 options were granted (subject to shareholder approval) at $17.50 per share on December 10, 2001. Shareholders approval was obtained on May 2, 2002. These options have lives of five to ten years. 196,000 of these options are fully vested, with the remaining options vesting quarterly over the next two years.

Pro forma information regarding net income and earnings per share is required by SFAS 123, which requires that the information be determined as if the Company has accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2002 (no options outstanding in 2001 or 2000) risk-free interest rate of 5.3%; dividend yield of 0.0%; volatility factors of the expected market price of the Company’s common stock of .49 and weighted-average expected life of the option of 10 years. See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”.

At the Annual Meeting of Stockholders of the Registrant held on May 2, 2002, the Stockholders approved an amendment to the Restated Articles of Incorporation of Registrant that effected a change of all 10,000,000 shares of Registrant’s authorized Common Stock from shares without par value into shares having a par value of $0.01 per share for all purposes, without otherwise changing the designations, rights, preferences, or limitations of such shares and without increasing or decreasing the number of such shares. As a result, common stock at par value is now valued at $15,000 resulting in a $5.1 million reclassification to additional paid-in capital.

The Board of Directors previously authorized the purchase of up to 400,000 shares of Common Stock. Through December 31, 2000, 238,991 shares had been purchased at an average cost of $14.88 per share. There were no purchases in 2001 and 2002.

On February 1, 1996, the Company adopted a plan to provide a portion of the compensation for its directors in common shares of the Company. The amount of common stock is based upon the market price at the end of the previous year. Through December 31, 2002, a total of 4,126 shares have been awarded under this program. No stock was issued for compensation during 2002, 2001 and 2000.

Both M-tron and Lynch Systems have plans that provided certain former shareholders with Stock Appreciation Rights (SAR’s). These SAR’s are fully vested and expire at the earlier of certain defined events or 2008 to 2010. These SAR’s provide the participants a certain percentage, ranging from 1-5%, of the increase in the defined value of M-tron and Lynch Systems, respectively. Vested amounts are payable at the holder’s option in cash or equivalent amount of M-tron or Lynch Systems stock. Expense related to the SAR’s was $22,000, $195,000, and $145,000 in 2002, 2001 and 2000 respectively. At December 31, 2002 and 2001, $329,000 and $307,000 was accrued for the SAR’s.

The Company files consolidated federal income tax returns which include all subsidiaries excluding Spinnaker for all periods.

The 2002 income tax benefit of $2.0 million includes federal, as well as state, local, and foreign taxes. $0.9 million of the 2002 tax benefit is the result of a capital loss carry-back on the Company’s investment in Spinnaker Industries. The 2002 net tax benefit also includes a Federal tax benefit of $0.6 million for operating losses expected to be recovered through carry-backs to prior periods. The effective tax rate differs from the statutory tax rate primarily due to the tax benefit related to the Spinnaker investment.

Deferred income taxes for 2002 and 2001 provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Cumulative temporary differences and carry-forwards at December 31, 2002 and 2001 are as follows:

At December 31, 2002, the net deferred tax asset of $207,000 presented in the Company’s balance sheet is comprised of deferred tax assets of $936,000 offset by deferred tax liabilities of $729,000. At December 31, 2001, the net deferred tax asset of $410,000 (comprised of deferred tax assets of $1,959,000 offset by deferred tax liabilities of $1,549,000) is classified in the Company’s balance sheet as current deferred tax assets of $988,000 and long-term deferred tax liabilities of $578,000.

The provision (benefit) for income taxes from continuing operations is summarized as follows:

A reconciliation of the provision (benefit) for income taxes from continuing operations and the amount computed by applying the statutory federal income tax rate to income before income taxes, minority interest and extraordinary item:

Profit (loss) before income taxes from foreign operations was ($336,000), $671,000, and ($313,000) in 2002, 2001, and 2000 respectively.

Federal and State income tax payments were $0, $1.2 million and $1.3 million, for the years 2002, 2001 and 2000, respectively. Income tax recoveries in 2002 totaled $2,170,000, including refunds of 2001 estimated tax payments in the amount of $700,000 and $1,470,000 for tax loss carry-backs.

Total comprehensive income was $18,267,000 in the twelve months ended 2002 and a loss of $22,869,000 at December 31, 2001. Other comprehensive income of $304,000 in 2002 was the result of unrealized gains on available for sale securities. Other comprehensive income in 2001 in the amount of $69,000 was the result of favorable currency translation adjustments.

The components of accumulated other comprehensive income (loss), net of related tax, at December 31, 2002, 2001, and 2000 are as follows:

Note that no foreign currency translation remains at December 31, 2002 due to the transfer of the operations of Lynch AMAV, LLC (Germany) to the United States during 2002.

The Company, through its operating subsidiaries, has several defined contribution plans for the eligible employees. The Company’s former investee company, Spinnaker, had various employee retirement type plans including defined benefit, defined contribution, multi-employer, profit sharing, and 401 (k) plans. The following table sets forth the consolidated expenses (including Spinnaker’s expenses through September 30, 2001) for these plans:

Under the Lynch Systems and M-tron defined contribution plan, the Company contributes up to a maximum of 62.5 percent of participants contributions that do not exceed $800 per participant in the plan year. The Company contribution occurs at the end of the plan year and the participant is immediately vested in the employers’ contribution.

Spinnaker and its subsidiaries had several defined benefit plans (both Union and non-Union). Spinnaker also had a defined contribution plan for substantially all employees. No disclosures are made for 2001 and 2000 due to the deconsolidation of Spinnaker (see Note 1 to the Consolidated Financial Statements — “Basis of Presentation”).

In the normal course of business, subsidiaries of the Company are defendants in certain product liability, worker claims and other litigation in which the amounts being sought may exceed insurance coverage levels. The resolution of these matters is not expected to have a material effect on the Company’s financial condition or operations.

complaint alleged that under Maine’s Severance Pay Act both the Spinnaker Entities and Lynch would be liable to pay approximately $1,166,000 severance pay under Maine’s Severance Pay Act in connection with the plant closure. The Defendants filed a notice of removal, thereby creating United States District Court Civil Action C.V. No. 01-236. The case was remanded to state court. The Spinnaker Entities also filed a separate complaint challenging the constitutionality of the Maine Severance Pay Act, United States District Court Civil Action No. 01-232 which later was dismissed by stipulation of the Spinnaker Entities. PACE also filed three separate Motions for Ex-Parte Attachment against the Spinnaker Entities and Lynch. PACE filed the First Motion for Attachment with its original Complaint. PACE sought to attach $1,166,483.44, an amount large enough to cover the claims of all PACE’s members seeking severance. The Court denied that Motion as being pre-mature. PACE then filed a Second Motion against the Spinnaker Entities and Lynch for an attachment large enough to cover the claims of eight individual employees seeking severance pay in the amount of $120,736.27. On August 20, 2001, the Court granted that Motion in the amount of $118,500. On April 4, 2002, PACE subsequently recorded this attachment through UCC-1 filings with the Maine Secretary of State against Lynch Manufacturing and Lynch Corporation. PACE filed a Third Motion for Ex-Parte Attachment on August 29, 2001. This Motion sought an attachment large enough to cover the severance pay claimed by the remaining PACE members, $1,048,003.00. The Court denied this Motion but permitted PACE the opportunity to obtain an attachment after all defendants had an opportunity to respond and after hearing.

under the statute. On September 19, 2002, Interactive, on behalf of itself and Lynch, filed two Motions with the court: a Motion to Transfer the Action to the Southern District of New York and a Motion to Dismiss the Lawsuit. The relator filed an opposition reply to Interactive’s Motion to Dismiss and, on December 5, 2002, Interactive filed a Reply in Support of Its Motion to Dismiss. As of the date of the filing of this report, no hearing had been scheduled on Interactive’s Motions.

Rent expense under operating leases was $320,000, $846,000 (including Spinnaker for nine months), and $1,213,000 (including Spinnaker for twelve months) for the years ended December 31, 2002, 2001 and 2000, respectively. The Company leases certain property and equipment, including warehousing and sales and distribution equipment, under operating leases that extend from one to four years. Certain of these leases have renewal options and escalation provisions.

Future minimum rental payments under long-term non-cancelable operating leases for the five years subsequent to December 31, 2002 are as follows (in thousands):

The Company had two reportable business segments in 2002, Lynch Systems (glass manufacturing equipment) and M-tron (frequency control devices).

Prior to 2002, the Company had four reportable business segments. The largest was Spinnaker Coating’s adhesive backed label stock for labels and related applications. The second largest segment was Lynch Systems glass manufacturing equipment business. Frequency control devises (quartz crystals and oscillators) manufactured and sold by M-tron was the third segment. Entoleter (then a subsidiary of Spinnaker Industries, Inc.) manufactured and sold industrial process equipment and was the fourth segment. Spinnaker Coating and Entoleter results for 2001 represent the nine-month period ending September 30, 2001 pursuant to the “deconsolidation” of Spinnaker on September 30, 2001 (see Note 1 to the Consolidated Financial Statements — “Basis of Presentation”). Each of the businesses is located domestically and consolidated export sales (primarily Canada and China) were approximately $18.6 million in 2002, $35.7 million in 2001 and $54.7 million in 2000. For the year ended December 31, 2002, one customer accounted for $6.3 million or 42.0 percent of Lynch Systems’ sales while one customer represented $1.0 million or 8.9% of frequency control sales. The Company considers concentrations of credit risk to be minimal due to its diverse customer base and because it requires letters of credit of most foreign customers to support a significant portion of the purchase price.

EBITDA (after corporate allocation) for operating segments is equal to operating profit before depreciation, amortization and non-cash restructuring charges. EBITDA is presented because it is a widely accepted financial indicator of value and ability to incur and service debt. EBITDA is not a substitute for operating income or cash flows from operating activities in accordance with generally accepted accounting principles.

Operating profit (loss) is equal to revenues less operating expenses, excluding investment income, interest expense, and income taxes. The Company allocates a portion of its general corporate expenses to its operating segments. Such allocation was $200,000 in 2002, $289,000 in 2001 and $300,000 in 2000. Identifiable assets of each industry segment are the assets used by the segment in its operations excluding general corporate assets. General corporate assets are principally cash and cash equivalents, short-term investments and certain other investments and receivables.

On September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated Spinnaker. On September 23, 2002, the Company disposed of its remaining interest in Spinnaker (see Note 1 to the Consolidated Financial Statements — “Basis of Presentation”).

The following is a summary of the quarterly results of operations for the years ended December 31, 2002 and December 31, 2001, (in thousands, except per share amounts):

On January 2, 2003, the Company’s subsidiary, M-tron Industries, Inc., concluded a loan with the South Dakota Board of Economic Development in the amount of $296,000. The note carries a 3.0% coupon rate and has a December 19, 2007 maturity date. Payments are $1,642 per month, with a balloon payment due at maturity.

This State loan replaces the borrowing under the revolving credit loan that was used to consummate the Champion Technologies, Inc. acquisition. This State loan, along with other local agency loans, totaled $646,000 and partially funded the October 15, 2002 acquisition of certain Champion assets that were purchased for $850,000. The State and local agency loans are secured by M-tron’s real estate.

On February 11, 2003, Lynch Systems booked an order in the amount of $2.2 million for tableware equipment that will be delivered in 2003. In addition, on March 12, 2003, an order for $2.5 million for CRT equipment was received which will also be delivered in 2003. These orders, which total $4.7 million, have substantially increased Lynch Systems’ open order backlog.


(a)	Cash and cash equivalents includes $1,125,000 restricted cash that secures the $1,000,000 Letter of Credit issued on behalf of Lynch to M-tron’s lending bank.


	*	On September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated Spinnaker. On September 23, 2002, the Company disposed of its remaining interest in Spinnaker (See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”).

On September 30, 2001, the Company’s ownership and voting interest of Spinnaker Industries, Inc. was reduced to 41.8% and 49.5% respectively, due to the disposition of shares of Spinnaker. As a result, effective September 30, 2001, the Company relinquished control of Spinnaker and has deconsolidated Spinnaker. On September 23, 2002, the Company disposed of its remaining interest in Spinnaker. — See Note 1 to Consolidated Financial Statements — “Basis of Presentation”.

In the parent company’s financial statements, the Company’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of the subsidiaries.

Dividends paid to Lynch Corporation from the Registrant’s consolidated subsidiaries were $1,300,000 in 2002 and $1,500,000 in 2001. No dividends were paid in 2000 and no other dividends were received from subsidiaries or investees.

In 2002, Lynch Corporation (parent) lent its subsidiary, M-tron Industries, Inc., $700,000 to support its banking relationship and to fund M-tron’s acquisition of Champion Technologies, Inc.

2002 cash provided from operations includes income tax recoveries of $2,170,000.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	By:	/s/ RALPH R. PAPITTO



	RALPH R. PAPITTO
	Chief Executive Officer
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operation and cash flows of the Registrant as of, and for, the periods presented in this annual report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14), for the Registrant and have:


	(a) Designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	(b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	(c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):


	(a) All significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and

	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls; and

6. The Registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	(a) Designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

	(b) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

	(c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	(a) All significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and

	(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls; and


	/s/ RAYMOND H. KELLER

	RAYMOND H. KELLER
	Vice President and Chief Financial Officer


†	Registrant agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

††	Filed herewith.

The Exhibits listed above have been filed separately with the Securities and Exchange Commission in conjunction with this Annual Report on Form 10-K or have been incorporated by reference into this Annual Report on Form 10-K. Lynch Corporation will furnish to each of its shareholders a copy of any such Exhibit for a fee equal to Lynch Corporation’s cost in furnishing such Exhibit. Requests should be addressed to the Office of the Secretary, Lynch Corporation, 50 Kennedy Plaza, Suite 1250, Providence, RI 02903.

64 EX-10.(Z) 3 b45675lcexv10wxzy.txt EX-10.(Z) AMENDED & RESTATED CREDIT AGREEMENT EXHIBIT 10(Z) EXECUTION COPY AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") made and entered into as of June 10, 2002 by and between LYNCH SYSTEMS, INC., a South Dakota corporation ("Borrower"), and SUNTRUST BANK, a Georgia banking corporation ("Lender"). WITNESSETH: WHEREAS, the Borrower and the Lender are parties to that certain Credit Agreement, dated as of March 30, 2001 (as amended, the "Original Credit Agreement"), pursuant to which Lender provided Borrower with credit and letter of credit facilities to finance the Borrower's manufacture and sale of additional glass forming machines to buyers outside the United States and to finance Borrower's working capital needs to support export sales; WHEREAS, the Borrower and Lender desire to continue the Original Credit Agreement but to make certain amendments and modifications thereto and to certain of the Credit Documents delivered in connection therewith (as amended, the "Original Credit Documents"), all as reflected in this Agreement, which upon execution will supercede and replace the Original Credit Agreement effective as of the Closing Date (as defined herein); and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower and Lender hereby agree as follows: ARTICLE I. DEFINITIONS; CONSTRUCTION SECTION 1.01. DEFINITIONS. For purposes of this Agreement, the following terms shall have the indicated meanings as set forth below: "Account Debtor" shall mean any Person who is or may become obligated under or on account of an Account Receivable, including, without limitation, any Export Account Debtor. "Accounts Receivable" shall have the meaning given such term in the form of the Borrower Agreement attached hereto as Exhibit A. "Adjusted Leverage Ratio" shall mean, for any particular Person and as of any date of determination, the ratio of (a) such Person's total liabilities determined in accordance with GAAP (including the aggregate outstanding stated amount of all Letters of Credit issued under this Agreement but excluding liabilities for customer deposits) to (b) such Person's Consolidated Tangible Net Worth, all as determined on a consolidated basis. "Adjusted Monthly LIBOR Index Rate" means for any calendar month a rate per annum equal to the LIBOR Rate for a LIBOR Period equal to the calendar month for which such rate is to be set. "Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" shall mean this Amended and Restated Credit Agreement, as amended, supplemented or modified from time to time. "Bankruptcy Code" shall mean the Bankruptcy Code of 1978, as amended (11 U.S.C. Section 101 et seq.). "Borrower" shall have the meaning given such term in the preamble to this Agreement and shall include such Person's legal representatives, successors and assigns. "Borrower Agreement" shall mean any Borrower Agreement, in form attached as Exhibit A hereto, that may be executed after the Closing Date, as the same may be executed, amended, supplemented or modified from time to time. "Business Day" shall mean any day excluding a Saturday, Sunday, any other day on which banks are required or permitted to be closed in Atlanta, Georgia or New York, New York. "Capital Expenditures" shall mean, for any fiscal period of any Person, all expenditures made and liabilities incurred by such Person during such period for the acquisition of items which are not, in accordance with GAAP, treated as expense items for such Person in the period made or incurred or as a prepaid expense applicable to a future period, and such term shall include that portion of any Capitalized Lease Obligations of such Person originally incurred during such period that is capitalized under GAAP. "Capitalized Lease Obligations" shall mean, for any fiscal period of any Person, any Indebtedness of such Person represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such Indebtedness for purposes hereof shall be the capitalized amount of such obligations. "Closing Date" shall mean June 10, 2002. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. -2- "Collateral" shall mean (i) any and all of the real or personal property which is pledged or collaterally assigned to Lender or in which the Lender is otherwise granted a Lien to secure the Obligations pursuant to any and all of the Security Documents, and (ii) any and all cash and non-cash proceeds of the foregoing. "Consolidated Net Income (Loss)" shall mean, for any fiscal period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein and without duplication) (i) any extraordinary gains or losses, (ii) gains attributable to write-ups of assets, (iii) any equity interest of the Borrower or any Subsidiary of the Borrower in the unremitted earnings of any Person that is not a Subsidiary, (iv) any income (or loss) of any Person accrued prior to the date that it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary on the date that such Person's assets are acquired by the Borrower or any Subsidiary, or (v) any other non-recurring gains or losses. "Consolidated Tangible Net Worth" shall mean, as of any date, (i) the total assets of the Borrower and its Subsidiaries that would be reflected on the Borrower's consolidated balance sheet as of such date prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the stock and surplus of Subsidiaries, minus the sum of (i) the total liabilities of the Borrower and its Subsidiaries that would be reflected on the Borrower's consolidated balance sheet as of such date prepared in accordance with GAAP, (ii) the amount of any write-up in the book value of any assets resulting from a revaluation thereof or any write-up in excess of the cost of such assets acquired reflected on the consolidated balance sheet of the Borrower as of such date prepared in accordance with GAAP and (iii) the net stock amount of all assets of the Borrower and its Subsidiaries that would be classified as intangible assets on a consolidated balance sheet of the Borrower as of such date prepared in accordance with GAAP. "Contractual Obligation" of any Person shall mean any provision of any written agreement, instrument, security, or undertaking to which such Person is a party or by which it or any of the property owned by it is bound. "Credit Documents" shall mean, collectively, this Agreement, the Note, the Letters of Credit, and the Security Documents. "Credit Party" shall mean, collectively, the Borrower and each of its Subsidiaries other than M-Tron and Spinnaker. "Default" shall mean any condition or event which would constitute an Event of Default hereunder but for the giving of notice thereof or the existence of any applicable cure periods set forth in Article IX hereof. "Domestic Account Debtor" shall mean any Account Debtor which is a United States Person. -3- "Domestic Contract" shall mean any and all contracts now or hereafter entered into between Borrower, as seller, and any Domestic Account Debtor, as buyer, with respect to the sale of glass forming machinery or parts and accessories therefor "Downpayment Support Letter of Credit" shall mean a Standby Letter of Credit which is issued or caused to be issued by Lender to support the reimbursement obligations of Borrower with respect to the downpayment made by an Account Debtor under an Export Contract, provided that the face amount of the Standby Letter of Credit may not exceed the actual dollar amount of the downpayment deposit. "Eligible Export-Related Accounts Receivable" shall mean an Export-Related Account Receivable which is acceptable to Lender and which is deemed to be eligible pursuant to the Credit Documents, but in no event shall Eligible Export-Related Accounts Receivable include any Account Receivable: (a) that does not arise from the sale of goods or the performance of services in the ordinary course of Borrower's business; (b) that is not subject to a valid, perfected first priority Lien in favor of Lender; (c) as to which any covenant, representation or warranty contained in the Credit Documents with respect to such Account Receivable has been breached; (d) that is not owned by Borrower or is subject to any right, claim or interest of another Person other than the Lien in favor of Lender; (e) with respect to which an invoice has not been sent, except in the case of Percentage of Completion Accounts Receivable; (f) that arises from the sale of defense articles or defense services; (g) that is due and payable from an Account Debtor located in a country with which Eximbank is prohibited from doing business as designated in the Country Limitation Schedule set forth in the Eximbank Guarantee; (h) that does not comply with the requirements of the Country Limitation Schedule set forth in the Eximbank Guarantee; (i) that is due and payable more than one hundred eighty (180) days from the date of the invoice, with the exception of an Account Receivable for Retainage which may not (1) exceed ten percent (10%) of the aggregate amount the Borrower is to receive under a particular Export Contract or Domestic Contract and (2) be for a term greater than thirteen (13) months; (j) that is not paid within sixty (60) calendar days from its original due date; -4- (k) arises from a sale of goods to or performance of services for an Affiliate of Borrower, an employee of Borrower, a stockholder of Borrower, a subsidiary of Borrower, a Person with a controlling interest in Borrower or a Person which shares common controlling ownership with Borrower; (l) that is backed by a letter of credit unless the goods covered by the subject letter of credit have been shipped, except in the case of Percentage of Completion Accounts Receivable; (m) that Lender or Eximbank, in its reasonable judgment, deems uncollectible for any reason; (n) that is due and payable in a currency other than Dollars; (o) that is due and payable from a military Account Debtor; (p) that does not comply with the terms of sale set forth in Section 7 of the Eximbank Loan Authorization Agreement, if in effect at any time; (q) that is due and payable from an Account Debtor who (i) applies for, suffers, or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or calls a meeting of its creditors, (ii) admits in writing its inability, or is generally unable, to pay its debts as they become due or ceases operations of its present business, (iii) makes a general assignment for the benefit of creditors, (iv) commences a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) is adjudicated as bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesces to, or fails to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) takes any action for the purpose of effecting any of the foregoing; (r) that arises from a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper; (s) for which the goods giving rise to such Account Receivable have not been shipped to the Account Debtor or the services giving rise to such Account Receivable have not been performed by Borrower or the Account Receivable otherwise does not represent a final sale, except in the case of Percentage of Completion Accounts Receivable; (t) that is subject to any offset, deduction, defense, dispute, or counterclaim or the Account Debtor is also a creditor or supplier of Borrower or the Account Receivable is contingent in any respect or for any reason; -5- (u) for which Borrower has made any agreement with the Account Debtor for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto; or (v) for which any of the goods giving rise to such Account Receivable have been returned, rejected or repossessed. "Eligible Export-Related Inventory" shall mean Export-Related Inventory which is acceptable to Lender and which is deemed to be eligible pursuant to the Credit Documents, but in no event shall Eligible Export-Related Inventory include any Inventory: (a) that is not subject to a valid, perfected first priority Lien in favor of Lender; (b) that is located at an address that has not been disclosed to Lender in writing; (c) that is placed by Borrower on consignment or held by Borrower on consignment from another Person; (d) that is in the possession of a processor or bailee, or located on premises leased or subleased to Borrower, or on premises subject to a mortgage in favor of a Person other than Lender or First Port City Bank, unless such processor or bailee or mortgagee or the lessor or sublessor of such premises, as the case may be, has executed and delivered all documentation which Lender shall require to evidence the subordination or other limitation or extinguishment of such Person's rights with respect to such Inventory and Lender's right to gain access thereto; (e) that is produced in violation of the Fair Labor Standards Act or subject to the "hot goods" provisions contained in 29 U.S.C. Section 215 or any successor statute or section; (f) as to which any covenant, representation or warranty with respect to such Inventory contained in the Credit Documents has been breached; (g) that is not located in the United States; (h) that is demonstration Inventory; (i) that consists of proprietary software (i.e. software designed solely for Borrower's internal use and not intended for resale); (j) that is damaged, obsolete, returned, defective, recalled or unfit for further processing; (k) that has been previously exported from the United States; -6- (l) that constitutes defense articles or defense services; (m) that is to be incorporated into goods destined for shipment to a country as to which Eximbank is prohibited from doing business as designated in the Country Limitation Schedule set forth in the Eximbank Guarantee; (n) that is to be incorporated into goods destined for shipment to an Account Debtor located in a country in which Eximbank coverage is not available for commercial reasons as designated in the Country Limitation Schedule set forth in the Eximbank Guarantee, unless and only to the extent that such goods are to be sold to such country on terms of a letter of credit confirmed by a bank acceptable to Eximbank; or (o) that is to be incorporated into goods whose sale would result in an Account Receivable which would not be an Eligible Export-Related Account Receivable. "Environmental Laws" means all federal, state, local and foreign laws, rules and regulations relating to pollution or protection of the environment, including without limitation laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time. "Event of Default" shall have the meaning provided in Article IX hereof. "Eximbank" shall mean The Export-Import Bank of the United States and any successors thereto. "Eximbank Guarantee" shall mean that certain Master Guarantee Agreement, dated as of March 28, 2000, from Eximbank in favor of Lender, as amended, modified or replaced from time to time. "Eximbank Loan Authorization Agreement" shall mean any Loan Authorization Agreement that may be executed after the Closing Date, between the Lender and the Eximbank, as amended, modified or replaced from time to time. "Exim-Guaranteed Letters of Credit" shall mean any and all letters of credit (i) to be issued by Lender for the account of Borrower pursuant to Section 2.01(b) with respect to any Export Contract and pursuant to the terms of the Eximbank Guarantee, the Eximbank Loan Authorization Agreement and the Borrower Agreement and (ii) with respect to which Borrower's Obligations hereunder are guaranteed in part by Eximbank pursuant to the terms of the Eximbank Guarantee. "Exim-Guaranteed Loans" shall mean any and all advances made by Lender to or on behalf of Borrower pursuant to Section 2.01(b) of this Agreement, which advances are -7- guaranteed in part by the Eximbank pursuant to the terms and conditions of the Eximbank Guarantee. "Exim-Guaranteed Maximum Availability" shall mean, at any date of determination, the Maximum Amount, as such term is defined in the Eximbank Loan Authorization Agreement, if executed. "Exim-Guaranteed Note" shall mean a promissory note in the amount of the Exim-Guaranteed Maximum Availability executed by the Borrower and payable to the order of the Lender. "Exim-Guaranteed Obligations" shall mean any and all Obligations of Borrower relating to the Exim-Guaranteed Letters of Credit or Exim-Guaranteed Loans, which Obligations are guaranteed in part by Eximbank pursuant to the terms and conditions of the Eximbank Guarantee. "Exim-Guaranteed Reimbursement Obligations" shall mean any and all Reimbursement Obligations of Borrower relating to the Exim-Guaranteed Letters of Credit, which Reimbursement Obligations are guaranteed in part by Eximbank pursuant to the terms and conditions of the Eximbank Guarantee. "Existing Letters of Credit" shall mean any and all of (a) that certain Letter of Credit number P601342 in the amount of $707,000.00 issued on July 11, 2001 by Lender for the Account of Borrower and for the benefit of ACBC, (b) that certain Letter of Credit number P601343 in the amount of $110,795.00 issued on July 13, 2001 by Lender for the Account of Borrower and for the benefit of Thomson Video, (c) that certain Letter of Credit number P601375 in the amount of $353,500.00 issued on September 25, 2001 by Lender for the Account of Borrower and for the benefit of ACBC, (d) that certain Letter of Credit number P601378 in the amount of $4,703,440.00 issued on September 25, 2001 by Lender for the Account of Borrower and for the benefit of LG Phillips, and (e) that certain Letter of Credit number P601400 in the amount of $353,500.00 issued on November 1, 2001 by Lender for the Account of Borrower and for the benefit of ACBC. "Export Accounts Receivable" shall mean any and all Accounts Receivable of Borrower arising out of or relating to any Export Contract. "Export Account Debtor" shall mean any Account Debtor which is a non-United States Person. "Export Contracts" shall mean any and all contracts now or hereafter entered into between Borrower, as seller, and any Export Account Debtor, as buyer, with respect to the sale of glass forming machinery or parts and accessories therefor. "Export Contract Letters of Credit" shall mean any and all letters of credit which may be now or hereafter issued by any issuing bank for the account of an Export Account Debtor -8- and for the benefit of Borrower with respect to the sale of glass forming equipment pursuant to an Export Contract, and any extension, renewal, modification or replacement of any of the foregoing. "Export-Related Accounts Receivable" shall have the meaning given such term in the form of the Borrower Agreement attached hereto as Exhibit A; provided, however, that such term shall also include all other Accounts Receivable which are due and payable to the Borrower in the United States and all Percentage of Completion Accounts Receivable. "Export-Related Accounts Receivable Value" shall mean, at the date of determination thereof, the aggregate face amount of Eligible Export-Related Accounts Receivable less taxes, discounts, credits, allowances and Retainages, except to the extent otherwise permitted by Lender (or Eximbank) in writing. "Export-Related Borrowing Base" shall mean, at the date of determination thereof, the sum of (a) the Export-Related Inventory Value multiplied by 50% and (b) the Export-Related Accounts Receivable Value multiplied by 85%; provided, however, that the advance rates set forth above may be adjusted pursuant to the Eximbank Loan Authorization Agreement, if executed at any time. "Export-Related Borrowing Base Certificate" shall mean the Export-Related Borrowing Base Certificate in the form of Exhibit B attached hereto. "Export-Related Inventory" shall have the meaning given such term in the form of the Borrower Agreement attached hereto as Exhibit A; provided, however, that such term shall also include all other Inventory of the Borrower located in the United States. "Export-Related Inventory Value" shall mean, at the date of determination thereof, the lower of cost or market value of Eligible Export-Related Inventory of Borrower as determined in accordance with GAAP. "First Port City Bank" shall mean First Port City Bank, a national banking association, and its successors and assigns. "First Port City Bank Indebtedness" shall mean any and all Indebtedness of Borrower to First Port City Bank under the First Port City Bank Notes. "First Port City Bank Notes" shall mean those certain promissory notes, dated August 6, 1998 and October 28, 1999, in the principal amount of $700,000 and $350,050, respectively, executed by Borrower in favor of First Port City Bank, as each such note is amended, supplemented, replaced or restated (but not increased) from time to time. "GAAP" shall mean, as in effect from time to time, United States generally accepted accounting principles (which the parties acknowledge and agree shall include the requirement that such principles be consistently applied). -9- "Guaranty" shall mean any contractual obligation, contingent or otherwise, of a Person with respect to any Indebtedness or other obligation or liability of another Person, including without limitation, any such Indebtedness, obligation or liability directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise) arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness, obligation or liability or any security therefor, or any agreement to provide funds for the payment or discharge thereof (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, or other financial condition, or to make any payment other than for value received. "Guarantors" shall mean, collectively, the Parent and each Subsidiary of the Borrower. "Indebtedness" of any Person shall mean, without duplication: (i) all obligations for borrowed money and for the deferred purchase price of property or services, and obligations evidenced by bonds, debentures, notes or other similar instruments; (ii) all rental obligations under leases required to be capitalized under GAAP; (iii) all Guaranties of such Person (including contingent reimbursement obligations under undrawn letters of credit); (iv) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured; (v) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (vi) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured; (vii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); and (viii) Indebtedness of others secured by any Lien upon property owned by such Person, whether or not assumed. "Interest Payment Date" shall mean the last calendar day of each month. "Inventory" shall have the meaning given such term in the form of the Borrower Agreement attached hereto as Exhibit A. "Lender" shall have the meaning given such term in the preamble to this Agreement and shall include such Person's successors and assigns. "Lender's Account" shall mean the restricted deposit account of Lender and into which the remittances on all Accounts Receivable related to Export Contracts are to be directly paid or deposited by Borrower. "Letters of Credit" shall mean, collectively, the Non-Guaranteed Letters of Credit and the Exim-Guaranteed Letters of Credit. -10- "Leverage Ratio" shall mean, for any particular Person and as of any date of determination, the ratio of (a) such Person's total liabilities determined in accordance with GAAP (but excluding liabilities for customer deposits) to (b) such Person's Consolidated Tangible Net Worth, all as determined on a consolidated basis. "LIBOR Business Day" means a Business Day on which banks in the City of London are generally open for interbank or foreign exchange transactions. "LIBOR Period" means each period commencing on the first LIBOR Business Day of each month and ending one month thereafter. "LIBOR Rate" means for each LIBOR Period, a rate of interest determined by Lender equal to: (a) the offered rate for deposits in United States Dollars for the applicable LIBOR Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time), on the second full LIBOR Business Day next preceding the first day of such LIBOR Period (unless such date is not a Business Day, in which event the next succeeding Business Day will be used); divided by (b) a number equal to 1.0 minus the aggregate (but without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on the day that is 2 LIBOR Business Days prior to the beginning of such LIBOR Period (including basic, supplemental, marginal and emergency reserves under any regulations of the Federal Reserve Board or other governmental authority having jurisdiction with respect thereto, as now and from time to time in effect) for Eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of the Federal Reserve Board) that are required to be maintained by a member bank of the Federal Reserve System. If such interest rates shall cease to be available from Telerate News Service, the LIBOR Rate shall be determined from such financial reporting service or other information as shall be mutually acceptable to Lender and Borrower. "Lien" shall mean any mortgage, pledge, security interest, security deposit, encumbrance, Lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the UCC). "Loans" shall mean, collectively, the Non-Guaranteed Loans and the Exim-Guaranteed Loans. "Lynch Amav" shall mean Lynch Amav, LLC, a Delaware limited liability company. -11- "Lynch International" shall mean Lynch International Holding Corporation, a Delaware corporation. "Margin Regulations" shall mean Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time. "Material Adverse Effect" shall mean a material adverse effect upon, or a material adverse change in, any of the (i) business, results of operations, properties or financial condition of Borrower (other than any such effect or change resulting from an effect upon or change in (x) the aggregate value of capital stock of M-Tron or Spinnaker held by Borrower, if any, or (y) the business, results of operations, properties, prospects or financial condition of M-Tron, Spinnaker, or any of their respective subsidiaries), (ii) legality, validity, binding effect or enforceability of any Credit Document, or (iii) ability of any Credit Party to perform its payment obligations, if any, under the Credit Documents (other than any such effect or change resulting from an effect upon or change in (x) the aggregate value of capital stock of M-Tron or Spinnaker held by Borrower, if any, or (y) the business, results of operations, properties, prospects or financial condition of M-Tron, Spinnaker, or any of their respective subsidiaries). "Maturity Date" shall mean May 30, 2003, as such date may be extended, accelerated or amended from time to time pursuant to this Agreement. "M-Tron" shall mean M-Tron Industries, Inc., a Delaware corporation. "Non-Guaranteed Letters of Credit" shall mean, collectively, any and all letters of credit issued by Lender for the account of the Borrower pursuant to Section 2.01(a) of this Agreement. "Non-Guaranteed Loan Maximum Availability" shall mean, at any date of determination, the sum of $7,000,000. "Non-Guaranteed Loan Obligations" shall mean any and all Obligations of Borrower relating to the Non-Guaranteed Loans or the Non-Guaranteed Letters of Credit. "Non-Guaranteed Loans" shall mean, collectively, any and all advances made by Lender on behalf of Borrower pursuant to Section 2.01(a) of this Agreement. "Note" shall mean, collectively, (i) the $7,000,000 promissory note executed by the Borrower and payable to the order of the Lender as evidence of the Non-Guaranteed Loans, (ii) the Exim-Guaranteed Note, if any, and (iii) any extension, renewal, modification or replacement thereof or therefor. "Obligations" shall mean, collectively, all amounts now or hereafter owing to the Lender by the Borrower pursuant to the terms of or as a result of this Agreement, the Note, or any other Credit Document, including without limitation, the unpaid principal balance of any and all -12- Loans, all Reimbursement Obligations of Borrower hereunder with respect to any and all Letters of Credit, and all interest, fees, expenses and other charges relating to or accruing on such Loans or Reimbursement Obligations, as well as any and all other indebtedness, liabilities, and obligations of the Borrower, whether direct or indirect, absolute or contingent, or liquidated or unliquidated, which may be now existing or may hereafter arise under or as a result of any of the Credit Documents, and together with any and all renewals, extensions, modifications or refinancings of any of the foregoing. "Officer's Certificate" shall mean a certificate signed in the name of the Borrower by the Borrower's president, chief executive officer, chief financial officer or controller. "Parent" shall mean Lynch Corporation, an Indiana corporation. "Parent Guaranty" shall mean that certain Parent Guaranty executed as of even date herewith by the Parent. "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any successor thereto. "Percentage of Completion Accounts Receivables" shall mean Accounts Receivable for less than the full amount of an Export Contract or Domestic Contract generated in accordance with GAAP percentage of completion accounting. "Permitted Lien" shall mean any Lien of a kind which is not prohibited under Section 8.01 hereof. "Person" shall mean any individual, partnership, firm, corporation, limited liability company, association, joint venture, trust or other entity, or any government or political subdivision or agency, department or instrumentality thereof. "Plan" shall mean any "employee pension benefit plan" (as defined in Section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by Borrower or any of its Subsidiaries or by any trade or business, whether or not incorporated, which, together with Borrower or any of its Subsidiaries, is under common control. "Reimbursement Obligation" shall mean, with respect to each Letter of Credit, the Borrower's obligation to reimburse the Lender for drawings thereunder as provided herein with respect to such Letter of Credit. "Reportable Event" shall mean any of the events set forth in Section 4043(b) of ERISA. "Requirement of Law" for any person shall mean the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of any arbitrator or a court or other governmental -13- authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Retainage" shall mean that portion of the purchase price of an Export Contract or Domestic Contract that an Account Debtor is not obligated to pay until the end of a specified period of time following the satisfactory performance under such Export Contract or Domestic Contract. "SEC" shall mean the Securities and Exchange Commission, or any successor thereto. "Security Agreement" shall mean the Amended and Restated Security Agreement of even date between Borrower, the Subsidiaries of the Borrower and Lender and any and all other security agreements, pledge agreements, collateral assignments (including the assignment made pursuant to Section 3.04 hereof) or similar agreements now or hereafter executed by Borrower in favor of the Lender with respect to any or all of the Collateral, and any modifications or replacements thereof or therefor. "Security Deed" shall mean the Security Deed and Agreement dated as of March 30, 2001 from Borrower in favor of Lender, the first amendment thereof dated as of the date hereof, and any modifications or replacements thereof or therefor. "Security Documents" shall mean, collectively, the Borrower Agreement (if executed at any time), the Eximbank Guarantee (if executed at any time), the Eximbank Loan Authorization Agreement (if executed at any time), the Security Deed, the Security Agreement, the Parent Guaranty, the Subsidiary Guaranty, any and all Export Contract Letters of Credit, any and all assignments of Export Contract Letters of Credit proceeds delivered pursuant to Section 3.03 hereof, and each other guaranty, letter of credit, security, mortgage or other collateral document, whether now existing or hereafter executed and delivered, guaranteeing or securing any or all of the Obligations. "Spinnaker" shall mean Spinnaker Industries, Inc., a Delaware corporation. "Standby Letter of Credit" shall mean Letters of Credit issued or caused to be issued by Lender for Borrower's account that can be drawn upon by an Account Debtor only if Borrower fails to perform all of its obligations with respect to an Export Order. "Subsidiary" means, as applied to Borrower, (i) any corporation of which 50% or more of the outstanding stock (other than directors' qualifying shares) having ordinary voting power to elect a majority of its board of directors (or other governing body), regardless of the existence at the time of a right of the holders of any class or classes (however designated) of securities of such corporation to exercise such voting power by reason of the happening of any contingency, or any partnership of which 50% or more of the outstanding partnership interests is, at the time, directly or indirectly owned by Borrower or by one or more Subsidiaries of Borrower, and (ii) any other entity which is directly or indirectly controlled or capable of being controlled by -14- Borrower or by one or more Subsidiaries of Borrower; provided, however, that as used herein, "Subsidiary" shall not include M-Tron and Spinnaker or their respective subsidiaries. "Subsidiary Guaranty" means that certain Subsidiary Guaranty of even date herewith executed by the Subsidiaries of Borrower. "Tangible Net Worth" shall mean, as of any particular date and with respect to any particular Person, the Net Worth of such Person as of such date less the sum of (i) all assets of such Person as of such date which should be classified as intangible assets under GAAP (including, without limitation, goodwill) and (ii) all accounts receivable and other debts due to such Person at such time from any of its officers, directors, shareholders, or other Affiliates, all as determined on a consolidated basis. "Total Maximum Availability" shall mean the aggregate of the Non-Guaranteed Maximum Availability plus the Exim-Guaranteed Maximum Availability (as such amounts may be adjusted from time to time pursuant to this Agreement). "UCC" shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of Georgia; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Agent's or any Lender's Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of Georgia, the term "UCC" shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. "Warranty" shall mean Borrower's warranty to a buyer of goods that the goods manufactured pursuant to an Export Order will function as intended during the warranty period set forth in such Export Order. "Warranty Letter of Credit" shall mean any Standby Letter of Credit which is issued or caused to be issued by Lender to support the obligations of Borrower with respect to a Warranty, provided the maximum term for such Standby Letter of Credit shall not exceed thirteen (13) calendar months from the date of export of the underlying goods. SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared, and all financial records shall be maintained in accordance with GAAP; provided, however, that compliance with any and all financial covenants and calculations provided for herein, and in the definitions used in such covenants and calculations, shall be calculated, made and applied on a consolidated basis in accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent with the preparation of the financial statements referred to in Section 6.02 hereof unless and until the parties hereto enter into a written amendment agreement with respect thereto, except that in no event shall (x) the value of capital stock of M-Tron or Spinnaker -15- held by Borrower, if any, or (y) the assets, liabilities, financial results or business operations of M-Tron, Spinnaker or their respective subsidiaries be considered in connection with compliance with any conditions to borrowing, representations and warranties, covenants or default provisions of the Borrower under the Credit Documents. SECTION 1.03. OTHER DEFINITIONAL TERMS. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Any pronoun used herein shall be deemed to cover all genders and all singular terms used herein shall include the plural and vice versa. Unless otherwise expressly indicated herein, all references herein to a period of time which runs "from" or "through" a particular date shall be deemed to include such date, and all references herein to a period of time which runs "to" or "until" a particular date shall be deemed to exclude such date. Unless otherwise defined or specified herein, all other terms used herein shall have the meanings, if any, given such terms in the Uniform Commercial Code as in effect on this date in the State of Georgia as the same may be hereafter amended or supplemented from time to time. ARTICLE II. LETTER OF CREDIT AND REVOLVING CREDIT FACILITIES SECTION 2.01. LOANS; LETTERS OF CREDIT; MAXIMUM AVAILABILITY. (a) Non-Guaranteed Loans and Non-Guaranteed Letters of Credit. (i) Subject to the terms and conditions of this Agreement, Lender agrees that, from time to time prior to the Maturity Date and upon the Borrower's request therefor, Lender shall make Non-Guaranteed Loans to the Borrower and issue Non-Guaranteed Letters of Credit for the account of the Borrower; provided, however, that the sum of the aggregate outstanding principal balance of the Non-Guaranteed Loans plus the aggregate stated amount of all outstanding Non-Guaranteed Letters of Credit shall not exceed the Non-Guaranteed Loan Maximum Availability at any one time; provided further, however, that the maximum aggregate principal balance of the Non-Guaranteed Loans made under this Section 2.01(a) shall at no time exceed Two Million Dollars ($2,000,000). Notwithstanding anything in this Agreement to the contrary, the Existing Letters of Credit are deemed to be Non-Guaranteed Letters of Credit issued hereunder, an all applicable fees due thereon under this Agreement shall be paid to the Lender on the Closing Date. The proceeds of each Non-Guaranteed Loan made under this Section 2.01(a) shall be used solely to finance the costs of manufacturing or selling contract items under either Export Contracts or Domestic Contracts. (ii) Each Non-Guaranteed Letter of Credit issued hereunder shall be either (1) a Downpayment Support Letter of Credit or (2) a Warranty Letter of Credit. Any Non-Guaranteed Letter of Credit issued hereunder with respect to an Export Contract pursuant to which the Borrower has contracted to receive in the aggregate more than $500,000 must be secured by the assignment to Lender, pursuant to Section 3.04, of an Export Contract Letter of Credit related to such Export Contract, which Export Contract Letter of Credit shall be in an -16- amount and form acceptable to the Lender in all respects. The proceeds of each Non-Guaranteed Letter of Credit shall be used solely to finance the costs of manufacturing or selling contract items under Export Contracts. (iii) In the event Borrower fails to reimburse Lender pursuant to Section 2.03 hereof for any drawing honored by Lender under any Non-Guaranteed Letter of Credit, Lender may, in its discretion, make a Non-Guaranteed Loan on behalf of Borrower in order to refinance Borrower's Reimbursement Obligations with respect to such drawing and such Reimbursement Obligations thereupon shall be converted into a Non-Guaranteed Loan hereunder. (iv) In the event Borrower fails to reimburse Lender for any expenses or costs incurred by Lender pursuant to Section 10.03(a) hereof within fifteen (15) business days after Lender gives written notice to Borrower of such expenses or costs, Lender may, in its discretion, make a Non-Guaranteed Loan on behalf of Borrower in order to reimburse Lender for such expenses or costs incurred pursuant to Section 10.03(a). (b) Exim-Guaranteed Loans and Letters of Credit. (i) Subject to the terms and conditions of this Agreement, the Borrower Agreement, the Eximbank Loan Authorization Agreement, and the Eximbank Guarantee, Lender agrees that, from and after the date that the conditions precedent for the making of Exim-Guaranteed Loans and the issuance of Exim-Guaranteed Letters of Credit set forth in Section 5.02 hereof have been satisfied until the Maturity Date, and upon the Borrower's request therefor, Lender shall make Exim-Guaranteed Loans to the Borrower and shall issue Exim-Guaranteed Letters of Credit for the account of the Borrower; provided however, that (1) the sum of the aggregate outstanding principal balance of the Exim-Guaranteed Loans plus the aggregate stated amount of all outstanding Exim-Guaranteed Letters of Credit shall not exceed the Exim-Guaranteed Maximum Availability at any one time, and (2) Exim-Guaranteed Loans shall only be made, and shall only be permitted to remain outstanding, if and so long as Non-Guaranteed Loans have been made and/or Non-Guaranteed Letters of Credit have been issued in an aggregate amount equal to the Non-Guaranteed Loan Maximum Availability. (ii) The proceeds of each Exim-Guaranteed Loan or Exim-Guaranteed Letter of Credit shall be used solely to finance the costs of manufacturing or selling contract items under Export Contracts in accordance with the requirements of the Eximbank Guarantee, the Eximbank Loan Authorization Agreement and the Borrower Agreement. (iii) In the event Borrower fails to reimburse Lender pursuant to Section 2.03 hereof for any drawing honored by Lender under any Exim-Guaranteed Letter of Credit, Lender may, in its discretion, make an Exim-Guaranteed Loan on behalf of Borrower in order to refinance Borrower's Reimbursement Obligations with respect to such drawing and such Reimbursement Obligations thereupon shall be converted into an Exim-Guaranteed Loan hereunder. -17- (c) Revolving Loans. The Loans are revolving in nature, and any portion of a Loan that is repaid or prepaid may be reborrowed, pursuant and subject to the other terms and conditions set forth herein. SECTION 2.02. REPAYMENT OF PRINCIPAL AND INTEREST ON THE LOANS. (a) The Borrower's obligations to pay to the Lender the principal of and accrued interest on the Loans shall be evidenced by the records of the Lender and the Note. (b) Accrued interest on the Loans (other than Loans made or deemed made to refinance the Borrower's Reimbursement Obligations pursuant to Section 2.01(a)(iii) or 2.01(b)(iii) hereof, to pay for expenses or costs pursuant to Section 2.01(a)(iv) hereof, or to provide cash collateral for outstanding Letters of Credit pursuant to Section 9.02(a)(iii) hereof) shall be payable to the Lender monthly in arrears on each Interest Payment Date as well as on the Maturity Date. Accrued interest on the Loans made or deemed made to refinance Borrower's Reimbursement Obligations pursuant to Section 2.01(a)(iii) or 2.01(b)(iii) hereof, to pay expenses or costs pursuant to Section 2.01(a)(iv) hereof, or to provide cash collateral for outstanding Letters of Credit pursuant to Section 9.02(a)(iii) hereof shall be payable on the earlier of demand by Lender or the Maturity Date. (c) In addition to any principal reduction which may be required at any time under Section 2.03 hereof, and subject to any acceleration of maturity pursuant to Section 9.02 hereof, the aggregate outstanding principal balance of the Loans (other than Loans made to refinance Borrower's Reimbursement Obligations pursuant to Section 2.01(a)(iii) or 2.01(b)(iii) hereof, to pay for expenses or costs pursuant to Section 2.01(a)(iv) hereof, or to provide cash collateral for outstanding Letters of Credit pursuant to Section 9.02(a)(iii) hereof) shall be due and payable in full on the Maturity Date, and the aggregate outstanding principal balance of all Loans made or deemed made pursuant to Section 2.01(a)(iii), 2.01(a)(iv) or 2.01(b)(iii) hereof or 9.02(a)(iii) hereof shall be payable in full on the earlier of demand or the Maturity Date. SECTION 2.03 REIMBURSEMENT OBLIGATIONS; REPAYMENT OF PRINCIPAL AND INTEREST; MAXIMUM EXPIRY DATES. (a) The Borrower's obligations to pay to the Lender the principal of and accrued interest on the Reimbursement Obligations shall be evidenced by the records of the Lender and this Agreement. (b) Upon receipt by the Lender of a drawing by the beneficiary under any Letter of Credit, the Lender shall promptly notify the Borrower of the amount of such drawing and the date on which the payment thereof is to be made by the Lender to the beneficiary (but the Lender's failure to give any such notice shall not affect the Borrower's Reimbursement Obligations hereunder). The Borrower agrees to reimburse the Lender for the amount of each drawing made under any Letter of Credit which is honored by the Lender, which reimbursement shall be made in full at or prior to the time the Lender pays such drawing (but in the event the Lender fails to give the Borrower the aforesaid prior notice of its intended payment of any such -18- drawing, such reimbursement shall not be due until the Lender gives the Borrower notice of Lender's payment of such drawing). In the event Borrower fails to honor when due its Reimbursement Obligations with respect to a drawing under any Letter of Credit, the Lender may, at its option, make a Loan on Borrower's behalf to refinance such Reimbursement Obligations (and such Loan shall be a Non-Guaranteed Loan if such Letter of Credit is a Non-Guaranteed Letter of Credit and an Exim-Guaranteed Loan if such Letter of Credit is an Exim-Guaranteed Letter of Credit), but Lender shall not be under any obligation to make any such Loan to refinance any such Reimbursement Obligations. (c) Accrued interest on any of the Reimbursement Obligations shall be payable at the same time as is due the payment of principal of such Reimbursement Obligation. (d) Each Letter of Credit shall expire no later than 360 days after the issuance thereof; provided, however, that Warranty Letters of Credit may expire no later than 390 days after the issuance thereof. On the Maturity Date, any and all Letters of Credit having an expiration date after the Maturity Date must be cash collateralized in accordance with the terms and conditions of Section 10.14(ii). No Letter of Credit may be issued on a date that is less than 30 days prior to the Maturity Date, unless the Lender in its reasonable judgment believes that the Lender and Borrower are in good faith negotiations to extend the Maturity Date of this Agreement. Each Letter of Credit otherwise shall be in a form and shall have terms which are acceptable in all respects to Lender. Each Exim-Guaranteed Letter of Credit shall comply with the terms and conditions of the Eximbank Guarantee, the Eximbank Loan Authorization Agreement and the Borrower Agreement. SECTION 2.04. MAXIMUM AVAILABILITY; OVERADVANCE. (a) Notwithstanding anything in this Agreement to the contrary, the Lender shall not be obligated to make any Loans to or on behalf of the Borrower, and the Lender shall not be obligated to issue any Letters of Credit for the account of the Borrower hereunder if, after giving effect to any such transactions, the aggregate outstanding principal balance of all of the Loans at such time plus the aggregate stated amount of all outstanding Letters of Credit at such time shall exceed the amount of the Export-Related Borrowing Base as then in effect. (b) In the event that the aggregate principal balance of any of the Loans outstanding at any one time or the aggregate stated amount of any of the Letters of Credit outstanding at any one time shall exceed any of the applicable limits specified in Section 2.01(a) or (b) hereof or any applicable limit specified in paragraph (a) of this Section 2.04, Borrower shall, immediately upon Borrower's receipt of notice thereof from Lender or the Borrower's otherwise acquiring knowledge thereof, prepay such Loans or cause the early cancellation of such Letters of Credit to the extent necessary to eliminate such excess. (c) In the event that the aggregate principal balance of any of the Loans outstanding at any one time or the aggregate stated amount of any of the Letters of Credit outstanding at any one time shall exceed any of the applicable limits specified in Section 2.01(a) or (b) above or any applicable limit specified in paragraph (a) of this Section 2.04, such excess -19- nevertheless shall constitute Loans or Letters of Credit (as the case may be) for all purposes of this Agreement and the other Credit Documents and shall be entitled to all benefits and security of this Agreement and the other Credit Documents. SECTION 2.05. AMENDMENT AND RESTATEMENT; NO NOVATION. This Agreement constitutes an amendment and restatement of the Original Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not intended by the parties to be, and shall not constitute, a novation or an accord and satisfaction of the Obligations or any other obligations owing to the Lender under the Original Credit Agreement or any other Original Credit Document. On the Closing Date, the credit facilities and the terms and conditions thereof described in the Original Credit Agreement shall be amended and replaced by the credit facilities and the terms and conditions thereof described herein, and all Loans and other Obligations of Borrower outstanding as of such date under the Original Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without further action by any Person. SECTION 2.06. EFFECTIVENESS OF ORIGINAL LOAN DOCUMENTS. Borrower, Parent and each Credit Party hereby acknowledge that the Security Documents and all other Credit Documents previously executed by Borrower, Parent or any Credit Party and delivered to Lender are and shall remain in full force and effect, and Borrower, Parent and each Credit Party hereby ratifies, confirms and approves such Security Documents and such other Credit Documents and all of the terms and provisions thereof, and agrees that each of such Security Documents and each of such Credit Documents constitutes the valid and binding obligation of Borrower, Parent or the Credit Party, as applicable, enforceable by the Lender in accordance with its terms. SECTION 2.07. EXTENSION OF MATURITY DATE. Not earlier than 60 days and not later than 45 days prior to the existing Maturity Date, the Borrower may request in writing that the Lender extend the Maturity Date for an additional period of time to be mutually agreed upon by the parties. The Lender, in its sole discretion, may agree to extend or decline to extend the Maturity Date; provided, however, that if the Lender does not respond in writing to such request from the Borrower 30 days prior to the existing Maturity Date, then the Borrower's request for an extension shall be deemed to have been denied by the Lender. ARTICLE III. EXPORT-RELATED BORROWING BASE, EXPORT CONTRACTS AND DOMESTIC CONTRACTS SECTION 3.01. EXPORT-RELATED BORROWING BASE MATTERS. -20- (a) The Export-Related Borrowing Base and the asset values and credit margins incorporated therein shall be used solely for the purposes of this Agreement and the credit facilities provided by the Lender to the Borrower hereunder and shall not prejudice the Lender's right to allege and prove in any bankruptcy, insolvency or other similar proceeding involving Borrower a different value of the assets of the Borrower nor shall they be construed to be an admission by the Lender as to what collateral levels would adequately protect its interests in any such bankruptcy, insolvency or other similar proceeding involving Borrower. (b) With respect to all Export-Related Accounts Receivable, Borrower represents and warrants to Lender that Lender may rely, in determining which Export-Related Accounts Receivable are Eligible Export-Related Accounts Receivable, on all statements and representations made by Borrower with respect to any Export-Related Accounts Receivable, and, unless otherwise indicated in writing to Lender, that with respect to each Export-Related Account Receivable: (i) It is genuine and in all respects what it purports to be, and it is not evidenced by a note, instrument or judgment; (ii) It arises out of a bona fide sale and delivery of goods or rendition of services by Borrower in the ordinary course of its business and is due and owing in accordance with the terms and conditions of the related contract between the Borrower and the applicable Account Debtor and all purchase orders or other documents relating thereto; (iii) It is for a liquidated amount payable in U.S. Dollars and is due as stated in the duplicate invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Lender; (iv) Such Export-Related Account Receivable, and Lender's security interest therein, is not, and will not be in the future, subject to any offset, Lien (other than in favor of Lender), deduction, defense, dispute, or counterclaim except for disputes where the amount in controversy is deemed by Lender to be immaterial, and each such Export-Related Account Receivable is absolutely owing to Borrower and is not contingent in any material respect; (v) Borrower has made no agreement with any Account Debtor for any deduction therefrom, except discounts or allowances which are granted by Borrower in the ordinary course of its business for prompt payment and which are reflected in the calculation of the net amount of each respective invoice related thereto; (vi) There are no facts, events or occurrences which in any way impair the validity or enforceability thereof or tend to reduce the amount payable thereunder from the net face amount of the invoice and statements delivered to Lender with respect thereto; and -21- (vii) Borrower has no knowledge of any fact or circumstance which would impair the validity or collectability of such Export-Related Account Receivable, and to the best of Borrower's knowledge there are no proceedings or actions which are threatened or pending against any Account Debtor thereunder which might result in any material adverse change in the collectability of such Export-Related Account Receivable. (c) Borrower shall keep accurate and complete records of all Accounts Receivable and all payments and collections thereon. (d) Borrower shall cause all Accounts Receivable to be directly paid to or deposited in a depository account with Lender. Without limiting the generality of the foregoing sentence, all Accounts Receivable related to Export Contracts must be directly paid to or deposited in the Lender's Account. Lender agrees that it will remit funds from the Lender's Account to an unrestricted account of the Borrower maintained with Lender upon the request of Borrower unless and until: (1) a Default or Event of Default has occurred and is continuing or (2) Lender reasonably believes based on information available to it that an outstanding Letter of Credit may be presented for drawing under a particular Export Contract. Upon an Event of Default, Lender may in its discretion apply all amounts in any deposit account maintained with Lender against the Obligations in the manner set forth in this Agreement. Lender has no duty to protect, insure, collect or realize upon the Accounts Receivable or preserve rights in them. (e) With respect to Export-Related Inventory, Borrower represents and warrants to Lender that Lender may rely, in determining which item or items of Export-Related Inventory constitute Eligible Export-Related Inventory, on all statements and representations made by Borrower with respect to such Inventory and, unless otherwise indicated in writing to Lender, that: (i) Such Export-Related Inventory is presently and will continue to be located at Borrower's places of business listed in the Security Agreement and will not be removed therefrom except as authorized by the Security Agreement; (ii) Such Export-Related Inventory is not now, nor shall such Export-Related Inventory at any time or times hereafter be, stored with a bailee, warehouseman or similar party without Lender's prior written consent and, if Lender gives such consent, Borrower will concurrently therewith cause any such bailee, warehouseman, or similar party to issue and deliver to Lender, in form and substance reasonably acceptable to Lender, warehouse receipts therefor in Lender's name; and (iii) Such Export-Related Inventory is not now, nor shall such Export-Related Inventory at any time or times hereafter be, delivered by or on behalf of Borrower to any third party for the purpose of being processed by such third party without Lender's prior written consent and, if Lender gives such consent, Borrower will concurrently therewith cause such third party to -22- agree in writing in favor of Lender (which agreement must be in form and substance satisfactory to Lender) that such third party will not assert any processor's or other Lien against such Export-Related Inventory, that such third party acknowledges that Lender holds a first-priority and perfected security interest in such Export-Related Inventory pursuant to the Security Agreement, and that such third party will turn such Export-Related Inventory over to Lender upon Lender's request therefor. SECTION 3.02. EXPORT CONTRACTS AND DOMESTIC CONTRACTS. The Borrower shall promptly deliver to Lender a copy of each Export Contract and each Domestic Contract together with a certificate from the president, chief executive officer, chief financial officer or controller of Borrower certifying that such copy is a true, correct and complete copy of such Export Contract or Domestic Contract, as applicable, and has not been amended, restated or terminated as of the date of such certificate. SECTION 3.03. DENOMINATION OF EXPORT TRANSACTIONS. The Borrower shall require payment under any and all Export Contracts and all Domestic Contracts in U.S. Dollars. SECTION 3.04. ASSIGNMENT OF EXPORT CONTRACT LETTERS OF CREDIT PROCEEDS; LENDER AS ADVISING BANK. (a) The Borrower shall assign to the Lender the proceeds of each Export Contract Letter of Credit pursuant to an executed assignment of proceeds complying with the provisions of Sections 9-107 and 5-114 of the UCC and providing that all payments under such Export Contract Letter of Credit shall be made directly to Lender's Account and otherwise in form and substance satisfactory to Lender (a "Assignment of Proceeds"). The Borrower shall cause each Assignment of Proceeds to be acknowledged by the paying bank. (b) Each Export Contract Letter of Credit shall be freely negotiable, and the Borrower shall authorize only the Lender to negotiate such Export Contract Letter of Credit. SECTION 3.05. SHIPMENT OF EXPORT CONTRACT ITEMS. Borrower shall not ship any contract items under any Export Contract to the Account Debtor thereunder unless and until (a) the Borrower has received the original Export Contract Letter of Credit relating to such Export Contract, (b) such Export Contract Letter of Credit is in full force and effect at the time of such shipment, (c) the proceeds of the Export Contract Letter of Credit relating to such Export Contract have been assigned to Lender pursuant to Section 3.04 hereof and (d) the paying bank under the Export Contract Letter of Credit has acknowledged and consented to such assignment. -23- ARTICLE IV. GENERAL CREDIT TERMS SECTION 4.01. REQUEST FOR LOANS OR LETTERS OF CREDIT. (a) Whenever Borrower desires to request any Loan hereunder, it shall give the Lender prior written or telecopied notice (or telephonic notice promptly confirmed in writing or by telecopy) of such request (a "Notice of Borrowing"), such Notice of Borrowing to be given to the Lender by 1:00 p.m. (Eastern Time) on the Business Day prior to the planned borrowing. Each Notice of Borrowing shall be irrevocable and shall specify the aggregate principal amount of the Loan requested by the Borrower thereby, whether such Loan is to be a Non-Guaranteed Loan or an Exim-Guaranteed Loan, the purpose of such Loan, and the specific Export Contract (or, in the case of a Non-Guaranteed Loan only, the specific Domestic Contract or Export Contract) for which such Loan shall be utilized. (b) Whenever Borrower desires to request any Letter of Credit hereunder, it shall give the Lender prior written or telecopied notice (or telephonic notice promptly confirmed in writing or by telecopy) of such request (a "Notice of Letter of Credit Request"), such Notice of Letter of Credit Request to be given to the Lender by 1:00 p.m. (Eastern Time) on the Business Day prior to the planned issuance date of the requested Letter of Credit, and such Notice of Letter of Credit Request shall be accompanied by a duly completed and executed letter of credit application for the requested Letter of Credit on Lender's standard form therefor (but in the event of any inconsistency between the terms of such application and this Agreement, the terms of this Agreement shall control). When requesting a Letter of Credit hereunder, Borrower shall also (a) specify the purpose of such Letter of Credit and the specific Export Contract for which such Letter of Credit shall be utilized and (b) deliver to the Lender a copy of such Export Contract together with a certificate from the president, chief executive officer, chief financial officer or controller of Borrower certifying that such copy is a true, correct and complete copy of such Export Contract and has not been amended, restated or terminated as of the date of such certificate. SECTION 4.02. FEES. (a) In consideration of the Lender's entering into this Agreement and making the Non-Guaranteed Loans and Non-Guaranteed Letters of Credit available hereunder, Borrower shall pay to Lender the following non-refundable fees on or before the following dates, which fees shall be deemed fully earned upon the parties' execution and delivery of this Agreement: (i) on the date hereof, an origination fee for Non-Guaranteed Loans and Non-Guaranteed Letters of Credit in the amount of $8,750 (representing .125% of the Non-Guaranteed Loan Maximum Availability); and (ii) Borrower shall pay to Lender a non-refundable commitment fee from the date of this Agreement to the Maturity Date computed on the daily unused portion of the Non-Guaranteed Loan Maximum Availability in effect during the period for which such rate is made -24- (which commitment fee shall be computed by treating each outstanding Non-Guaranteed Letter of Credit as a usage of the Non-Guaranteed Loan Maximum Availability) at a rate per annum equal to one-eighth of one percent (.125%), which commitment fee shall be payable by Borrower to the Lender quarterly in arrears on the first (1st) day of each calendar quarter, commencing with July 1, 2002, and continuing to be due on the first (1st) day of each January, April, July and October thereafter so long as this Agreement is in effect as well as on the Maturity Date. (b) After the date on which all of the conditions precedent set forth in Section 5.02 hereof have been satisfied, and in consideration of the Lender's entering into this Agreement and making the Exim-Guaranteed Loans and Exim-Guaranteed Letters of Credit available hereunder, Borrower shall pay to Lender the following non-refundable fees on or before the following dates which fees shall be deemed fully earned upon the satisfaction of all of the conditions set forth in Section 5.02 hereof: (i) on or before the date on which all of the conditions precedent set forth in Section 5.02 hereof have been satisfied, a non-refundable guaranty fee for the Exim-Guaranteed Loan and Exim-Guaranteed Letters of Credit in an amount equal to 1.5% of the Exim-Guaranteed Maximum Availability, which guaranty fee shall be used by Lender to pay the comparable facility fee due from Lender to Eximbank under the Eximbank Guarantee; (ii) on or before the date on which all of the conditions precedent set forth in Section 5.02 hereof have been satisfied, an origination fee for Exim-Guaranteed Loans and Exim-Guaranteed Letters of Credit in an amount equal to 0.125% of the Exim-Guaranteed Loan Maximum Availability; and (iii) Borrower shall pay to Lender a non-refundable commitment fee from the date on which all of the conditions precedent set forth in Section 5.02 hereof has been satisfied to the Maturity Date computed on the daily unused portion of the Exim-Guaranteed Loan Maximum Availability in effect during the period for which such rate is made (which commitment fee shall be computed by treating each outstanding Exim-Guaranteed Letter of Credit as a usage of the Exim-Guaranteed Maximum Availability) at a rate per annum equal to one-eighth of one percent (.125%), which commitment fee shall be payable by Borrower to the Lender quarterly in arrears on the first (1st) day of each calendar quarter, commencing with the first day of the first month of January, April, July or October after the date on which all of the conditions set forth in Section 5.02 hereof are satisfied, and continuing to be due on the first (1st) day of each -25- January, April, July and October thereafter so long as this Agreement is in effect as well as on the Maturity Date. (c) In consideration of the Lender entering into this Agreement and making the Letters of Credit available, Borrower shall pay to Lender, on demand, (1) upon the issuance of each Non-Guaranteed Letter of Credit with an original stated amount of $2,000,000 or greater, a letter of credit fee equal to one and one-half percent (1.50%) per annum of the original stated amount of such Non-Guaranteed Letter of Credit, (2) upon the issuance of each Non-Guaranteed Letter of Credit with an original stated amount of less than $2,000,000, a letter of credit fee equal to the greater of $1000 or two percent (2.0%) per annum of the original stated amount of such Non-Guaranteed Letter of Credit, or (3) upon the issuance of each Exim-Guaranteed Letter of Credit, a letter of credit fee equal to the greater of $1000 or one and one-half of one percent (1.50%) per annum of the original stated amount of such Exim-Guaranteed Letter of Credit, which fees shall be fully earned and non-refundable upon the issuance of such Letter of Credit. If any of the Existing Letters of Credit is extended at the request of Borrower after the Closing Date, the Borrower shall pay to the Lender at the time of such extension a new letter of credit fee in an amount equal to the fee prescribed in the preceding sentence for such extended term. The Borrower shall also pay, on demand, in addition to all standard documentary fees and out-of-pocket expenses related to the handling of the Letter of Credit, the following rates and fees in connection with any Letter of Credit: (i) For each amendment of a Letter of Credit, a fee in the amount of $100 (plus a new issuance fee under the first sentence of this Section if the amount or expiration date of such Letter of Credit is amended or extended); and (ii) For each draft presented and paid under a Letter of Credit, a fee in an amount equal to the greater of $300 or one-half of one percent (0.50%) of the amount so paid. SECTION 4.03. INTEREST. (a) The Borrower agrees to pay interest in respect of all unpaid principal amounts of the Loans and Reimbursement Obligations at the following rates per annum (subject to adjustment as set forth in Section 4.03(b) below): (i) a variable rate per annum equal to the Adjusted Monthly LIBOR Index Rate (adjusted on the first LIBOR Business Day of each LIBOR Period) plus two percent (2.0%) on the aggregate outstanding principal balance from time to time of all of the Non-Guaranteed Loans and the then due and payable Reimbursement Obligations (other than the Exim-Guaranteed Reimbursement Obligations); and (ii) a variable rate per annum as agreed to by the parties hereto and Eximbank on the aggregate principal balance of the Exim- -26- Guaranteed Loans and the then due and payable Exim- Guaranteed Reimbursement Obligations outstanding from time to time. (b) If a Loan is paid on the same date it is made, one day's interest shall be paid thereon by the Borrower. In addition, if Borrower's Reimbursement Obligation with respect to any drawing under any Letter of Credit is paid by 2:00 p.m. (Eastern Time) on the date on which such drawing is honored by the Lender, no interest shall be charged on such Reimbursement Obligation; otherwise interest therein shall accrue from and after such date. (c) After the occurrence and during the continuation of any Event of Default, the principal amount of all of the Obligations (and, to the extent permitted by applicable law), all accrued interest thereon may, if elected by Lender in its discretion, bear interest at a rate per annum equal to as much as two hundred basis points (2.00%) above the interest rate otherwise in effect pursuant to this Section 4.03, which rate adjustment shall be effective from and after the tenth (10th) day after the date written notice thereof is given by the Lender to the Borrower, and at the option of the Lender, the ability of the Borrower to obtain any further Loans or Letters of Credit may be suspended. SECTION 4.04. PAYMENTS, PREPAYMENTS AND COMPUTATIONS. (a) Except as may be otherwise specifically provided herein, all payments by the Borrower with respect to the Loans, the Reimbursement Obligations or any other Obligations under this Agreement or any of the other Credit Documents shall be made without defense, set-off or counterclaim to the Lender not later than 2:00 p.m. (Eastern Time) on the date when due and shall be made in lawful money of the United States of America in immediately available funds. Any payment received by Lender before 2:00 p.m. on a Business Day shall be credited to the Obligations in the manner set forth in this Agreement on such Business Day. Any payment received by Lender on a non-Business Day or after 2:00 p.m. (Eastern Time) on any Business Day shall be deemed received by Lender at the opening of its business on the next Business Day and shall be credited to the Obligations in the manner set forth in this Agreement on such next Business Day. Whenever any payment to be made hereunder or under the Note or any of the other Credit Documents shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension. All computation of interest or fees due hereunder or under any of the other Credit Documents shall be made on the basis of a year of 360 days and the actual number of days elapsed. (b) Any voluntary prepayment made on the Loans shall be applied, first, to interest accrued thereon through the date thereof and then principal in the manner set forth in Section 4.04(c) below. (c) All payments or prepayments of principal, interest or otherwise received by Lender prior to any payment default under the Note or with respect to any Obligations relating to a Letter of Credit shall be applied, first, to the Exim-Guaranteed Obligations, and, second, to the Non-Guaranteed Obligations; provided, however, that any -27- payment received by Lender from Borrower subsequent to any payment default under the Note or with respect to any Obligations relating to a Letter of Credit shall be applied pro-rata to all of the Obligations (or to a trust or collateral account described in Section 9.02 hereof with respect to any Letters of Credit then outstanding), based upon the total amount of such Obligations outstanding and the total stated amount of any Letters of Credit outstanding as of the date of the payment default. (d) Borrower may voluntarily prepay the Loans, in whole or in part (which prepayment shall be applied in accordance with Section 4.04(b)(iv) above), at any time without premium or penalty. SECTION 4.05. COLLATERAL AND GUARANTIES. The Obligations shall be secured pursuant to the Security Documents. The repayment of ninety percent (90%) of the Exim-Guaranteed Obligations shall be guaranteed pursuant to the terms of the Eximbank Guarantee. The Borrower also shall execute or deliver (or cause to be executed and delivered) any and all financing statements, financing statement amendments, notice filings and such other documents as the Lender may reasonably request from time to time in order to perfect or maintain the perfection of the Lender's Liens under such Security Documents. The Obligations shall be fully guaranteed by each Guarantor pursuant to the Parent Guaranty and the Subsidiary Guaranty. SECTION 4.06. LOAN ACCOUNT. The Lender shall open and maintain on its books one or more loan accounts in the name of the Borrower, and such loan account or accounts shall show as debits thereto the Lender's Loans made to the Borrower under this Agreement and as credits thereto all payments received by the Lender and applied thereto so that the balance of the loan account or accounts of the Borrower with the Lender at all times shall reflect the principal amount of the Loans then outstanding from the Lender to the Borrower. The entries made in the aforesaid loan account or accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of the Obligations of the Borrower therein recorded and any payments thereon. The Lender will account to the Borrower from time to time with periodic statements of borrowings, charges and payments made pursuant to this Agreement and the other Credit Documents, and each such account rendered by the Lender shall be deemed final, binding and conclusive unless the Lender is notified by the Borrower in writing within thirty (30) days after the date such account is so rendered that the Borrower disputes any item thereof (but any such notice by the Borrower shall be deemed an objection only to those items specifically set forth in such notice). Failure by the Lender to render any such account shall in no way affect Lender's rights hereunder or under any of the other Credit Documents. SECTION 4.07. CAPITAL ADEQUACY. Without limiting any other provisions of this Agreement, in the event that the Lender determines after the date hereof that the introduction or change after the date of this Agreement of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, or any change therein or in the interpretation or application thereof after the date of this Agreement, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from a central bank or governmental authority or body having jurisdiction which is introduced or changed after the date of this -28- Agreement, does or shall have the effect of reducing the rate of return on the Lender's capital as a consequence of its obligations hereunder or under a Letter of Credit to a level below that which the Lender could have achieved but for such law, treaty, rule, regulation, guideline or order or such change or compliance (taking into consideration the Lender's policies with respect to capital adequacy and assuming the full utilization of the Lender's capital immediately before such adoption, change or compliance) by an amount reasonably deemed by the Lender to be material, then the Lender shall promptly after its determination of such occurrence notify the Borrower thereof. The Borrower agrees to pay to the Lender as an additional fee from time to time, within ten (10) days after written notice and demand by the Lender, such amount as the Lender certifies to be the amount that will compensate it for such reduction in connection with its obligations hereunder or under a Letter of Credit. A certificate of the Lender claiming compensation under this Section 4.07 shall be conclusive in the absence of manifest error or fraud and shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, the Lender may use reasonable averaging and attribution methods. SECTION 4.08. AGREEMENTS REGARDING INTEREST AND OTHER CHARGES. Borrower and the Lender hereby agree that the only charges imposed or to be imposed by the Lender upon Borrower for the use of money in connection with the Loans or Letters of Credit is and will be the interest required to be paid under the provisions of this Agreement as well as the related provisions of the Note. In no event shall the amount of interest due and payable under this Agreement, the Note or any of the other Credit Documents exceed the maximum rate of interest allowed by applicable law and, in the event any such payment is made by the Borrower or any other Credit Party or received by the Lender, such excess sum shall be credited as a payment of principal. It is the express intent hereof that the Borrower not pay and the Lender not receive, directly or indirectly or in any manner, interest in excess of that which may be lawfully paid under applicable law. All interest and other charges, fees or other amounts deemed to be interest which are paid or agreed to be paid to the Lender under this Agreement, the Note or any of the other Credit Document shall, to the maximum extent permitted by applicable law, be amortized, allocated and spread on a pro rata basis throughout the entire actual term of the Loans (including any extension or renewal period). Any and all fees payable hereunder are not intended, and shall not be deemed, to be interest or a charge for the use of money, but rather shall constitute an "other charge" within the meaning of O.C.G.A. Section 7-4-2(a)(1). SECTION 4.09. OBLIGATIONS ABSOLUTE; LIMITATION OF LIABILITY WITH RESPECT TO LETTERS OF CREDIT. The Borrower's Obligations under this Agreement (including without limitation its Obligations hereunder to reimburse the Lender for the amount of any draft drawn under any Letter of Credit) are primary, absolute, independent, irrevocable, continuing and unconditional, and such obligations shall be performed by the Borrower strictly in accordance with the terms of this Agreement under all circumstances whatsoever. As between the Borrower and the Lender, the Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by the beneficiaries of such Letter of Credit. Without limiting the generality of the foregoing, the Obligations of the Borrower under this Agreement shall not be impaired, affected or released by: (i) the voluntary or involuntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Borrower or any marshalling -29- of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement or similar proceeding affecting the Borrower; (ii) any lack of validity or enforceability of the transactions contemplated by or related to any Letter of Credit; (iii) any amendment or waiver of or consent to depart from all or any of the terms of the transactions contemplated by any Letter of Credit; (iv) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against the Lender, the beneficiary or other user of any Letter of Credit, or any other person or entity, whether in connection with this Agreement, the transactions contemplated herein, the transactions contemplated by any Letter of Credit, or any unrelated transaction; or (v) the fact that any draft, affidavit, certificate, letter, invoice or other document presented under any Letter of Credit proves to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to have been untrue or inaccurate in any respect. Notwithstanding the foregoing, nothing contained in this Section 4.09 is intended to relieve the Lender of any of its obligations under this Agreement or the other Credit Documents or under applicable law, including the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500. ARTICLE V. CONDITIONS PRECEDENT The obligation of the Lender to make any Loan (other than a Loan deemed made pursuant to Section 2.01(a)(iii), 2.01(b)(iii) or 9.02(a)(iii) hereof) or issue any Letter of Credit hereunder shall be subject to the satisfaction of the following conditions precedent: SECTION 5.01. CONDITIONS PRECEDENT TO INITIAL LOAN OR INITIAL LETTER OF CREDIT. At the time of the initial Loan under this Agreement or the issuance of the initial Letter of Credit (other than the Existing Letters of Credit and an Exim-Guaranteed Letter of Credit) under this Agreement, and subject to such exceptions as may be granted by Lender in its discretion, the Lender shall have received the following (all documents to be in form and substance satisfactory to the Lender): (a) this Agreement and the Note duly completed and executed; (b) the duly executed and completed Security Documents (other than the Borrower Agreement, the Eximbank Loan Authorization Agreement and the Eximbank Guarantee); (c) satisfactory evidence of the recording of such Uniform Commercial Code financing statements and other documents in such filing offices as Lender may deem necessary or appropriate to perfect or maintain the perfection of the Lender's Liens under the aforesaid Security Documents as well as written reports of examinations of the public records of such filing office as the Lender may deem necessary or appropriate indicating -30- that there are no other Liens of record covering any of the Collateral covered by such Security Documents (except Permitted Liens); (d) a closing certificate of the Borrower, each of its Subsidiaries and the Parent duly executed and appropriately completed and attaching the authorizing resolutions of the Borrower, each of its Subsidiaries or the Parent, as applicable, and setting forth incumbency provisions for the officers thereof; (e) an opinion of counsel for the Borrower and the Parent, satisfactory to the Lender, addressed to the Lender and covering such matters as Lender may deem appropriate; (f) a copy of the Certificate of Incorporation (or other comparable charter instrument) of the Borrower, each of its Subsidiaries and the Parent (certified as of a recent date by the Secretary of State of the state of incorporation of the Borrower, each of its Subsidiaries or the Parent, as applicable) together with current good standing certificates or certificates of existence for the Borrower, each of its Subsidiaries and the Parent issued as of a recent date by the Secretary of State of the state of incorporation of the Borrower, each of its Subsidiaries and the Parent and of such other jurisdictions where the Borrower, each of its Subsidiaries and the Parent presently is qualified to do business as a foreign corporation (subject to such exceptions as may be acceptable to the Lender); (g) copies of all documents and instruments, including all consents, authorizations and filings, required under any Requirement of Law or by any Contractual Obligation of Borrower in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be reasonably satisfactory in form and substance to the Lender and shall be in full force and effect and all applicable waiting periods shall have expired; (h) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to Lender; (i) the initial Export-Related Borrowing Base Certificate duly completed and executed by Borrower; (j) the payment by Borrower to Lender of the applicable fees specified in Section 4.02 hereof; (k) satisfactory written evidence of the assignment of the proceeds of the Export Contract Letters of Credit related to the Existing Letters of Credit; (l) since December 31, 2001, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; and -31- (m) such other documents, certificates, approvals, filings or other items as the Lender may reasonably request. SECTION 5.02. ADDITIONAL CONDITIONS PRECEDENT TO EXIM-GUARANTEED LOANS AND ISSUANCE OF EXIM-GUARANTEED LETTERS OF CREDIT. At the time of the making of any Exim-Guaranteed Loan and the issuance of each Exim-Guaranteed Letter of Credit, and subject to such exceptions as may be granted by Lender in its discretion, all conditions precedent set forth in Section 5.01 and 5.03 shall have been satisfied and the Lender shall have received the following (all documents to be in form and substance satisfactory to Lender): (a) the duly executed and completed Eximbank Guarantee, Eximbank Loan Authorization Agreement, Borrower Agreement and Exim-Guaranteed Note; (b) such other documents, pledge agreements, guaranties, certificates, approvals, filings or other items as Eximbank may request or require; (c) satisfactory written evidence that all conditions precedent to the effectiveness of the Eximbank Guarantee have been satisfied (or waived in writing by Eximbank); (d) an opinion of counsel for the Borrower satisfactory to both Lender and Eximbank addressed to both Lender and Eximbank and covering such matters as Lender may deem appropriate; (e) the payment by Borrower to Lender of the applicable fees specified in Section 4.02 hereof; and (e) such other documents, certificates, approvals, filings or other items as the Lender may reasonably request. SECTION 5.03. CONDITIONS PRECEDENT TO ALL LOANS AND LETTERS OF CREDIT. At the time of (and after giving effect to) the making of any Loan under this Agreement or the issuance of any Letter of Credit, the following conditions shall have been satisfied or shall exist: (a) there shall then exist no Default or Event of Default, including, without limitation, any Default or Event of Default arising from any violation of Section 8.08 (restrictions on advances to stockholders and affiliates); (b) Borrower shall have delivered to Lender an Export-Related Borrowing Base Certificate within the past 30 calendar days; (c) all representations and warranties by the Borrower contained herein or in the other Credit Documents (other than those representations and warranties which are, by their terms, expressly limited to the date made or given) shall be true and correct in all material -32- respects with the same effect as though such representations and warranties had been made on and as of the date of such Loan; (d) since the date of the most recent financial statements described in Section 6.02 or received pursuant to Section 7.01, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect; (e) there shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of the Borrower, threatened (i) which has had or reasonably could be expected to have a Material Adverse Effect or (ii) seeking to prohibit or restrict Borrower's ownership or operation of any material portion of its business or assets or to compel Borrower to dispose of or hold separate all or any material portion of its businesses or assets, which has had or reasonably could be expected to have a Material Adverse Effect; (f) the Loan to be made or the Letter of Credit to be issued and the use of proceeds thereof shall not contravene, violate or conflict with, or involve Borrower or the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority; and (g) In the case of any Exim-Guaranteed Loan or Exim-Guaranteed Letter of Credit, all applicable conditions precedent to the making of such Loan or the issuance of such Letter of Credit set forth in the Eximbank Guarantee, the Borrower Agreement and the Eximbank Loan Authorization Agreement shall have been satisfied, the Lender shall not have received notice from the Eximbank directing that the Lender not make such Loan or issue such Letter of Credit and the Eximbank Guarantee shall not prohibit the Lender from making such Loan or issuing such Letter of Credit. Each request by Borrower for a Loan and each request by Borrower for the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower to the Lender, as of the date of such Loan or the date of the issuance of such Letter of Credit (as the case may be), that all of the applicable conditions specified in this Article have been satisfied. ARTICLE VI. REPRESENTATIONS AND WARRANTIES Borrower hereby represents and warrants to the Lender as follows: SECTION 6.01. ORGANIZATION; SUBSIDIARIES; AUTHORIZATION; VALID AND BINDING OBLIGATIONS. The Borrower is a corporation duly organized and validly existing in good standing under the laws of South Dakota. The Borrower is duly qualified as a foreign corporation in good standing in the State of Georgia and each other jurisdiction where the ownership of property or the nature of the business transacted by it makes such qualification necessary, except where the failure -33- to be so qualified would not have a Material Adverse Effect. The Borrower has all requisite power and authority to execute and deliver the Credit Documents to which it is a party, to perform its obligations under such Credit Documents and to own its property and carry on its business. The Credit Documents have been duly authorized by all requisite corporate action on the part of the Borrower and duly executed and delivered by authorized officers of the Borrower. Each of the Credit Documents to which the Borrower is a party constitutes a valid obligation of the Borrower, legally binding upon and enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. SECTION 6.02. FINANCIAL STATEMENTS. All of the financial statements for Borrower and its Subsidiaries provided to the Lender fairly present the financial condition of the Borrower and its Subsidiaries as at the dates thereof and the results of their operations for the periods covered thereby in conformity with GAAP (subject, in the case of interim financial statements, to normal year-end adjustments), except that in no event shall the assets, liabilities, financial results or business operations of M-Tron, Spinnaker or their respective subsidiaries be considered in connection with the preparation of such financial statements for the Borrower. Since the date of the most recent annual financial statements for Borrower and its Subsidiaries presented to the Lender, there has been no Material Adverse Effect. SECTION 6.03. ACTIONS PENDING. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against any Credit Party or any properties or rights of any Credit Party, by or before any court, arbitrator or administrative or governmental body which has had or could reasonably be expected to result in any Material Adverse Effect. SECTION 6.04. TITLE TO PROPERTIES. Borrower and its Subsidiaries have good and marketable title to all of its respective properties and assets (other than properties and assets disposed of in the ordinary course of business), subject to no Lien of any kind except Liens granted under the Security Documents or Permitted Liens. As of the date hereof, Borrower or and its Subsidiaries own no real property other than the real property covered by the Security Deed. SECTION 6.05. TAXES. Borrower has filed all federal, state and other income tax returns which, to the knowledge of the Borrower, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are not due or which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP as required below. SECTION 6.06. CONFLICTING AGREEMENTS AND OTHER MATTERS. Neither the execution nor delivery of this Agreement, nor fulfillment of or compliance with the terms and provisions of this Agreement, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (other than any Lien arising under any Credit Document) upon any of the properties or -34- assets of any Credit Party pursuant to the charter or by-laws of such Credit Party, any award of any arbitrator or any agreement, instrument, order, judgment, decree, statute, law, rule or regulation to which any Credit Party or any of its property is subject. SECTION 6.07. ERISA. Except as may have been expressly disclosed in writing by Borrower to the Lender, no accumulated funding deficiency (as defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, exists with respect to Borrower's Plans (other than a Multiemployer Plan), no liability to the PBGC has been or is expected to be incurred by Borrower with respect to any Plan (other than a Multiemployer Plan) which has or could reasonably be expected to have a Material Adverse Effect, and Borrower has not incurred any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which has or could reasonably be expected to have a Material Adverse Effect. The execution and delivery of the Credit Documents will not involve any transaction which is subject to any prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975 of the Code. SECTION 6.08. GOVERNMENTAL AND THIRD PARTY CONSENTS. Except for any recording or filing which may be required by applicable law to perfect or maintain the perfection of the Lender's Liens in the Collateral, and except for the execution and delivery of the Eximbank Guarantee and the Eximbank Loan Authorization Agreement, no consent, approval or authorization of, or declaration or filing with, any governmental authority or third party is required for the valid execution, delivery and performance by any Credit Party of the Credit Documents executed by such Person or the consummation of any of the transactions contemplated by the Credit Documents. SECTION 6.09. COMPLIANCE WITH LAWS AND REGULATIONS. Borrower is in compliance with all federal, state, local, and other laws, ordinances and other governmental rules or regulations to which it is subject, including without limitation, Environmental Laws and laws and regulations relating to equal employment opportunity and employee safety, and Borrower will promptly comply with all such laws and regulations which may be legally imposed on Borrower in the future, except where the failure to so comply has not had or could not reasonably be expected to have a Material Adverse Effect. SECTION 6.10. POSSESSION OF LICENSES, LEASES, FRANCHISES, ETC.. Borrower possesses any and all licenses, leases, franchises, certificates, permits and other authorizations from any governmental or regulatory authorities or from any other Person that are necessary in any material respect for the ownership, maintenance and operation of their respective properties and assets and Borrower is not is in violation of any thereof in any material respect. SECTION 6.11. ENVIRONMENTAL COMPLIANCE. Borrower has obtained all material permits, licenses and other authorizations which are required under Environmental Laws, and Borrower is in compliance in all material respects with all terms and conditions of such permits, licenses and authorizations and are also in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Laws. Borrower is not aware of, or has received notice of, any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which, with respect to Borrower, may interfere with or prevent -35- compliance or continued compliance in all material respects with Environmental Laws, or may give rise to any material common law or legal liability, or otherwise form the basis of any material claim, action, demand, suit, proceeding, hearing, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling, or the emission, discharge, release or, threatened release into the environment, of any pollutant, contaminant, chemical, or industrial, toxic or hazardous substance or waste. There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice or demand proceeding pending or, to the knowledge of the Borrower, threatened against Borrower relating in any way to Environmental Laws. SECTION 6.12. MARGIN REGULATIONS AND INVESTMENT COMPANY ACT, ETC.. No part of the proceeds of any of the Loans or the Letters of Credit will be used for any purpose which violates, or which would be inconsistent or not in compliance with, the provisions of the applicable Margin Regulations. Borrower is not an "investment company" or a company "controlled" by an "investment company" (as each of the quoted terms is defined or used in the Investment Company Act of 1940, as amended). Borrower is not subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or any foreign, federal or local statute or regulation limiting its ability to incur Indebtedness for money borrowed, to guarantee such Indebtedness or to grant Liens on any of its assets to secure such indebtedness, as contemplated by this Agreement or by any other Credit Document. SECTION 6.13. LABOR MATTERS. Except as may have been expressly disclosed in writing to Lender by Borrower, Borrower has not experienced any strike, labor dispute, slow down or work stoppage due to labor disagreements, and, to the knowledge of the Borrower, there is no strike, dispute, slow down or work stoppage threatened against Borrower. There are no claims or lawsuits which have been asserted or instituted against Borrower on the basis that it did not perform in respect of any undertakings made towards its employees or their representatives and no basis for such claim or lawsuits exists. Borrower has acted in all material respects in accordance with any agreements entered into with representatives of its employees relating to their relations with and obligations towards their employees. SECTION 6.14. DISCLOSURE. Neither this Agreement nor any other document, certificate or statement furnished to the Lender by or on behalf of any Credit Party in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not materially misleading. There is no fact peculiar to any Credit Party which could reasonably be expected to have a Material Adverse Effect and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Lender by or on behalf any Credit Party prior to the date hereof in connection with the transactions contemplated hereby. SECTION 6.15. INSURANCE. Borrower maintains insurance with respect to its properties and businesses, with financially sound and reputable insurers, having coverages against losses or damages of the kinds customarily insured against by reputable companies engaged in the same or similar businesses, such insurance being in amounts no less than those amounts which are customary for such companies under similar circumstances. Borrower has paid all insurance -36- premiums due and owing with respect to such insurance policies and coverages and such policies and coverages, are in full force and effect. SECTION 6.16. REAFFIRMATION. Each request by Borrower for the advance of a Loan or the issuance of a Letter of Credit shall constitute (i) an automatic representation and warranty by Borrower to Lender that there does not exist any Default or Event of Default as of the date of such request as well as after giving effect to the advance of such Loan or the issuance of such Letter of Credit (as the case may be) and (ii) a reaffirmation as of the date of said request as well as after giving effect to such Loan advance or such Letter of Credit issuance of all of the representations and warranties of the Credit Parties contained in this Agreement and the other Credit Documents except as to those changes (if any) otherwise consented to by the Lender or contemplated herein. ARTICLE VII. AFFIRMATIVE COVENANTS For so long as this Agreement is in effect, and unless the Lender expressly consents in writing to the contrary, the Borrower covenants and agrees to comply with the following covenants: SECTION 7.01. FINANCIAL STATEMENTS AND NOTICES. Borrower shall promptly deliver to the Lender: (a) within forty-five (45) days after the end of each fiscal quarter of Borrower, a consolidated and consolidating balance sheet, income statement and statement of cash flow of Borrower and its Subsidiaries as at the end of such period, setting forth in the case of each quarterly statement in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP (subject to changes resulting from normal year-end adjustments, and except that in no event shall the assets, liabilities, financial results or business operations of M-Tron, Spinnaker or their respective subsidiaries be considered in connection with the preparation of such financial statements for the Borrower), but not audited, and, accompanied by a duly completed and executed Officer's Certificate certifying Borrower's compliance with the covenants in this Agreement as of the date of the delivery of such financial statements; (b) within one hundred twenty (120) days after the end of each fiscal year of Parent, consolidated and consolidating statement of income and cash flows of Parent (including Borrower and its Subsidiaries) for such year, and a balance sheet of Parent (including Borrower and its Subsidiaries) as at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, all in reasonable detail, including all footnotes and disclosures, prepared in accordance with GAAP and reasonably satisfactory in scope to the Lender and audited in accordance with generally accepted auditing standards and certified to Parent by independent public accountants of recognized standing selected by Parent and reasonably acceptable to the -37- Lender whose certificate shall be unqualified, which financial statements shall be accompanied by a duly completed and executed Officer's Certificate certifying Borrower's compliance with the covenants in this Agreement as of the date of the delivery of such financial statements; (c) promptly upon receipt thereof, a copy of each other report submitted to Borrower by its independent public accountants in connection with any annual, interim or special audit made by them of the books of Borrower (including, without limitation any management report prepared in connection with such accountants' annual audit of Borrower); (d) promptly upon obtaining knowledge of an Event of Default, an Officer's Certificate specifying the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto; (e) immediately upon becoming aware that the holder of any evidence of indebtedness or any security of Borrower has given notice or taken any other action with respect to a claimed default or event of default with respect to such indebtedness or security or event which, with the giving of notice or passage of time, or both, would constitute a default with respect to such indebtedness or security, an Officer's Certificate specifying the notice given or action taken by such holder and the nature of the claimed default or event and what action Borrower is taking or proposes to take with respect thereto, provided that in each and every case noted above the aggregate outstanding principal balance of the indebtedness or security involved (or all such indebtedness or securities combined) must equal or exceed $50,000; (f) promptly after (i) the occurrence thereof, notice of the institution by any Person of any action, suit or proceeding or any governmental investigation or any arbitration, before any court or arbitrator or any governmental or administrative body, agency, or official, against Borrower, or any material property of Borrower, in which the amount in controversy is stated to be more than $50,000 individually or in the aggregate or, where no amount in controversy is stated, which might, if adversely determined, have a Material Adverse Effect or (ii) the receipt of actual knowledge thereof, notice of the threat of any such action, suit, proceeding, investigation or arbitration, each such notice under this subsection to specify, if known, the amount of damages being claimed or other relief being sought, the nature of the claim, the Person instituting the action, suit, proceeding, investigation or arbitration, and any other significant features of the claim; (g) promptly after learning thereof, notice of the occurrence of any Reportable Event or any other act or condition arising in connection with any Plan which Borrower believes might constitute grounds for the termination thereof by the PBGC or for the appointment by any appropriate United States district court of a trustee to administer such Plan; -38- (h) prompt notice in writing of the occurrence of any of the following: (i) the Borrower begins or consents in any manner to any proceeding or arrangement for its liquidation in whole or in part or to any other proceeding or arrangement whereby any of its assets are subject generally to the payments of its liabilities or by any receiver, trustee, liquidator or the like is appointed for it or any substantial part of its assets (including without limitation the filing by the Borrower of a petition for appointment as a debtor-in-possession under Title 11 of the U.S. Code); (ii) the Borrower fails to obtain the dismissal or stay on appeal within thirty (30) calendar days of the commencement of any proceeding arrangement referred to in (i) above; (iii) the Borrower begins any other procedure for the relief of financially distressed or insolvent debtors, or such procedure has been commenced against it, whether voluntarily or involuntarily, and such procedure has not been effectively terminated, dismissed or stayed within thirty (30) calendar days after the commencement thereof; or (iv) the Borrower begins any procedure for its dissolution, or a procedure therefor has been commenced against it; (i) not less than twenty (20) days after the end of each month, (i) a written project progress report on the status of work completed on each Export Contract and each Domestic Contract in form and substance satisfactory to Lender, (ii) a written aging of Borrower's accounts payables and accounts receivables in form and substance satisfactory to Lender, (iii) a backlog report listing of all unfilled orders, and (iv) a Export-Related Borrowing Base certificate in form and substance satisfactory to Lender, which report shall be duly completed and shall be certified by the president, chief financial officer or controller of Borrower and shall be used by the Lender to determine the Export-Related Borrowing Base then in effect, together with such other monthly written inventory statements and accounts receivable reconciliation statements covering the Collateral as the Lender may request; (j) all statements, reports and notices required to be delivered by Borrower to Lender pursuant to (and within the time period specified in) the Borrower Agreement, if in effect; and (k) with reasonable promptness, such other information relating to the operations, management, business, properties or financial condition of Borrower or any Plan as the Lender may reasonably request in writing from time to time. SECTION 7.02. INSPECTION OF PROPERTY. Borrower will permit any Person designated by the Lender to visit and inspect any of the properties of Borrower, to examine the books and records of Borrower and such other documents as the Lender may reasonably request and make copies thereof or extracts therefrom, and to inspect and discuss the activities, affairs, finances and accounts of Borrower with the officers of Borrower and with Borrower's independent public accountants, all at such reasonable times and as often as the Lender may reasonably request. Borrower shall cause its officers and employees to give full cooperation and assistance in connection with any such visit and inspection. Without limiting the generality of the foregoing, Borrower agrees (at Borrower's expense) to permit Lender, or any Person designated by Lender to -39- visit and inspect the Collateral and the books and records relating thereto at least one time every six (6) months. SECTION 7.03. BOOKS AND RECORDS. Borrower shall keep its books, records and accounts in accordance with GAAP, except that in no event shall the assets, liabilities, financial results or business operations of M-Tron, Spinnaker or their respective subsidiaries be considered in connection with the preparation of such books, records and accounts. SECTION 7.04. MAINTENANCE OF INSURANCE. Borrower shall maintain with financially sound and responsible insurers reasonably acceptable to the Lender, insurance with respect to its properties and business against such casualties and contingencies (including fire, worker's compensation and public liability, larceny, embezzlement or other criminal misappropriation) and in such amounts as is customary in the case of similarly situated corporations engaged in the same or similar businesses. SECTION 7.05. MAINTENANCE OF CORPORATE EXISTENCE, PROPERTIES, LICENSES, ETC. Except to the extent otherwise permitted hereby, Borrower will do or cause or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect the corporate, partnership or other legal existence of each Credit Party and the patents, trademarks, service marks, trade names, service names, copyrights, licenses, leases, permits, franchises and other rights, that continue to be useful in some material respect to the business of each Credit Party, and at all times maintain, preserve and protect all licenses, leases, permits, franchises and other rights that continue to be useful in some material respect to the business of each Credit Party, and preserve all the remainder of its property useful in the conduct of its business and keep the same in good repair, working order and condition (ordinary wear and tear excepted), and from time to time, make, or cause to be made, all needful and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly and advantageously conducted at all times. SECTION 7.06. PAYMENT OF TAXES AND CLAIMS. Borrower will pay and discharge or cause to be paid and discharged all taxes, assessments and governmental charges or levies imposed upon it or upon its respective income and profits or upon any of its property, real, personal or mixed or upon any part thereof, before the same shall become in default as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might become a Lien or charge upon such properties or any part thereof, provided that Borrower shall not be required to pay and discharge or cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity thereof shall be timely contested in good faith by appropriate proceedings and it shall have set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim, so contested in accordance with GAAP; and provided, further, that payment with respect to any such tax, assessment, charge, levy or claim shall be made before any property of Borrower shall not be seized or sold in satisfaction thereof. SECTION 7.07. TYPE OF BUSINESS. Borrower will remain substantially in the same businesses in which Borrower is engaged as of the date of this Agreement or in such other types of business which are reasonably related or incidental thereto. -40- SECTION 7.08. COMPLIANCE WITH LAWS, ETC. The Borrower shall comply, and cause each of its Subsidiaries to comply with all Requirements of Laws (including, without limitation, all Environmental Laws and all laws under ERISA) and Contractual Obligations (including without limitation, all Export Contracts and all Domestic Contracts) applicable to or binding on it where the failure to comply with such Requirements of Law and Contractual Obligations would reasonably be expected to have a Material Adverse Effect. SECTION 7.09. FINANCIAL COVENANTS. Borrower shall comply with the following financial covenants: (a) Borrower's Leverage Ratio as of the end of each fiscal month or year of Borrower shall not be more than 2.5 to 1.0. (b) Borrower shall at all times maintain a Consolidated Tangible Net Worth of at least $4,400,000 plus (1) fifty percent (50.0%) of Consolidated Net Income, if any, for each fiscal quarter commencing with the fiscal quarter ended March 31, 2002 and (2) fifty percent (50.0%) of the amount by which the Borrower's "total stockholder's equity" is increased as a result of any public or private offering of common stock of the Borrower after the Closing Date. (c) Borrower's Adjusted Leverage Ratio as of the end of each fiscal month or year of Borrower shall not be more than 4.0 to 1.0. SECTION 7.10. BANK ACCOUNTS. The Borrower and its Subsidiaries shall not open or maintain any deposit account with any institution other than the Lender. ARTICLE VIII. NEGATIVE COVENANTS For so long as this Agreement is in effect, and unless the Lender expressly consents in writing to the contrary, the Borrower covenants and agrees to comply with the following covenants: SECTION 8.01. LIENS. Borrower will not create, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, except: (a) Liens for taxes (including ad valorem taxes), assessments or other governmental charges or levies not yet due or which are being actively contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of Borrower in accordance with GAAP; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of Borrower in accordance with GAAP; (c) Liens incurred or deposits made in the ordinary course of business in connection with workers' -41- compensation, unemployment insurance and other types of social security benefits or obligations or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations, provided that such Liens were not incurred in connection with the borrowing of money or the obtaining of advances; (d) zoning ordinances, easements, licenses, restrictions on the use of real property and minor irregularities in title thereto which do not materially impair the use of such property in the operation of the business of Borrower or the value of such property; (e) inchoate Liens arising under ERISA to secure current service pension liabilities as they are incurred under the provisions of Plans from time to time in effect; (f) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any property of Borrower, or to use such property in a manner which does not materially impair the use of such property for the purposes for which it is held by Borrower; (g) Liens created under the Security Documents or other Liens in favor of Lender; (h) Liens outstanding as of the date hereof and which secure the First Port City Bank Indebtedness so long as such Liens do not attach to any of Borrower's Accounts Receivable or Inventory; and (i) Liens outstanding on the Closing Date and which are set forth on the UCC search report of the Credit Parties attached hereto as Exhibit C. SECTION 8.02. MERGER, CONSOLIDATION, ACQUISITIONS, ETC. Borrower shall not (a) merge, consolidate or exchange shares with any other entity; (b) liquidate or dissolve itself; (c) sell, lease, transfer or otherwise dispose of all or any substantial part of its properties, or any part of its properties which are essential to the conduct of its business or operations; (d) acquire all or substantially all of the assets or stock of any other Person; (e) make any material change in its corporate structure or identity or change its corporate name or state of incorporation; or (f) enter into any agreement to do any of the foregoing; provided, however, Borrower may sell or transfer all or part of the capital stock of M-Tron and Spinnaker, but only if (i) prior to such sale, Borrower has delivered to Lender a duly executed certificate of the chief financial officer of Borrower, in the form set forth as Exhibit D hereto, certifying to Lender that no Material Adverse Effect, Default or Event of Default would result from such sale or transfer, and (ii) the Borrower shall not pay or reimburse any other party for any legal, accounting or other fees incurred in connection with such sale or transfer. SECTION 8.03. ERISA MATTERS. Borrower shall not incur or suffer to exist any material accumulated funding deficiency within the meaning of ERISA or incur any material liability to the PBGC established under ERISA (or any successor thereto under ERISA) or otherwise take or fail to take any action with respect to any Plan where such action or failure has had or could reasonably be expected to result in a Material Adverse Effect. SECTION 8.04. USE OF PROCEEDS. Borrower shall not use the proceeds of any of the Loans for any purpose other than as and to the extent permitted by Sections 2.01 hereof. SECTION 8.05. TRANSFER OF CONTROLLING EQUITY INTEREST. Borrower shall not make any change in its capital structure, including without limitation the issuance or sale of any shares of Borrower's or its Subsidiaries' stock, warrants or other securities convertible into stock or any revision of the terms of the Credit Parties' outstanding stock. Borrower shall not make any payment on account of the purchase, redemption, defeasance, sinking fund or other retirement of its -42- stock or warrants or any other payment or distribution made in respect thereof, either directly or indirectly. SECTION 8.06. DIVIDENDS. The Borrower shall not declare or pay, or set apart any funds for the payment of, any dividends on any shares of stock of any class of the Borrower, or apply any of its funds, property or assets to, or set apart any funds, property or assets for, the purchase, redemption or other requirement of, or make any other distribution, by reduction of capital or otherwise, in respect of any class of shares of the Borrower's stock, or with respect to any other funds or assets; provided, however, that notwithstanding the foregoing, and provided further that no Default or Event of Default shall have occurred and be continuing at the time of such or shall result from such action, (i) Borrower may declare and pay on an annual basis a cash dividend to the Parent equal to fifty percent (50.0%) of the Consolidated Net Income of the Borrower and its Subsidiaries for the prior fiscal year, (ii) the Borrower may declare and pay dividends payable in stock of the Borrower, M-Tron or Spinnaker, (iii) upon each receipt by the Borrower of any dividend in respect of its shares of stock in M-Tron or Spinnaker, the Borrower may declare and pay a dividend on the shares of stock in the Borrower in form and amount identical to such dividend on the shares of stock in M-Tron or Spinnaker, and (iv) Borrower may declare and pay dividends of proceeds realized by the Borrower upon the sale or other disposition of its shares of stock in M-Tron or Spinnaker. SECTION 8.07. ADVANCES TO STOCKHOLDERS AND AFFILIATES. Neither the Borrower nor any Subsidiary of the Borrower (other than M-Tron, Spinnaker or their respective subsidiaries) shall make any advances or payments of any kind to any stockholder or affiliated or related entity (including but not limited to, partnerships, joint ventures, joint stock companies, corporations, parent companies or Subsidiaries); provided, however, that notwithstanding the foregoing, and provided further that no Default or Event of Default shall have occurred and be continuing at the time of such action or shall result from such action, (i) until such time, if any, that the Borrower fails to maintain a positive Consolidated Net Income during any fiscal quarter, the Borrower may pay an annual management fee in an amount not to exceed $250,000 to the Parent in quarterly payments of $62,500.00 each, (ii) the Borrower may reimburse to the Parent the Borrower's share (but not the shares of M-Tron, Spinnaker or their respective subsidiaries) of audit expenses, directors' and officers' insurance and taxes actually incurred or paid by the Parent on behalf of the Borrower, provided that prior to making such reimbursement payment the Borrower delivers to Lender a certificate stating the amount and purpose of such reimbursement payment and certifying that such payment is an actual and direct operating expense of Borrower and is not for the benefit of any other Person, and (iii) Borrower may make intercompany loans to Lynch Amav or Lynch International pursuant to the terms and conditions of Section 8.08. SECTION 8.08. INDEBTEDNESS. Neither the Borrower nor any Subsidiary of the Borrower (other than M-Tron, Spinnaker and their respective subsidiaries) shall create, incur, assume, guarantee or suffer to exist any Indebtedness other than (i) Indebtedness of Borrower hereunder, (ii) Indebtedness of Borrower consisting of obligations to trade creditors incurred in the ordinary course of business that are unsecured and not overdue by more than 6 months unless being contested in good faith, (iii) First Port City Bank Indebtedness, (iv) all rental obligations under leases that are not required to be capitalized under GAAP, and (v) Indebtedness consisting of -43- intercompany loans and advances made by Borrower to either Lynch Amav or Lynch International; provided, however, that with respect to such intercompany loans and advances: (A) Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to Lender; (B) at the time any such intercompany loan or advance is made by Borrower to Lynch Amav or Lynch International and after giving effect thereto, each of the Borrower, Lynch Amav and Lynch International shall be solvent; (C) no Default or Event of Default would occur and be continuing after giving effect to any such proposed intercompany loan; (D) the aggregate principal amount of all intercompany loans made by Borrower to both Lynch Amav and Lynch International shall not exceed $1,850,000 at any time and (E) the aggregate principal amount of all additional intercompany loans made by Borrower to both Lynch Amav and Lynch International after the Closing Date shall not exceed $250,000. SECTION 8.09. CAPITAL EXPENDITURES. Borrower shall not make Capital Expenditures in excess of $250,000 in any calendar year; provided, however, that for purposes of this Section 8.09, Capital Expenditures shall not include expenditures relating to the purchase of patterns, computers and machine tools acquired by Borrower in the ordinary course of its business. SECTION 8.10. AFFILIATE TRANSACTIONS. No Credit Party shall enter into or be a party to any transaction with either the Borrower or any of its Subsidiaries or any Affiliate thereof, except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm's length transaction with a Person not an Affiliate of such Credit Party. SECTION 8.11. CORPORATE FORMALITIES. The Borrower shall maintain all corporate formalities and fulfill all other obligations to minimize the risk that Borrower could be held liable for the debts of any of Spinnaker, M-Tron or their respective subsidiaries. SECTION 8.12. INVESTMENTS; LOANS AND ADVANCES. Except as otherwise expressly permitted by this Agreement, including without limitation the intercompany loans from Borrower to Lynch Amav or Lynch International permitted pursuant to the terms and conditions of Section 8.08, no Credit Party shall make or permit to exist any investment in, or make, accrue or permit to exist loans or advances of money to, any Person, through the direct or indirect lending of money, holding of securities or otherwise, except that: (a) Borrower may continue to hold its investments in M-Tron and Spinnaker as of the Closing Date and (b) each Credit Party may maintain its existing investments in its Subsidiaries as of the Closing Date. SECTION 8.13. GUARANTEED INDEBTEDNESS. No Credit Party shall create, incur, assume or permit to exist any Guaranty of any Indebtedness except by endorsement of instruments or items of payment for deposit to the general account of any Credit Party. SECTION 8.14. NO SPECULATIVE TRANSACTIONS. No Credit Party shall engage in any transaction involving commodity options, futures contracts, interest swaps, caps, collars or similar transactions. -44- SECTION 8.15. NO IMPAIRMENT OF INTERCOMPANY TRANSFERS. No Credit Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the consent of any Person with respect to (a) the creation of liens on the assets of any Credit Party, (b) the payment of dividends or distributions by any Credit Party, (c) the making or repayment of intercompany loans by any Subsidiary to the Borrower or (d) the Subsidiary Guaranty. SECTION 8.16. SUBSIDIARIES. Borrower shall not create any Subsidiary without the written consent of the Lender. Borrower shall cause Lynch Amav to cease all production and operations on or before July 30, 2002, and Borrower shall cause Lynch Amav to be entirely and legally dissolved in accordance with the laws of its state of organization within a reasonably expeditious time period thereafter. ARTICLE IX. EVENTS OF DEFAULT SECTION 9.01. EVENTS OF DEFAULT. Each of the following events shall constitute an Event of Default under this Agreement: (i) failure by Borrower to pay any of the Obligations (whether principal, interest, fees or other amounts) when and as the same become due and payable (whether at maturity, on demand, or otherwise) and, in the case of any failure to pay any interest or fees due hereunder (other than the fees specified in Section 4.02 hereof), the continuation of such failure for five (5) days after the later to occur of (Y) the date on which the Borrower received written or telephonic notice of such interest or fees and (Z) the date such interest or fees are due; or (ii) Any Credit Party or any Guarantor shall (1) apply for or consent to the appointment of or the taking of possession by a receiver, custodian, trustee or liquidator of Borrower or of all or a substantial part of the property of such Credit Party or Guarantor, (2) admit in writing the inability of such Credit Party or Guarantor, or be generally unable, to pay its debts as such debts become due, (3) make a general assignment for the benefit of its creditors, (4) commence a voluntary case under the Bankruptcy Code (as now or hereafter in effect), (5) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (6) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against such Credit Party or Guarantor in an involuntary case under the Bankruptcy Code, or (7) take any action for the purpose of effecting any of the foregoing; or (iii) a proceeding or case shall be commenced, without the application of any Credit Party or any Guarantor, in any court of competent jurisdiction, seeking -45- (1) the liquidation, reorganization, dissolution, winding-up or composition or readjustment of debts of such Credit Party or Guarantor, (2) the appointment of a trustee, receiver, custodian, liquidator or the like of such Credit Party or Guarantor or of all or any substantial part of its assets, or (3) similar relief in respect of such Credit Party or Guarantor under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition and adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue in effect, for a period of sixty (60) days from commencement of such proceeding or case or the date of such order, judgment or decree, or any order for relief against such Credit Party or Guarantor shall be entered in an involuntary case or proceeding under the Bankruptcy Code; or (iv) any representation or warranty made by any Credit Party herein in any of the other Credit Documents shall be false or misleading in any material respect on the date as of which made (or deemed made); or (v) any default shall occur in the performance or observance of any term, condition or provision contained in Section 3.04, 3.05, 4.05, 7.09 or Article VIII of this Agreement or in Section 2.01, 2.07, 2.08, 2.11, 2.16, 2.18 or 2.19 of the Borrower Agreement, if in effect; or (vi) any default shall occur in the performance or observance by Borrower of any term, condition or provision contained in this Agreement or the Borrower Agreement and not referred to in clauses (i) through (v) above, which default shall continue for thirty (30) days after the earlier of the date Borrower acquires knowledge thereof or the Lender gives Borrower written notice thereof; or (vii) any material provision of this Agreement or any other Credit Document shall at any time for any reason cease to be valid and binding in accordance with its terms on any Credit Party that is a party thereto, or the validity, enforceability, or priority thereof shall be contested by any Credit Party, or any Credit Party shall terminate or repudiate (or attempt to terminate or repudiate) any Credit Document executed by it; or (viii) the occurrence of an Event of Default under (and after giving effect to any notice and/or cure rights expressly provided in) any of the other Credit Documents; or (ix) default in the payment of principal of or interest on any other obligation of any Credit Party for money borrowed, including without limitation under any hedging agreement (or any obligation under conditional sale or other title retention agreement or any obligation secured by purchase money mortgage or deed to secure debt or any obligation under notes payable or drafts accepted representing extensions of credit or on any Capitalized Lease Obligation), in an aggregate -46- principal amount of not less than $250,000, or default (after the application of any applicable grace period) in the performance of any other agreement, term or condition contained in any indenture or agreement under which any such obligation is created, guaranteed or secured, if the effect of such default is to cause such obligation to become due prior to its stated maturity; or (x) Borrower fails to pay when due any amount payable to the Lender under any loan from Lender to Borrower which is not guaranteed by Eximbank (other than the Loans) or Borrower defaults in the payment of principal of or interest on any other obligation for money borrowed or equipment leased from the Lender or any Affiliate of the Lender (other than an Obligation), including without limitation any hedging agreement entered into with Lender or any Affiliate of Lender, or default in the performance of any other agreement, term, or condition contained in any agreement under which any such obligation is created, guaranteed or secured if the effect of such default is to entitle the Lender to then cause such obligation to become due prior to its stated maturity (the parties intend that a default may constitute an Event of Default under this paragraph (x) even if such default would not constitute an Event of Default under paragraph (ix) immediately above); or (xi) a judgment or order for the payment of money in excess of $250,000 or otherwise having a Material Adverse Effect (other than a judgment or order fully-covered by an insurance policy issued by an insurer meeting the requirements of Section 7.04 hereof who has confirmed in writing coverage of such judgment or order) shall be rendered against Borrower and such judgment or order shall not be released, vacated, stayed or fully bonded-off within thirty (30) days after the date of its issue or entry; or (xii) any material change in the executive management of Borrower, including without limitation the resignation, termination or retirement of any senior personnel deemed material by the Lender, or any material change in the control of Borrower; or (xiii) a Reportable Event shall occur which the Lender determines in good faith would reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding $250,000 or which the Lender determines in good faith constitutes grounds for the termination by the PBGC of any Plan or for the appointment by the appropriate United States district court of a trustee for any Plan, or if any Plan shall be so terminated or any such trustee shall be so requested or appointed, or if the Borrower is in "default" (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting from Borrower complete or partial withdrawal from such Plan; or (xiv) the occurrence of a Default under (and as such term is defined in) the First Port City Bank Notes; or -47- (xv) any Guarantor shall terminate or revoke (or attempt to terminate or revoke) its obligations under the Parent Guaranty or Subsidiary Guaranty, as applicable, or the Parent Guaranty or Subsidiary Guaranty shall no longer be in effect for any reason, or after all of the conditions set forth in Section 5.02 hereof have been satisfied, Eximbank shall terminate or revoke (or attempt to terminate or revoke) the Eximbank Guarantee or the Eximbank Guarantee shall no longer be in effect for any other reason. SECTION 9.02. REMEDIES. (a) Upon the occurrence of an Event of Default, the Lender may, in its discretion, exercise one or more of the following remedies: (i) by written notice to Borrower, terminate any and all remaining commitments the Lender may have hereunder to make any further Loans to Borrower or issue any further Letters of Credit for the account of Borrower, whereupon any such commitment shall terminate immediately and any remaining accrued but unpaid commitment fees shall become forthwith due and payable by Borrower to Lender without any other notice or demand of any kind; and (ii) by written notice to the Borrower, declare any or all of the unpaid principal of and any accrued interest on the Note and any or all other Obligations, to be, and whereupon the same shall become, immediately due and payable, and the same shall thereupon become due and payable without further demand, presentment, protest or notice of any kind, all of which are hereby expressly waived by the Borrower; and (iii) by written notice to Borrower, require that Borrower immediately pay to the Lender an amount of immediately available funds equal to the aggregate maximum aggregate amount then available for drawing under any or all Letters of Credit which may be outstanding at such time (and Borrower shall be deemed to have requested that Lender make, and Lender in its discretion may make, Loans in an amount sufficient to make such payment on Borrower's behalf, and any such Loan made by the Lender with respect to any particular outstanding Letter of Credit shall be deemed to be a Non-Guaranteed Loan if such Letter of Credit is a Non-Guaranteed Letter of Credit, and an Exim-Guaranteed Loan if such Letter of Credit is an Exim-Guaranteed Letter of Credit) and the funds so paid by or on behalf of Borrower shall be deposited by the Lender in a trust or collateral account with Lender for which the Lender shall have the sole power of access, investment and withdrawal, and such funds shall be applied by the Lender at such times and from time to time to satisfy the Borrower's reimbursement obligations with respect to such Letters of Credit and the Borrower hereby pledges, assigns and grants to the Lender a first-priority security interest in and Lien on such account and any and all funds therein and the proceeds thereof as collateral for the Obligations (and upon the termination of this Agreement, the expiration or release of all Letters of Credit, and the payment in full of all Obligations, any remaining surplus of such funds shall be paid by the Lender to the Borrower, but the Lender shall have no obligation or responsibility to invest any such funds or to pay interest thereon -48- and the Lender shall have no liability to Borrower for any investment loss resulting from any investment of such funds by the Lender in its discretion); and (iv) exercise all or any of its rights and remedies as it may otherwise have under any of the other Credit Documents or any applicable law; provided, however, that upon the occurrence of an Event of Default specified in Section 9.01(ii) or Section 9.01(iii) above, the result which would occur upon the giving of notice pursuant to Section 9.02(i), (ii) and (iii) shall occur automatically without the giving of any such notice; and provided, further, that upon the occurrence of an Event of Default, Eximbank shall have the right to (x) direct that the Lender declare the principal of and accrued interest on the Exim-Guaranteed Obligations to be immediately due and payable and (y) request that the Lender accelerate the maturities of any of Borrower's other Obligations to the full extent of the Lender's right thereunder. (b) No failure or delay on the part of the Lender to exercise any right or remedy hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any further exercise thereof or the exercise of any further right or remedy hereunder or under the Credit Documents. No exercise by the Lender of any remedy under the other Credit Documents shall operate as a limitation on any rights or remedies of the Lender under this Agreement, except to the extent of moneys actually received by the Lender under the other Credit Documents. ARTICLE X. MISCELLANEOUS SECTION 10.01. NOTICES. All notices, requests and other communications hereunder or under any of the other Credit Documents shall be in electronic, telephonic (confirmed in writing) or written (including telecopier or similar writing) form and shall be given to the party to whom sent, addressed to it at its address set forth beneath its signature below. Each such notice, request or communication shall be effective (i) if given by telecopy, when such communication is transmitted to the telecopy number herein specified (any such notice, request or communication sent by telecopy shall be confirmed promptly thereafter by personal delivery or mailing in accordance with the other provisions of this Section, but such confirmation requirement shall not affect the date on which such telecopy shall be deemed to be effective for purposes hereof), (ii) if given by mail, three (3) Business Days after such communication is deposited in the United States mail with first class postage prepaid, return receipt requested, addressed as aforesaid, (iii) if sent for overnight delivery by Federal Express or other reputable national overnight delivery service, one (1) Business Day after such communication is entrusted to such service for overnight delivery and with recipient signature required, addressed as aforesaid, or (iv) if given by any other means, when delivered at the address of the party to whom such notice is being delivered. -49- SECTION 10.02. NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of the Lender in exercising any right or remedy hereunder and no course of dealing between Borrower and the Lender shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy hereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Lender would otherwise have. No notice to or demand on Borrower not required hereunder or under any other Credit Document in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Lender to any other or further action in any circumstances without notice or demand. SECTION 10.03. PAYMENT OF EXPENSES; INDEMNITY. (a) Borrower agrees to: (i) pay all reasonable out-of-pocket costs and expenses of the Lender incurred in connection with its negotiation, structuring, documenting, closing, administration or modification of, or in connection with the preservation of Lender's rights under, enforcement of, or any refinancing, renegotiation, restructuring or termination of, this Agreement or any other Credit Document or any instruments referred to therein or any amendment, waiver or consent relating thereto, including, without limitation, the reasonable fees and disbursements of counsel for the Lender actually incurred, and (ii) pay and hold the Lender harmless from and against any and all present and future stamp, documentary, property, ad valorem or other similar non-income taxes with respect to this Agreement, the Note or any other Credit Documents, any Collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. (b) In addition to the other amounts payable by the Borrower under this Agreement (including, without limitation, subsection (a) above), the Borrower hereby agrees to pay and indemnify the Lender from and against all claims, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) which the Lender may (other than as a result of the gross negligence or willful misconduct of such Person) incur or be subjected to as a consequence, directly or indirectly, of (i) any actual or proposed use of any of the Loans or Letters of Credit or Borrower's entering into or performing under any Credit Document, (ii) any breach by Borrower of any representation, warranty, covenant or condition in, or the occurrence of any other default under, this Agreement or any of the other Credit Documents, including without limitation all reasonable attorney's fees or expenses resulting from the settlement or defense of any claims or liabilities arising as a result of any such breach or default, (iii) allegations of participation or interference by the Lender in the management, contractual relations or other affairs of Borrower, (iv) the Lender's holding any Lien on or administering any of the Collateral, (v) allegations that the Lender has joint liability with Borrower to any third party for any reason, or (vi) any suit, investigation or proceeding as to which the Lender is involved as a consequence, directly or indirectly, of its execution of this Agreement or any of the other Credit Documents, the making of any Loan, the issuance of any Letter of Credit, the holding of any Lien on any of the Collateral or any other event or transaction contemplated by this Agreement or any of the Credit Documents. -50- SECTION 10.04. FURTHER ASSURANCES. Upon notice from the Lender, Borrower will, at any and all times, execute and deliver all such further documents, assignments, recordings, filings, transfers and assurances as may be reasonably necessary for the better assuring and confirming of all of the rights, revenues and other funds pledged or assigned to or mortgaged for the payment of its obligations hereunder, or intended so to be. If Borrower fails to do so after demand by Lender, Borrower hereby authorizes and empowers the Lender to file any financing statement or any amendments thereto with respect to any of the Collateral and the Lender's Liens therein or in accordance with the Uniform Commercial Code as in effect in the State of Georgia or any other applicable jurisdiction without the signature of Borrower. SECTION 10.05. SUCCESSORS AND ASSIGNS; SALE OF INTEREST. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto; provided that Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender. Lender may sell, assign or grant participations in all or any part of Lender's rights, titles or interests hereunder and under the other Credit Documents without the prior written consent of the Borrower (hereinafter, a "Sale of Interest"), which Sale of Interest shall be at Borrower's expense if such Sale of Interest is made to Eximbank or if such Sale of Interest occurs after the occurrence of an Event of Default. A Sale of Interest shall be at Lender's expense at all other times. SECTION 10.06. AMENDMENTS. No amendment or waiver of any provision of this Agreement or the other Credit Documents, nor consent to any departure by any party hereto, or any other Credit Party therefrom, shall in any event be enforceable against any party to this Agreement unless the same shall be in writing and signed by such party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. SECTION 10.07. TIME OF ESSENCE. Time is of the essence of this Agreement and each of the other Credit Documents. SECTION 10.08. GOVERNING LAW. This Agreement is intended to be performed in the State of Georgia, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Georgia without regard to principles of conflicts of laws thereof. SECTION 10.09. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. SECTION 10.10. EFFECTIVENESS; SURVIVAL (a) This Agreement shall become effective on the date on which all of the parties hereto shall have signed a copy hereof (whether the same or different copies) and the Lender shall have received the same. -51- (b) All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement, the other Credit Documents, and such other agreements and documents, the making of the Loans hereunder, the issuance of the Letters of Credit and the execution and delivery of the Note. SECTION 10.11. SEVERABILITY. In case any provision in or Obligation under this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable, in whole or in part, in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. SECTION 10.12. INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitation of, another covenant, shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. SECTION 10.13. HEADINGS DESCRIPTIVE. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. SECTION 10.14. TERMINATION OF AGREEMENT. At such time as (i) Lender is no longer obligated under this Agreement (whether by the terms hereof or as a result of a release of such obligations by the Borrower) to make any further Loans or issue any Letters of Credit, (ii) no Letters of Credit are outstanding, or if any Letters of Credit are outstanding, the Borrower shall have delivered cash or cash equivalents acceptable to Lender in an amount equal to 102% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding, which funds are to be deposited in a separate, blocked account (the "Cash Collateral Account") maintained by Borrower with the Lender and are to be held in the Cash Collateral Account for the benefit of the Lender as cash collateral for the Borrower's Reimbursement Obligations with respect to such outstanding Letters of Credit, and the Borrower shall have executed such additional documentation to evidence such cash collateral arrangement as Lender shall reasonably request, and (iii) all Obligations have been paid and satisfied in full, this Agreement shall terminate; provided, however, that any and all indemnity obligations of Borrower to the Lender arising hereunder or under any of the other Credit Documents shall survive the termination of this Agreement. Upon the termination of this Agreement as set forth in this Section 10.14, the Lender shall deliver to Borrower termination statements and other documents necessary or appropriate to evidence the termination of the Lender's liens in the Collateral. SECTION 10.15. ENTIRE AGREEMENT. This Agreement and the other Credit Documents constitute the entire agreement between the Borrower and the Lender with respect to the Loans, the other Obligations and the Collateral and supersede all other prior agreements, representations and understandings related to such subject matters, including without limitation the -52- Original Credit Agreement, but excluding each Application and Agreement for Irrevocable Standby Letter of Credit previously executed with respect to each Existing Letter of Credit. If the Borrower desires to terminate this Agreement before all of the conditions specified in Section 5.01 hereof have been satisfied, all funds pledged by Borrower to Lender as cash collateral for the Existing Letters of Credit shall continue to be retained by the Lender as cash collateral for the Borrower's Reimbursement Obligations with respect to the Existing Letters of Credit, and the Borrower shall execute such additional documentation to evidence such cash collateral arrangement as Lender shall reasonably request. SECTION 10.16. RESERVED. SECTION 10.17. M-TRON AND SPINNAKER. At no time shall (x) the value of capital stock of M-Tron or Spinnaker held by Borrower, if any, or (y) the assets, liabilities, financial results or business operations of M-Tron, Spinnaker or their respective subsidiaries be considered in connection with compliance with any conditions to borrowing, representations and warranties, covenants or default provisions of the Borrower under the Credit Documents. SECTION 10.18. JURY TRIAL WAIVER; CONSENT TO FORUM. (a) THE BORROWER AND THE LENDER IRREVOCABLY WAIVE ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY MATTER ARISING HEREUNDER OR THEREUNDER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. -53- (b) THE BORROWER AND THE LENDER ALSO AGREE THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ENFORCE ANY JUDGMENT OBTAINED AGAINST THE BORROWER IN CONNECTION WITH THIS AGREEMENT OR SUCH OTHER CREDIT DOCUMENT, MAY BE BROUGHT BY THE LENDER OR BORROWER IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF THE STATE IN WHICH LENDER'S ADDRESS SHOWN BELOW IS LOCATED, OR IN ANY OTHER COURT TO THE JURISDICTION OF WHICH SUCH BORROWER OR ANY OF ITS PROPERTY IS OR MAY BE SUBJECT. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE AFORESAID STATE AND FEDERAL COURTS, AND IRREVOCABLY WAIVES ANY PRESENT OR FUTURE OBJECTION TO VENUE IN ANY SUCH COURT, AND ANY PRESENT OR FUTURE CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM, IN CONNECTION WITH ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. [Remainder of page intentionally left blank] -54- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered on their behalf and the Borrower has caused its corporate seal to be hereunto affixed, all as of the date first above stated. BORROWER: (CORPORATE SEAL) LYNCH SYSTEMS, INC. Attest: By: /S/ ALAN W. GILES -------------------------------- Name: ALAN W. GILES Title: Chief Financial Officer By: /S/ JANET GRIMSLEY ------------------------ Name: JANET GRIMSLEY Title: Assistant Secretary Address for Notices: 601 Independent Street Bainbridge, Georgia 31717 Attn: Alan W. Giles Telecopy: (229) 248-2357 LENDER: SUNTRUST BANK By: /S/ CATHERINE M. MATHIS -------------------------------- Name: CATHERINE M. MATHIS Title: Vice President Address for Notices: 25 Park Place, N.E. Atlanta, Georgia 30303 Attn: Catherine M. Mathis Telecopy: (404) 588-8078 -55- The following Persons acknowledge the terms and conditions of this Agreement in their capacity as Guarantors and not as Borrowers. LYNCH INTERNATIONAL HOLDING CORPORATION By:_________________________________ Name: Alan W. Giles Title: Chief Financial Officer LYNCH AMAV, LLC By:_________________________________ Name: Alan W. Giles Title: Chief Financial Officer -56- EXHIBIT A See the attached Borrower Agreement -57- EXHIBIT B See the attached Export-Related Borrowing Base Certificate EXHIBIT C UCC Lien search reports -2- EXHIBIT D CERTIFICATE REGARDING SALE The undersigned officer of LYNCH SYSTEMS, INC. (the "Corporation"), a South Dakota corporation, hereby certifies and covenants on behalf of the Corporation as follows: 1. He is the Chief Financial Officer of the Corporation, and in such capacity is authorized to deliver this Certificate on behalf of the Corporation. 2. The Corporation intends to sell all or a portion of the capital stock of M-Tron and/or Spinnaker held by the Corporation to one or more purchasers pursuant to the terms of the stock purchase agreement dated as of ________ ___, 200__ (the "Sale Transaction"). 3. No Material Adverse Effect and no Default or Event of Default will result from the Sale Transaction. 4. This Certificate shall be deemed to be a representation and warranty of the Corporation under the Credit Agreement. Capitalized terms used but not defined in this Certificate shall have the meanings ascribed thereto in that certain Amended and Restated Credit Agreement, dated as of June 10, 2002, between the Corporation and SunTrust Bank, as the same may be amended or modified from time to time (the "Credit Agreement"). IN WITNESS WHEREOF, the undersigned has hereunto set his signature as of the ____ day of ______, 200__. ____________________________ Chief Financial Officer of Lynch Systems, Inc. -3- EX-10.(AA) 4 b45675lcexv10wxaay.txt EX-10.(AA) UNLIMITED CONTINUING GUARANTY AGMNT. EXHIBIT 10(AA) SUNTRUST UNLIMITED CONTINUING GUARANTY AGREEMENT The "Lender" referred to in this Agreement is SunTrust Bank. Lender's address is 25 Park Place, Atlanta, Georgia 30303 Guarantor: Borrower: Lynch Corporation Lynch Systems, Inc. 50 Kennedy Plaza, Suite 1250 601 Independent Street Providence, Rhode Island 02903 Bainbridge, Georgia 31717 1. CONSIDERATION. To induce Lender to extend credit or other financial accommodations to Borrower, or to continue to extend credit or other financial accommodations to Borrower, and in consideration therefor, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor (which term shall mean each Guarantor named herein individually and all Guarantors named herein collectively) does hereby agree as follows: 2. DEFINITIONS: 2.1. "Lender" shall include the bank set forth above and any Person acting as its nominee or agent, and any member of its "affiliated group" as such term is defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended. 2.2. "Liability" and "Liabilities" shall include all of the Obligations as defined in that certain Amended and Restated Credit Agreement, dated as of the date hereof, by and between the Lender and the Borrower (as the same may be amended from time to time, the "Credit Agreement") and the other Credit Documents referred to in the Credit Agreement, including all renewals, extensions, modifications, and refinancings thereof, now or hereafter existing, whether for principal, interests, fees, expenses or otherwise, and all expenses (including reasonable attorney's fees and expenses) actually incurred by Lender in enforcing any of its rights hereunder or under the Credit Agreement and the other Credit Documents. 2.3. "Borrower" shall mean, individually and collectively, any individual or individuals, association, partnership, corporation or other entity named herein as Borrower and (i) all successors and assigns of the Borrower, (ii) any individual or individuals, association, partnership, corporation or other entity to which all or substantially all of the business or assets of said Borrower shall have been transferred, (iii) in the case of a partnership Borrower, any new partnership which shall have been created by reason of the admission of any new partner or partners therein and/or the dissolution of the existing partnership by the death, resignation or other withdrawal of any partner, and (iv) in the case of a corporate Borrower, any other corporation into or with which said Borrower shall have been merged, consolidated, reorganized, purchased or absorbed. -1- 2.4. "Person" and "Persons" shall include natural persons, partnerships, and incorporated and unincorporated entities and associations of every kind. 3. OBLIGATION OF GUARANTOR. Guarantor hereby absolutely and unconditionally delivers this Guaranty to Lender and hereby absolutely and unconditionally guarantees to Lender and any transferee of this Guaranty or of any Liability guaranteed hereby, the prompt and full payment of all Liabilities. Guarantor agrees that if Borrower fails to fully and timely perform any Liability, Guarantor will fully and timely perform the Liability without resort by the Lender to any other Person. Any obligation of the Guarantor hereunder is in addition to and shall not prejudice or be prejudiced by any other agreement, instrument, surety or guaranty (including any other agreement, instrument, surety or guaranty signed by Guarantor) which Lender may now or hereafter hold relative to any of the Liabilities. Any payment of Guarantor hereunder may be applied to any of the Liabilities as Lender may choose. The obligation of Guarantor to Lender hereunder is primary, absolute and unconditional. 4. TERM OF GUARANTY. Guarantor acknowledges that there may be future advances by Lender to Borrower (although Lender may be under no obligation to make such advances) and that the number and amount of the Liabilities are unlimited and may fluctuate from time to time hereafter. Guarantor expressly agrees that Guarantor's obligation hereunder shall remain absolute, primary and unconditional notwithstanding such future advances and fluctuations, if any, and agrees that, in any event, this agreement is a continuing guaranty and shall remain in force at all times hereafter, whether there are any Liabilities outstanding or not, until all originals hereof are returned to Guarantor by Lender or until a written notice from Guarantor terminating this Guaranty has been received and acknowledged by Lender, but such written termination shall not release Guarantor from any obligation for payment of (i) any and all Liabilities then in existence; (ii) any renewals or extensions thereof, in whole or in part, whether such renewals or extensions are made before or after such termination; and (iii) any damages, losses, costs, interest, charges, attorneys fees or expenses then or thereafter incurred in connection with the Liabilities or any renewals or extensions thereof. 5. PROPERTY IN LENDER'S POSSESSION. As security for the payment of the Liabilities and the obligation of Guarantor hereunder, Guarantor hereby assigns and grants a security interest to Lender in: (i) all property of Guarantor in or coming into the possession, control, or custody of Lender, or in which Lender has or hereafter acquires a lien, security interest, or other right; and (ii) any existing or hereafter created lien or security interest in favor of Guarantor in any property of Borrower. Guarantor hereby agrees that any rights Guarantor may now or hereafter have in any collateral securing any of the Liabilities or against Borrower or any property of Borrower, including rights arising by virtue of subrogation or otherwise, shall be subordinate and junior to Lender's rights to said collateral or property and to Lender's indefeasible right to the prior payment of the Liabilities. Guarantor hereby grants to Lender a lien on, and a security interest in, the deposit balances, funds, accounts, items, certificates of deposit, securities, other property and the monies of Guarantor now or hereafter in the possession or custody of Lender for any purpose (including property left in safekeeping or custody) or on deposit with Lender to secure, and as collateral for, the payment and performance of this Guaranty as well as of any other obligation or liability (present or future, absolute or contingent, due or not due) of Guarantor to Lender. Lender may at any time and from time to time, -2- without demand or notice, appropriate and set off against such deposit balances, funds, accounts, items, certificates of deposit, securities, other property and monies and apply the same to the obligations of Guarantor hereunder. 6. CONSENT TO LENDER'S ACTS. Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval of Guarantor or Borrower, and without in any way affecting the obligation of Guarantor hereunder, Lender may, with or without consideration: (i) release, compromise, or agree not to sue, in whole or in part, Borrower, any Guarantor or any other obligor, guarantor, endorser or surety upon any of the Liabilities; (ii) waive, rescind, renew, extend, modify, increase, decrease, delete, terminate, amend, or accelerate in accordance with its terms, either in whole or in part, any of the Liabilities, any of the terms thereof, or any agreement, covenant, condition, or obligation of or with Borrower, any Guarantor, or any other obligor, guarantor, endorser or surety upon any of the Liabilities; and (iii) apply any payment received from Borrower, any Guarantor or any other obligor, guarantor, endorser or surety upon any of the Liabilities to any of the Liabilities which Lender may choose. Further, Lender may at any time, either with or without consideration, surrender, release or receive any property or other security of any kind or nature whatsoever held by it or any Person on its behalf or for its account securing any indebtedness of Borrower or any Liability, or substitute any collateral so held by Lender for other collateral of like kind, or of any kind, without notice to or further consent from Guarantor, and such surrender, receipt, release or substitution shall not in any way affect the obligation of Guarantor hereunder. Lender shall have full authority to adjust, compromise and receive less than the amount due upon any such collateral, and may enter into any accord and satisfaction agreement as deemed advisable by Lender without affecting the obligation of Guarantor hereunder. Lender shall be under no duty to undertake to collect upon such collateral or any part thereof, and shall not be liable for any negligence or mistake in judgment in handling, disposing of, obtaining, or failing to collect upon, or perfecting or maintaining a security interest in, any such collateral and any such actions by Lender will not release Guarantor from any obligation under this Guaranty. 7. WAIVERS BY GUARANTOR. Guarantor waives: (i) notice of acceptance of this Guaranty by Lender and of the creation, extension or renewal of any Liability to which it relates and of any default by Borrower; (ii) notice of presentment, demand for payment, notice of dishonor or protest of any of Borrower's obligations or the obligation of any Person held by Lender as collateral security for any Liability; (iii) notice of the failure of any Person to pay to Lender any indebtedness held by Lender as collateral security for any Liability; (iv) failure of Lender to obtain and perfect or maintain the perfection or priority of any security interest or lien on property to secure any Liability; (v) any defense resulting from the failure of Lender to have any other Person execute this Guaranty or execute any other guaranty relating to a credit facility granted to Borrower; (vi) any failure to promptly commence suit against any party thereto or liable thereon or to give any notice to or make any claim or demand upon Guarantor or Borrower; and (vii) all defenses, offsets and counterclaims which Guarantor may at any time have to any claim of Lender against Borrower. No act, failure to act, or omission of any kind on the part of Guarantor, Borrower, Lender or any Person shall be a legal or equitable discharge or release of Guarantor hereunder unless agreed to hereafter in writing by Lender. This Guaranty shall not be affected by any change which may arise by reason of the death of Guarantor, or of any partner(s) of Guarantor, or of Borrower, or by reason of the accession to any such partnership of any one or more new partners. Guarantor further agrees that this instrument shall -3- continue to be effective or be reinstated as the case may be, if at any time payment, or any part thereof, of the principal or interest on any of the Liabilities is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of Borrower, or otherwise, all as though such payment had not been made. 8. BORROWER AUTHORIZATION. This Guaranty covers all Liabilities to Lender purporting to be made on behalf of Borrower by any officer, agent or partner of Borrower, without regard to the actual authority of such officer, agent or partner to bind Borrower, and without regard to the capacity of Borrower or whether the organization or charter of Borrower is in any way defective. 9. PAYMENT EVENTS, SUBROGATION RIGHTS. In the event of: (i) the insolvency (as defined in the Uniform Commercial Code as in effect at the time) of Borrower or any Guarantor; or (ii) written notice from any Guarantor terminating this Guaranty is received and acknowledged by Lender, and whether or not any such event occurs at a time when any Liabilities are otherwise due and payable, Guarantor agrees to pay to Lender upon demand the full amount which would be payable hereunder by Guarantor if all Liabilities were then due and payable. If a bankruptcy or insolvency action be filed by or against Borrower or any Guarantor or if a receiver be appointed for any part of the property or assets of Borrower or any Guarantor, whether or not such event occurs at a time when any of the Liabilities are otherwise due and payable, then simultaneously therewith Guarantor will be obligated to pay to Lender the full amount which would be payable hereunder by Guarantor if all Liabilities were then due and payable, all without notice or demand from Lender. Until all obligations of Guarantor to Lender have been paid in full, Guarantor shall have no right of subrogation and hereby waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower and any benefit of, and any right to participate in, any collateral now or hereafter held by Lender. 10. SUBORDINATION. In the event that for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor, Guarantor agrees that the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all other respects to all Liabilities which are covered by this Guaranty, and that Guarantor shall not be entitled to enforce or receive payment thereof until all sums then due and owing to Lender shall have been paid in full. If any payment shall have been made to Guarantor by Borrower on any said indebtedness during any time that there are Liabilities outstanding, Guarantor shall hold in trust all such payments for the benefit of Lender and shall make said payments to Lender to be credited and applied against the Liabilities, whether matured or unmatured, in accordance with the discretion of Lender. 11. REPRESENTATIONS BY GUARANTOR. Guarantor represents that, at the time of the execution and delivery of this Guaranty, nothing exists to impair the effectiveness of the obligation of Guarantor to Lender hereunder, or this Guaranty becoming effective immediately. 12. REMEDIES OF LENDER. Lender may at its option proceed in the first instance against Guarantor to collect any Liability, without first proceeding against Borrower for said Liability, or any other Person liable for said Liability, and without first resorting to any property at any time held by Lender as collateral security for any Liability and without any marshalling of assets whatsoever. Guarantor further authorizes Lender, without notice or demand, to apply any indebtedness due or to -4- become due to Guarantor from Lender in satisfaction of any of the Liabilities and Guarantor's obligation hereunder, including, but not limited to, the right to set-off against any deposits of Guarantor with Lender. Lender shall further have any other rights provided by law or under any other document, all of which rights are cumulative. The obligation of each Guarantor hereby created is joint and several, and Lender is authorized and empowered to proceed against Guarantor or any of them, without joining Borrower or any other Guarantor. All of said parties may be sued together, or any of them may be sued separately without first or contemporaneously suing the others. There shall be no duty or obligation upon Lender, whether by notice or otherwise: (i) to proceed against Borrower or any other Guarantor; (ii) to initiate any proceeding or exhaust any remedy against Borrower or any other Guarantor; or (iii) to give any notice to any other Guarantor or Borrower, whatsoever, before bringing suit, exercising any rights to any collateral or security, or instituting proceedings of any kind against Borrower, Guarantor or any of them. 13. INUREMENT, GOVERNING LAW, COSTS AND EXPENSES. This agreement shall bind and inure to the benefit of Lender, its successors and assigns, and likewise shall bind and inure to the benefit of Guarantor, the heirs, executors, administrators, personal representatives, estates, successors and assigns of the Guarantor. This agreement and its performance, interpretation and enforcement shall in all respects be governed by the laws of the State indicated in Lender's address as shown above. Guarantor waives any and all privilege and rights which Guarantor may have under state statute, relating to venue, as it now exists or may hereafter be amended. Any legal action brought on this Guaranty may, at Lender's discretion, be brought in the appropriate court for the county in which the Lender's address, indicated above, is located or in such other court as provided by law. If any legal action or actions are instituted by Lender to enforce any of its rights against Guarantor hereunder, then Guarantor, jointly and severally, agrees to pay Lender all expenses incurred by Lender relative to such legal action or actions, including, but not limited to, court costs plus reasonable attorney's fees actually incurred. 14. WAIVER OF HOMESTEAD EXEMPTION RIGHTS AND BORROWER DEFENSES. Guarantor hereby ratifies, confirms, and adopts all the terms, conditions, agreements and stipulations of all notes and other evidences of the Liabilities heretofore or hereafter executed. Without in any way limiting the generality of the foregoing, Guarantor waives and renounces any and all homestead or exemption rights Guarantor may have under or by virtue of the Constitution or laws of any state, or the United States, as against the obligation hereby created, provided, however, that such waiver shall not apply to any obligation created hereunder which arises from any of the Liabilities that are consumer credit transactions; and Guarantor does hereby transfer, convey and assign, and direct any Trustee in Bankruptcy or receiver to deliver to Lender, a sufficient amount of property or money in any homestead or exemption that may be allowed to Guarantor to pay any Liability in full and all costs of collection. 15. FINANCIAL STATEMENTS. At the request of Lender, Guarantor shall prepare and deliver to Lender no more frequently than each fiscal quarter a complete and current financial statement setting forth all the assets and liabilities of Guarantor (and to the extent any Person other than Guarantor, including a spouse of Guarantor, has any interest in said assets or is jointly liable for any of said liabilities, said matters shall be set forth in their entirety in the financial statements), signed by Guarantor under oath as being true and correct. -5- 16. INDEPENDENT DETERMINATION OF FACTS. Guarantor's execution of this Guaranty was not based upon any facts or materials provided by Lender nor was Guarantor induced to execute this Guaranty by any representation, statement or analysis made by Lender. Guarantor acknowledges and agrees that Guarantor assumes sole responsibility for independently obtaining any information or reports deemed advisable by Guarantor with regard to Borrower or any other Guarantor, and Guarantor agrees to rely solely on the information or reports so obtained in reaching any decision to execute or not to terminate this Guaranty. Guarantor acknowledges and agrees that Lender is and shall be under no obligation now or in the future to furnish any information to Guarantor concerning Borrower, the Liabilities or any other Guarantor, and that Lender does not and shall not be deemed in the future to warrant the accuracy of any information or representation concerning the Borrower, any Guarantor or any other Person which may induce the Guarantor to execute or not to terminate this Guaranty. 17. MISCELLANEOUS. All of the Lender's rights and remedies are cumulative and those granted hereunder are in addition to any rights and remedies available to the Lender under law. If any provision of this agreement or the application thereof to any Person or circumstances shall to any extent, be invalid or unenforceable, the remainder of this agreement or the application of such provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this agreement shall be valid and enforceable to the full extent permitted by law. The failure or forbearance of Lender to exercise any right hereunder, or otherwise granted to it by law or another agreement, shall not affect the obligation of Guarantor hereunder and shall not constitute a waiver of said right. This Guaranty contains the entire agreement between the parties, and no provision hereof may be waived, modified, or altered except by a writing executed by Guarantor and Lender. There is no understanding that any Person other than or in addition to Guarantor shall execute this Guaranty. The captions to the paragraphs are for convenience only and shall not be deemed a part of this agreement. 18. JURY WAIVER. GUARANTOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO EXTEND, OR TO CONTINUE TO EXTEND CREDIT OR OTHER FINANCIAL ACCOMMODATIONS TO BORROWER. FURTHER, GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, NOR THE LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. NO REPRESENTATIVE OR AGENT OF THE LENDER, NOR LENDER'S COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION. -6- 19. WAIVER OF O.C.G.A. SECTION 10-7-24. If this Guaranty is executed or enforced in Georgia, or if the obligations guaranteed hereby are due and payable in Georgia, or if this Guaranty is governed by the laws of Georgia, then Guarantor waives all rights under Section 10-7-24 of the Official Code of Georgia Annotated, as amended, including any right to require Lender to proceed against Borrower. [remainder of this page intentionally left blank] -7- Guarantor has read, understands, and agrees to the provisions of this Guaranty and has executed the same voluntarily, under seal, with full authority and with the intent to be legally bound by its terms, conditions, and obligations. Dated June 10, 2002 Guarantor: LYNCH CORPORATION By: /S/ RAYMOND H. KELLER --------------------- RAYMOND H. KELLER (SEAL) Name: Raymond H. Keller Address:50 Kennedy Plaza Providence, RI 02903 Phone: (401) 453-2007 -8- EX-10.(BB) 5 b45675lcexv10wxbby.txt EX-10.(BB) RESTATED LOAN & SECURITY AGREEMENT EXHIBIT 10 (BB) RESTATED LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT, dated as of August 31, 2001, by and between M-Tron Industries, ("BORROWER"), a Delaware corporation, and First National Bank of Omaha, a national banking association with principal business offices in Omaha, Nebraska ("BANK"). This LOAN AND SECURITY AGREEMENT replaces the previously executed RESTATED REVOLVING LOAN AND SECURITY AGREEMENT dated April 30, 2000. WITNESSETH: BACKGROUND. The BANK will provide the following credit facilities to BORROWER: a TERM LOAN for $1,200,000.00 and a REVOLVING LOAN for $5,000,000.00. NOW, THEREFORE, in consideration of the promises herein contained, and each intending to be legally bound thereby, the parties agree as follows: Section I. Definitions as used herein: 1. "Accounts", "Chattel Paper", "Commercial Tort Claims", "Contracts", "Documents", "Equipment", "Fixtures", "General Intangibles", "Goods", "Health-care-insurance" receivable/account", "Instruments", "Inventory", "Investment Property", "Letter-of-credit right" and "Payment intangible", shall have the same meanings as are given to those terms in the Uniform Commercial Code as presently adopted and in effect in the State of Nebraska. The term "Instruments" shall also include all forms of chattel paper, including chattel paper involving related software as well as electronic chattel paper and tangible chattel paper. 2. Accounting. Accounting terms used and not otherwise defined in this AGREEMENT have the meanings determined by, and all calculations with respect to accounting or financial matters unless otherwise provided herein shall be computed in accordance with, GAAP. 3. "AFFILIATE" means as to any PERSON, each other PERSON that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or under common control with, such PERSON. 4. "AGREEMENT" means this Agreement, as the same may from time to time be amended or supplemented. 5. "BORROWING BASE" means, at any time, the amount computed as Total Borrowing Base on the BORROWING BASE CERTIFICATE most recently delivered to, and accepted by, the BANK in accordance with this AGREEMENT, and equal to the lesser of: A. $5,000,000.00 or B. (i)Eighty (80%) of ELIGIBLE ACCOUNTS of the BORROWER, (ii)plus fifty per cent (50%) of the Inventory of BORROWER at cost; provided however, no amount in excess of $2,400,000.00 attributable to INVENTORY shall be included in Borrowing Base Certificate. 6. "BORROWING BASE CERTIFICATE" means a fully completed certificate in the form of Exhibit I.6 to this AGREEMENT certified by the chief financial officer of the BORROWER to be correct and delivered to, and accepted by, the BANK. 7. "BUSINESS DAY" means other than a Saturday, a Sunday, or a day on which commercial banks in Nebraska are authorized to close. 8. "CLOSING" has the meaning given to such term in Section III. 9. "COLLATERAL" has the meaning given to such term in Section IV. 10. "COLLATERAL DOCUMENTS" means the NOTE, financing statements, security agreement, pledge agreements, and other documents required by BANK as set forth herein, together with any real estate mortgage or deed of trust documents used in this transaction. 11. "ELIGIBLE ACCOUNT" means, at any time, an Account that conforms and continues to conform to the following conditions: A. The Account arose from a bona fide outright sale of Goods by the BORROWER or from services performed by the BORROWER, and such Goods have been shipped to the appropriate account debtors or their designees (or the sale has otherwise been consummated), or the services have been performed for the appropriate account debtors; B. The Account is based upon an enforceable order or contract, written or oral, for Goods shipped or held, or for services performed, and the same were shipped or held, or performed in accordance with such order or contract; C. Title of the BORROWER to the Account is absolute and is not subject to a prior assignment, claim, lien, or security interest. D. The amount shown on the books of the BORROWER and on any invoice or statement delivered to the BANK is owing to the BORROWER, less any partial payment that has been made thereon by anyone; 2 E. The Account shall be eligible only to the extent that it is not subject to any claim of reduction, counterclaim, set-off, recoupment, or any claim or credits, allowances, or adjustments by the Account debtor because of returned, inferior, or damaged Goods or unsatisfactory services, or for any other reason; F. The Account debtor has not returned or otherwise notified the BORROWER of any dispute concerning, or claimed nonconformity of, any of the Goods or services from the sale of which the Account arose; G. The Account is due and payable not more than 60 days from the statement date, and the statement must be dated contemporaneously with the shipment of goods sold or services performed; H. The Account or any portion thereof is not more than 60 days past due nor outstanding more than 60 days from the date of the invoice therefor; I. If more than ten per cent (10%) of the invoices to a particular account debtor are ineligible, then all invoices to such account debtor shall become ineligible for borrowing purposes; J. The BORROWER has not received any note, trade acceptance, draft or other Instrument with respect to, or in payment of, the Account, nor any Chattel Paper with respect to the Goods giving rise to the Account, unless, if any such Instrument or Chattel Paper has been received, the BORROWER immediately notifies the BANK and, at the latter's request, endorses or assigns and delivers the same to BANK; K. The BORROWER has not received any notice of the filing of a petition in bankruptcy or insolvency laws by or against, the account debtor. Upon the receipt by the BORROWER of any such notice, it will immediately give the BANK written advice thereof; L. The account debtor is not a subsidiary or other AFFILIATE of the BORROWER; and M. The BANK has not deemed such account ineligible because of uncertainty about the credit worthiness of the account debtor or because the BANK otherwise reasonably considers the collateral value thereof to the BANK to be impaired or its ability to realize such value to be insecure. In addition to the foregoing, ELIGIBLE ACCOUNT shall mean any amount receivable by the BORROWER under any insurance policy covering Goods which have, within the preceding forty-five (45) days, been damaged or destroyed by fire or other direct casualty loss, provided that a claim therefor has been made in compliance with such insurance policy, to the extent that such claim has not been in any way denied or contested by the insurer and provided that such insurer, if such insurer were an account debtor of the BORROWER, would be a qualified account debtor under this paragraph. 3 In the event of any dispute, under the foregoing criteria, about whether an Account is or has ceased to be an ELIGIBLE ACCOUNT the decision of the BANK shall control. 12. "EVENT OF DEFAULT" has the meaning provided for in Section VII. 13. "FINANCIAL STATEMENTS" means the balance sheet of the BORROWER as of December 31, 2000 and statements of income, stockholders' equity, and statement of cash flow, and notes thereto, of the BORROWER for the years or, as appropriate, month ended on such dates as audited by independent certified public accountants of recognized standing to present fairly the consolidated financial position and results of operations of the BORROWER at such dates and for such periods in accordance with GAAP. 14. "GAAP" means generally accepted accounting principles applied consistently as was done in the preparation of the FINANCIAL STATEMENTS with such changes or modifications hereto as may be approved in writing by the BANK. 15. "INDEBTEDNESS" means, as to the BORROWER, all items of indebtedness, obligation or liability, whether matured or unmatured, liquidated or unliquidated, direct or contingent, joint or several. 16. "INTELLECTUAL PROPERTY" means all of the BORROWER's now owned or subsequently acquired or developed designs, patents, patent rights (and applications therefor), trademarks and registrations (and applications therefor), trade names, inventions, copyrights, software and computer programs, license rights, trade secrets, methods, processes, know how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development, whether now owned or subsequently acquired or developed by the BORROWER and whether in tangible or intangible form. 17. "LAWS" means all ordinances, statutes, rules, regulations, orders, injunctions, writs, or decrees of any government or political subdivision or agency thereof, or of any court or similar entity established by any thereof. 18. "LOAN TERMINATION DATE" means the earliest to occur of the following: (i) as to the REVOLVING LOAN May 31, 2002; as to the TERM LOAN September 30, 2004, (ii) and the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK receives (a) notice in writing from BORROWER of BORROWER's election to terminate this AGREEMENT and (b) indefeasible payment in full of the OBLIGATIONS, or such other date or dates as may later be agreed to by BANK and BORROWER in a written amendment to this AGREEMENT. 19. "NOTE" or "NOTES" means any and all of the promissory notes and letter of credit agreements referred to in Section II. 4 20. "OBLIGATIONS" means the obligation of the BORROWER: A. To pay the principal of, and interest on, any promissory note in accordance with the terms thereof and to satisfy all of its other liabilities to the BANK, whether hereunder or otherwise, whether now existing or hereafter incurred, matured or unmatured, direct or contingent, joint or several, including any extensions, modifications, renewals thereof, and substitutions therefor and including, but not limited to, any obligations under letter of credit agreements; B. To repay to the BANK all amounts advanced by the BANK hereunder or otherwise on behalf of the BORROWER, including, but without limitation, advances for principal or interest payments to prior secured parties, mortgagees, or licensors, or taxes, levies, insurance, rent, or repairs to, or maintenance or storage of, any of the COLLATERAL; and C. To reimburse the BANK, on demand, for all of the BANK's expenses and costs, including the reasonable fees and expenses of its counsel, in connection with the preparation, administration, amendment, modification, or enforcement of this AGREEMENT and the documents required hereunder, including, without limitation, any proceeding brought or threatened, to enforce payment of any of the OBLIGATIONS referred to in the foregoing Paragraphs A and B. 21. "PERMITTED LIENS" means: A. Liens for taxes, assessments, or similar charges, incurred in the ordinary course of business that are not yet delinquent; B. Pledges or deposits made in the ordinary course of business to secure payment of workers' compensation, or to participate in any fund in connection with workers' compensation, unemployment insurance, old-age pensions or other social security programs; C. Liens of mechanics, materialmen, warehousemen, carriers, or other like liens, securing obligations incurred in the ordinary course of business that are not yet due and payable; D. Liens in favor of the BANK; and E. Any liens identified on Exhibit I.19.E attached hereto. 22. "PERSON" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court, or government or political subdivision or agency thereof. 5 23. "RECORDS" means correspondence, memoranda, tapes, discs, papers, books and other documents, or transcribed information of any type, whether expressed in ordinary or machine readable language. Section II. THE LOANS. 1. TYPES OF CREDIT. The BANK will provide the following credit facilities to BORROWER: a TERM LOAN and a REVOLVING LOAN. Each of these facilities refer to the LOANS described in this Section II, and are collectively and individually referred to herein as the "LOAN" or "LOANS". 2. TERM LOAN. BANK agrees to lend $1,200,000.00 to BORROWER pursuant to this agreement (the "TERM LOAN"). A. THE NOTE. The TERM LOAN shall be evidenced by a NOTE having a stated maturity on the LOAN TERMINATION DATE, in the form attached hereto as Exhibit II.2.A. The NOTE shall specify the manner of principal and interest payments and rate of interest accrued. 3. REVOLVING LOAN. BANK agrees to lend $5,000,000.00 to BORROWER pursuant to this facility. BANK will credit proceeds of this revolving loan ("REVOLVING LOAN") to BORROWER'S deposit account with the BANK, bearing number 26712880. A. Subject to the terms hereof the BANK will lend the BORROWER, from time to time until the LOAN TERMINATION DATE such sums in integral multiples of $1,000.00 as the BORROWER may request by reasonable same day notice to the BANK, received by the BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, $5,000,000.00 (the "LOAN COMMITMENT"). The BORROWER may borrow, repay without penalty or premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN TERMINATION DATE, either the full amount of the LOAN COMMITMENT or any lesser sum which is $1,000.00 or an integral multiple thereof. It is the intention of the parties that the outstanding principal amount of the REVOLVING LOAN shall at no time exceed the amount of the then existing BORROWING BASE and if, at any time, an excess shall for any reasons exist, the full amount of such excess, together with accrued and unpaid interest thereon as herein provided, shall be immediately due and payable in full. B. THE NOTE. The LOAN COMMITMENT shall be evidenced by a NOTE having stated maturity on the LOAN TERMINATION DATE, in the form attached hereto as Exhibit II.3.B. The NOTE shall specify the manner of principal and interest payments and rate of interest accrual. 4. PAYMENT TO THE BANK AND COLLECTIONS. 6 A. All sums payable to the BANK hereunder shall be paid directly to the BANK in immediately available funds. The BANK shall provide the BORROWER statements of all amounts due hereunder, which statements shall be considered correct and conclusively binding on the BORROWER unless BORROWER notifies the BANK to the contrary within thirty (30) days of its receipt of any statement that it deems to be incorrect. Alternatively, at its sole discretion, the BANK may charge against any deposit account, including the LOCKBOX CHECKING ACCOUNT of the BORROWER all or any portion of any amount due hereunder. Lockbox checking account is defined in paragraph B hereof. B. COLLECTION OF ACCOUNTS AND LOCKBOX. 1. Accounts will be collected through direct lockbox deposit by account debtors, pursuant to the provisions of the COLLATERAL DOCUMENTS. BORROWER will take such action with respect to the collection of Accounts and of the proceeds thereof, as BANK may reasonably request. 2. BANK shall have the rights at any time or times hereafter all the rights of a secured creditor holding a valid, and indefeasibly perfected security interest in accounts pursuant to the Nebraska Uniform Commercial Code, as well as the rights conferred by the COLLATERAL DOCUMENTS. 3. BORROWER hereby authorizes BANK to endorse, in the name BORROWER, any item, howsoever received by BANK representing payment on or other proceeds of any of the COLLATERAL. 4. BORROWER covenants that all receipts of money on the Accounts or any other payments of money to be received by the BORROWER shall be directed to a lockbox to be established at post office box 630, Yankton, South Dakota 57078 under the exclusive control of BANK, it being the intention that all monies coming to the BORROWER on account of any of the COLLATERAL shall be directed to such lockbox, and thereafter deposited in a checking account established for such purpose, herein referred to as the LOCKBOX CHECKING ACCOUNT. BORROWER agrees that all invoices or other instructions for payment will bear a notation that payment must be made to such lockbox number. Deposits in the LOCKBOX CHECKING ACCOUNT shall be deemed payments directly to BANK and all such deposits shall be the property of the BANK. BORROWER covenants that it will perform the duties set forth in the separate security agreement specified in paragraph 4, thereof. 7 5. For purposes of determining the amount of the OBLIGATIONS, including, without limitation, the computations of interest which may from time to time be owing by BORROWER to BANK, the receipt of any check or other item of payment by BANK shall not be treated as a payment on account of the liabilities until such check or other item of payment is actually paid in cash or cash equivalent. Section III. CONDITIONS PRECEDENT. 1. CERTAIN EVENTS. At the time of, and as a condition to, the CLOSING and each disbursement of any part of the REVOLVING LOAN to be made by the BANK at or subsequent to the CLOSING: A. No EVENT OF DEFAULT shall have occurred and be continuing, and no event shall have occurred and be continuing that, with the giving of notice or passage of time or both, would be an EVENT OF DEFAULT; B. No material adverse change shall have occurred in the business prospects, financial condition, or results of operations of the BORROWER since the dates of the FINANCIAL STATEMENTS; and C. All of the COLLATERAL DOCUMENTS shall have remained in full force and effect. Section IV. COLLATERAL SECURITY. 1. COMPOSITION OF THE COLLATERAL. The property in which a security interest is granted pursuant to the provisions of Section IV.2. and IV.3. is herein collectively called "COLLATERAL". The COLLATERAL, together with all other property of the BORROWER of any kind held by the BANK, shall stand as one general, continuing collateral security for all OBLIGATIONS and may be retained by the BANK until all OBLIGATIONS have been satisfied in full. This security agreement is intended by the parties to include all OBLIGATIONS of BORROWER to BANK which have arisen in the past or which arise in the future, regardless of form or purpose, including, without limitation, loans for consumer, agricultural or business purposes; OBLIGATIONS which are primary or secondary, absolute or contingent, sole or joint; and credit evidenced by promissory notes, open accounts, overdrafts or letters of credit. 2. RIGHTS IN PROPERTY HELD BY THE BANK. As security for the prompt satisfaction of all OBLIGATIONS the BORROWER hereby assigns, transfers, and sets over to the BANK all of its right, title and interest in and to, and grants the BANK a lien on and a security interest in, all amounts that may be owing, from time to time, by the BANK to the BORROWER in any capacity, including, but without limitation, any balance or share belonging to the BORROWER in any capacity, including, but without limitation, any balance or share belonging to the BORROWER, or any deposit or other account with the BANK, which lien and 8 security interest shall be independent of, and in addition to, any right of set-off that the BANK has under applicable LAWS or otherwise. 3. RIGHTS IN PROPERTY HELD EITHER BY THE BORROWER OR BY THE BANK. As further security for the prompt satisfaction of all OBLIGATIONS, the BORROWER hereby assigns to the BANK all of its right, title and interest in and to, and grants the BANK a lien upon and a security interest in, all of the following, wherever located, whether now owned or hereafter acquired, together with all replacements therefore and proceeds (including without limitation, insurance proceeds) and products thereof: Accounts; Chattel Paper; Commercial Tort Claims; Contracts; Contract rights; Documents; Equipment; Fixtures; General Intangibles; Goods; Health-care-insurance receivables/accounts; Instruments; INTELLECTUAL PROPERTY; Inventory; Investment Property; Letter-of-credit rights; Payment intangibles; Tangible chattel paper; Rights as seller of Goods and rights to returned or repossessed goods; and All RECORDS pertaining to COLLATERAL BORROWER may also be granting liens in real property by a separate deed of trust, assignment or real estate mortgage. Such real estate constitutes COLLATERAL, and the document granting BANK an interest in the real estate constitutes a COLLATERAL DOCUMENT. 4. PRIORITY OF LIENS. The foregoing liens shall be first and prior liens except for PERMITTED LIENS to PERSONS other than BANK. 5. FINANCING STATEMENTS. A. The BORROWER will: 1. Join with the BANK in executing such Uniform Commercial Code financing statements, (which, together with amendments thereto and continuation statements thereof are called "FINANCING 9 STATEMENTS") in form satisfactory to the BANK as the BANK, from time to time, may specify; 2. Pay, or reimburse the BANK for paying, all costs and taxes of filing or recording the same in such public offices as the BANK may designate; and 3. Take such other steps as the BANK, from time to time, may direct, including the noting of the BANK's lien on the COLLATERAL and on any certificates of title therefor, all to perfect to the satisfaction of the BANK the BANK's interest in the COLLATERAL. B. In addition to the foregoing, and not in limitation thereof; 1. A carbon, photographic, or other reproduction of this AGREEMENT shall be sufficient as a FINANCING STATEMENT and may be filed in any appropriate office in lieu thereof; and 2. To the extent lawful, the BORROWER hereby appoints the BANK as its attorney-in-fact (without requiring the BANK to act as such) to execute any financing statement in the name of the BORROWER, and to perform all other acts that the BANK deems appropriate to perfect and continue its security interest in, and to protect and preserve, the COLLATERAL. Section V. REPRESENTATIONS AND WARRANTIES. 1. ORIGINAL. To induce the BANK to enter into this AGREEMENT, the BORROWER represents and warrants to the BANK as follows: A. The BORROWER is a corporation duly organized, validly existing, and in good standing under the LAWS of the State of Delaware; the BORROWER has no subsidiaries except for a $350,000.00 investment in the BORROWER'S Hong Kong subsidiary; the BORROWER has the lawful power to own its properties and to engage in the businesses it conducts and is duly qualified and in good standing as a foreign corporation in the jurisdictions wherein the nature of the business transacted by it or property owned by it make such qualification necessary; the states in which the BORROWER is qualified to do business are disclosed to the BANK in writing; the addresses of all places of business of the BORROWER are disclosed to the BANK in writing; and the BORROWER has not been the surviving corporation in a merger, acquired any business, or changed its principal executive office within five (5) years and one (1) month prior to the date hereof, nor acquired any assets from a transferor which remain subject to a security interest granted by such transferor within one (1) year prior to the date hereof, nor moved any COLLATERAL to its present location from another State 10 where it was subject to a security interest granted to another entity, except as is set forth in an Exhibit hereto; B. The BORROWER is not directly or indirectly controlled by, or acting on behalf of, any PERSON which is an "Investment Company" within the meaning of the Investment Company Act of 1940, as amended; C. The BORROWER is not in default with respect to any of its existing INDEBTEDNESS, and the making and performance of this AGREEMENT and the COLLATERAL DOCUMENTS will not (immediately or with the passage of time, the giving of notice, or both): 1. Violate the articles of incorporation or by-laws of the BORROWER, or violate any laws or result in a default under any contract, agreement, or instrument to which the BORROWER is a party or by which the BORROWER or its property is bound; or 2. Result in the creation or imposition of any security interest in, or lien or encumbrance upon, any of the assets of the BORROWER except in favor of the BANK; D. The BORROWER has the power and authority to enter into and perform this AGREEMENT, the NOTES, and the COLLATERAL DOCUMENTS, and to incur the obligations herein and therein provided for, and has taken all actions necessary to authorize the execution, delivery, and performance of this AGREEMENT, the NOTES, and the COLLATERAL DOCUMENTS; E. This AGREEMENT, the NOTES, and the COLLATERAL DOCUMENTS are, or when delivered will be, valid, binding, and enforceable in accordance with their respective terms; F. There is no pending order, notice, claim, litigation, proceeding, or litigation against or affecting the BORROWER, whether or not covered by insurance, that would materially or adversely affect the financial condition or business prospects of the BORROWER if adversely determined; G. The BORROWER has good and marketable title to all of its assets, none of which is subject to any security interest, encumbrance or lien, or claim of any third PERSON except for PERMITTED LIENS; H. The FINANCIAL STATEMENTS, including any schedules and notes pertaining thereto, have been prepared in accordance with GAAP, and fully and fairly present the financial condition of the BORROWER at the dates thereof and the results of operations for the periods covered thereby, and there have been no material adverse changes in the consolidated financial condition or business of the BORROWER from December 31, 2000, to the date hereof; 11 I. As of the date hereof the BORROWER has no material INDEBTEDNESS of any nature, including but without limitation, liabilities for taxes and any interest or penalties relating thereto except to the extent reflected (in a footnote or otherwise) in the FINANCIAL STATEMENT or as disclosed in, or permitted by, this agreement; and the BORROWER does not know or have reasonable ground to know of any basis for the assertion against it of any such INDEBTEDNESS as of the date of the CLOSING; J. Except as otherwise permitted herein, the BORROWER has filed all federal, state, and local tax returns and other reports required by an applicable LAWS to have been filed prior to the date hereof, has paid or caused to be paid all taxes, assessments, and other governmental charges that are due and payable prior to the date hereof, and has made adequate provisions for the payment of such taxes, assessments, or other charges accruing but not yet payable; the BORROWER has no knowledge of any deficiency or additional assessment in a materially important amount in connection with any taxes, assessments, or charges not provided for on its books; K. Except to the extent that the failure to comply would not materially interfere with the conduct of the business of the BORROWER, the BORROWER has complied with all applicable LAWS with respect to (1) any restrictions, specifications, or other requirements pertaining to products that it manufactures or sells or to the services it performs; (2) the conduct of its business; and (3) the use, maintenance, and operation of the real and personal properties owned or leased by it in the conduct of its business; L. No representation or warranty by or with respect to the BORROWER contained herein or in any certificate or other document furnished by the BORROWER pursuant hereto contains any untrue statement of a material fact or omits to state a material fact necessary to make such representation or warranty not misleading in light of the circumstances under which it was made; M. Each consent, approval or authorization of, or filing, registration or qualification with, any PERSON required to be obtained or effected by the BORROWER in connection with the execution and delivery of this AGREEMENT, any NOTE, and the COLLATERAL DOCUMENTS or the undertaking or performance of any obligation hereunder or thereunder has been duly obtained or effected; N. All existing INDEBTEDNESS of the BORROWER: (1) for money borrowed, or (2) under any security agreement, mortgage, or agreement covering the lease by the BORROWER as lessee of real or personal property is described in a writing delivered to BANK this date; 12 O. Except as disclosed to the BANK in writing (1) the BORROWER has no material leases, contracts, or commitments of any kind (including, without limitation, employment agreements, collective bargaining agreements, powers of attorney, distribution arrangements, patent license agreements, contracts for future purchase or delivery of goods or rendering of services, bonuses, pension, and retirement plans accrued vacation pay, insurance and welfare agreements); (2) to the best of BORROWER's knowledge, all parties to all such material leases, contracts and other commitments to which the BORROWER is a party have complied with the provisions of such leases, contracts, and other commitments; and (3) to the best of BORROWER's knowledge, no party is in default under any provisions thereof and no event has occurred which, but for the giving of notice or the passage of time, or both, would constitute a default; P. The BORROWER has not made any agreement or taken any action which may cause anyone to become entitled to a commission or finder's fee as a result of or in connection with the making of this AGREEMENT; Q. Any federal tax returns for all years of operation, including the last tax year for BORROWER have been filed with the Internal Revenue Service and have not been challenged; R. Any Employee Pension Benefit Plans, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of the BORROWER meet, as of the date hereof, the minimum funding standards of 29 U.S.C. Sec. 1082 (Sec. 302 of ERISA), and no Reportable Event or Prohibited Transaction as defined in ERISA, has occurred with respect to any Employee Benefit Plans, as defined in ERISA, of the BORROWER; S. The liens and security interests created pursuant to Section IV of this AGREEMENT, including any separate real estate liens granted in connection herewith, are in all cases first and prior liens except for PERMITTED LIENS; T. BORROWER warrants (and this shall be a continuing warranty which shall survive until all the OBLIGATIONS of BORROWER to BANK have been fully satisfied) that it is in compliance with all federal, state and local environmental laws and regulations and has obtained all environmental permits necessary or appropriate to the conduct of its business. There is not pending nor, to the best of the BORROWER's knowledge after due inquiry, are there any threatened environmental enforcement actions, suits or proceedings before any court, tribunal or administrative body or official. Responsible officers and agents of the BORROWER have made an extensive investigation and have determined that the BORROWER has not, nor has any former owner of real property occupied by BORROWER stored, used or disposed of any toxic or hazardous substance on its properties or transported any such substance to or from its properties in violation of any presently existing or previously existing 13 laws, regulations or policies. The BORROWER will not store, use or dispose of such substances on its properties. 2. SURVIVAL. All of the representations and warranties set forth in Section V.1. shall survive until all OBLIGATIONS are satisfied in full and there remain no outstanding commitments hereunder. Section VI. COVENANTS OF THE BORROWER. 1. AFFIRMATIVE COVENANTS. The BORROWER does hereby covenant and agree with the BANK that, so long as any of the OBLIGATIONS remain unsatisfied or any commitments hereunder remain outstanding, it will comply at all times with the following covenants: A. The BORROWER will furnish the BANK: 1. Within thirty-five (35) days after the close of each monthly accounting period in each fiscal year an income statement and balance sheet of the BORROWER for such month in reasonable detail, subject to normal year-end audit adjustments and certified by the BORROWER's president or principal financial officer to have been prepared in accordance with GAAP; 2. Within thirty-five (35) days after the end of each calendar month, in such form and detail as shall be satisfactory to the BANK, an aging, as of the end of such month, of (a) the then ELIGIBLE ACCOUNTS, and (b) all other Accounts of the BORROWER, certified by the president or chief financial officer of the BORROWER to be complete and correct; 3. Each month (and at any additional time in the discretion of the BANK or if any material deterioration in the BORROWING BASE would be disclosed thereby) a BORROWING BASE CERTIFICATE as of the end of such period. Each BORROWING BASE CERTIFICATE shall be effective only as accepted by the BANK (and with such revisions, if any, as the BANK may require as a condition to such acceptance); B. Contemporaneously with each monthly financial report required by the foregoing paragraph, a certificate of the president or principal financial officer of the BORROWER stating that he has individually reviewed the provisions of this AGREEMENT and that a review of the activities of the BORROWER during such monthly period, has been made by him or under his supervision, with a view to determining whether the BORROWER has fulfilled all its obligations under this AGREEMENT and is not in default in the observance or performance of any of the provisions 14 hereof or, if the BORROWER shall be so in default, specifying all such defaults and events of which he may have knowledge; C. Promptly after the sending or making available of filing of the same, copies of all reports bearing on the financial condition of BORROWER, proxy statements, and financial statements that the BORROWER sends or makes available to its stockholders and all registration statements and reports that the BORROWER files with the Securities and Exchange Commission or any successor person; D. The BORROWER will maintain its Inventory, Equipment, real estate, and other properties in workable and operable condition and repair, and will pay and discharge or cause to be paid and discharged, when due, the cost of repairs to, or maintenance of, the same, and will pay or cause to be paid in a timely manner all rental or mortgage payments due on such real estate. The BORROWER hereby agrees that, in the event it fails to pay or cause to be paid any such payment, it will promptly notify the BANK thereof, and the BANK may, in its discretion, do so and on demand be reimbursed therefor by the BORROWER; E. The BORROWER will maintain, or cause to be maintained, public liability insurance (subject to a maximum of $10,000.00 in deductibles) and fire and extended coverage insurance on all assets that are of a character usually insured by corporations engaged in the same or similar businesses, all in form and amount sufficient to indemnify the BORROWER for 100% of the replacement value of any such asset lost or damaged (subject to any deductible customary in the BORROWER'S industry) or in an amount consistent with the amount of insurance generally carried on comparable assets within the industry and with such insurers rated A or higher by the latest rating published by A.M. Best & Co. The BORROWER will cause all such insurance policies to contain a standard mortgage clause and to be payable to the BANK as its interest may appear, and BORROWER shall deliver the policies of insurance to the BANK. Such policies shall contain a provision whereby they cannot be cancelled except after ten (10) days' written notice to the BANK. The BORROWER will furnish to the BANK such evidence of insurance as the BANK may require. The BORROWER will pay or cause to be paid when due, all taxes, assessments, and charges or levies imposed upon it or on any of its property on which it is required to withhold and pay except where contested in good faith by appropriate proceedings with adequate reserves therefor having been set aside on its books; provided, however, that the BORROWER shall pay or cause to be paid all such taxes, assessments, charges or levies forthwith whenever foreclosure on any lien that may have attached (or security therefor) appears imminent. G. The BORROWER will maintain: 15 1. A BORROWING BASE such that the amount of the BORROWER's outstanding REVOLVING LOAN will not, at any time, exceed its BORROWING BASE. 3. A ratio of Consolidated Liabilities to Consolidated Tangible Net Worth of not more than 2.3:1.0. For purposes of this agreement, Consolidated Current Assets and Consolidated Current Liabilities mean, at any time, all assets or liabilities, respectively, that should, in accordance with GAAP, be classified as current assets or current liabilities, respectively, on a balance sheet of BORROWER. Consolidated Net Working Capital means, at any time, the amount by which Consolidated Current Assets exceed Consolidated Current Liabilities. Consolidated Tangible Net Worth means, at any time, Stockholders' Equity (the par value of outstanding capital stock, plus capital surplus, plus retained earnings), less the sum of: a. Any surplus resulting from any write up of assets subsequent to December 31, 2000; b. Goodwill, including any amounts, however designated on a balance sheet of the BORROWER, representing the excess of the purchase price paid for assets or stock acquired over the value assigned thereto on the books of the BORROWER; c. Any amount reflecting value of patents, trademarks, trade names, and copyrights; d. Any amount at which shares of capital stock of the BORROWER appear as an asset on the BORROWER's balance sheet; e. Loans and advances to stockholders, directors, officers, employees, or AFFILIATES; f. Deferred expenses; and g. Any other amount in respect of an intangible that should be classified as an asset on a balance sheet of the BORROWER in accordance with GAAP. H. The BORROWER will take all necessary steps to preserve its corporate existence and franchises and comply with all present and future laws applicable to it in the operation of its business, and all material agreements to which it is subject. 16 I. The BORROWER will give immediate notice to the BANK of (1) any litigation or proceeding in which it is a party if an adverse decision therein would require it to pay more than $25,000.00 or deliver assets the value of which exceeds such sum (whether or not the claim is considered to be covered by insurance); and (2) the institution of any other suit or proceeding involving it that might materially and adversely affect its operations, financial condition, property, or business prospects. J. The BORROWER will pay when due all of its INDEBTEDNESS due third persons except when the amount thereof is being contested in good faith by appropriate proceedings and with adequate reserves therefor being set aside on its books. K. The BORROWER will notify the BANK immediately 1) if it becomes aware of the occurrence of any EVENT OF DEFAULT or of any fact, condition, or event that only with the giving of notice or passage of time or both, could become an EVENT OF DEFAULT; 2) if it becomes aware of any material adverse change in the business prospects, financial condition (including, without limitation, proceedings in bankruptcy, insolvency, or reorganization), or results of operations of the BORROWER, or 3) upon the failure of the BORROWER to observe any of its respective undertakings hereunder or under the COLLATERAL DOCUMENTS. L. The BORROWER will (1) fund any of its Employee Pension Benefit Plans in accordance with no less than the minimum funding standards of 29 U.S.C. Sec. 1082 (Section 302 of ERISA); (2) furnish the BANK, promptly after the filing of the same, with copies of any reports or other statements filed with the United States Department of Labor or the Internal Revenue Service with respect to any such Plan; and (3) promptly advise the BANK of the occurrence of any Reportable Event or Prohibited Transaction with respect to any Employee Benefit Plan. 2. NEGATIVE COVENANTS. The BORROWER does hereby covenant and agree with the BANK that, so long as any of the OBLIGATIONS remain unsatisfied or any commitments hereunder remain outstanding, it will comply at all times with the following negative covenants, unless the BANK shall otherwise have agreed in writing: A. The BORROWER shall not change its name, enter into any merger, consolidation, reorganization or recapitalization, or reclassify its capital stock; B. BORROWER will not mortgage, pledge, grant, or permit to exist a security interest in, or a lien upon, any of its assets of any kind, now owned or hereafter acquired, except for liens in favor of BANK, or PERMITTED LIENS; 17 C. BORROWER will not become liable, directly or indirectly, as Guarantor or otherwise for any OBLIGATION of any other person; D. BORROWER will not declare or pay any dividends, or make any other payment or distribution on account of its capital stock in excess of fifty percent (50%) of its prior year earnings as long as BORROWER is in compliance with the covenants contained within this AGREEMENT; E. BORROWER will form no subsidiary, make no investment in (including any assignment of Inventory or other property), or make any loan in the nature of an investment to, any PERSON, except for a $350,000.00 investment in the BORROWER's Hong Kong subsidiary; F. BORROWER will not make any loan or advance to any officer, shareholder, director, or employee of the BORROWER, except for business travel and similar temporary advances in the ordinary course of business; G. BORROWER will not make payments on account of the purchase or lease of fixed assets that, in the aggregate, in any fiscal year (commencing with the current fiscal year) cannot exceed the amount of depreciation expense taken during the fiscal year; H. BORROWER will not redeem, purchase, or retire any of its capital stock or grant or issue, or purchase or retire for any consideration, any warrant, right or option pertaining thereto, or permit any redemption, retirement, or other acquisition by BORROWER of the ownership of the outstanding capital stock of the BORROWER; I. BORROWER shall not furnish the BANK any certificate or other document that will contain any untrue statement of material fact or that will omit to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished; and J. BORROWER will not directly or indirectly apply any part of the proceeds of the OBLIGATIONS to the purchasing or carrying of any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, or any regulations, interpretations, or rulings thereunder. Section VII. DEFAULT. 1. EVENTS OF DEFAULT. The occurrence of any one or more of the following events shall constitute an EVENT OF DEFAULT hereunder: A. The BORROWER shall fail to perform any covenant, promise, or payment obligation made in this AGREEMENT or any COLLATERAL DOCUMENTS; 18 B. Any financial statement, representation, warranty, or certificate made or furnished by or with respect to the BORROWER to the BANK in connection with this AGREEMENT, or as an inducement to the BANK to enter into this AGREEMENT, or in any separate statement or document to be delivered to the BANK hereunder, shall be materially false, incorrect, or incomplete when made. C. Any financial statement, representation, warranty, or certificate made or furnished by or with respect to the BORROWER to the BANK in connection with this AGREEMENT, or as an inducement to the BANK to enter into this AGREEMENT, or in any separate statement or document to be delivered to the BANK hereunder, shall be materially false, incorrect, or incomplete when made; D. The BORROWER shall admit its inability to pay its debts as they mature or shall make an assignment for the benefit of itself or any of its creditors; E. Proceedings in bankruptcy, or for reorganization of the BORROWER, or for the readjustment of debt under the Bankruptcy Code, as amended, or any part thereof, or under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing, shall be commenced against or by the BORROWER, shall not be discharged within thirty (30) days of their commencement; F. A receiver or trustee shall be appointed for the BORROWER or for any substantial part of its respective assets, or any proceedings shall be instituted for the dissolution or the full or partial liquidation of the BORROWER, and expect with respect to any such appointments requested or instituted by the BORROWER, such receiver or trustee shall not be discharged within thirty (30) days of his appointment, and except with respect to any such proceedings instituted by the BORROWER, such proceedings shall not be discharged within thirty (30) days of their commencement, or the BORROWER shall discontinue business or materially change the nature of its business, or the COLLATERAL becomes, in the reasonable judgment of the BANK, insufficient in value to satisfy the OBLIGATIONS, or the BANK otherwise reasonably finds itself insecure as to the prompt and punctual payment and discharge of the OBLIGATIONS; G. The BORROWER shall suffer final judgments for payment of money aggregating in excess of $25,000.00 and shall not discharge the same within a period of thirty (30) days unless, pending further proceedings, execution has not been commenced or, if commenced, has been effectively stayed; 19 H. A judgment creditor of the BORROWER shall obtain possession of any of the COLLATERAL by any means, including (without implied limitation) levy, distraint, replevin, or self-help. 2. ACCELERATION. At the option of the BANK upon the occurrence of any EVENT OF DEFAULT, all OBLIGATIONS, whether hereunder or otherwise, shall immediately become due and payable. 3. REMEDIES. After any acceleration, as provided for in Section VII. 2., the BANK shall have, in addition to the rights and remedies given it by this AGREEMENT and the COLLATERAL DOCUMENTS, all those allowed by all applicable LAWS, including, but without limitation, the Uniform Commercial Code as enacted in the applicable jurisdiction in which any COLLATERAL may be located. The rights of the BANK under this Section VII. 3. are in addition to the other rights and remedies (including, without limitation, other rights of set-off) which the BANK may have. 4. RIGHT OF SET-OFF. Upon the occurrence of any EVENT OF DEFAULT, the BANK may, and is hereby authorized by the BORROWER, at any time and from time to time, to the fullest extent permitted by applicable LAWS, without advance notice to the BORROWER (any such notice being expressly waived by the BORROWER), set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and any other indebtedness at any time owing by the BANK, to, or for the credit or the account of, the BORROWER against any or all of the OBLIGATIONS of the BORROWER now or hereafter existing, whether or not such OBLIGATIONS have matured and irrespective of whether the BANK has exercised any other rights that it has or may have with respect to such OBLIGATIONS, including without limitation any acceleration rights. The BANK agrees promptly to notify the BORROWER after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the BANK under this Section VII.4. are in addition to the other rights and remedies (including, without limitation, other rights of set-off) which the BANK may have. Section VIII. MISCELLANEOUS. 1. CONSTRUCTION. Nothing herein contained shall prevent the BANK from enforcing any or all other guaranty, pledge or security agreements, notes, mortgages, deeds of trust, other evidences of liability, or other COLLATERAL DOCUMENTS in accordance with their respective terms. 2. ENFORCEMENT AND WAIVER BY THE BANK. The BANK shall have the right at all times to enforce the provisions of this agreement and the COLLATERAL DOCUMENTS in strict accordance with the terms hereof and thereof, notwithstanding any conduct or custom on the part of the BANK in refraining from so doing at any time or times to enforce its rights under such provisions, strictly in accordance with the same, shall not be construed as having created a custom in any way or manner contrary to specific provisions of this 20 AGREEMENT or as having in any way or manner modified or waived the same. All rights and remedies of the BANK are cumulative and concurrent and the exercise of one right or remedy shall not be deemed a waiver or release of any other right or remedy. 3. RENEWAL. On the existing LOAN TERMINATION DATE, all of the OBLIGATIONS become due, and the BANK's commitment to lend shall terminate. BORROWER may request an amendment of the LOAN TERMINATION DATE and a renewal, in some form, of the commitment. BANK agrees to consider such request when made, using as a basis for its decision all of the FINANCIAL STATEMENTS furnished by BORROWER, together with any other information available to BANK. BANK may make such renewal or amendment if, in BANK'S sole discretion, such renewal or amendment is warranted in the exercise of sound banking practices. 4. EXPENSE OF THE BANK. The BORROWER will, on demand, reimburse the BANK for all expenses, including the reasonable fees and expenses of legal counsel for the BANK, incurred by the BANK in connection with the preparation, administration, amendment, modification, or enforcement of this AGREEMENT, the COLLATERAL DOCUMENTS, and the collection or attempted collection of the OBLIGATIONS. 5. NOTICES. Any notice or consents required or permitted by this AGREEMENT shall be in writing and shall be deemed delivered if delivered in person or if sent by certified mail, postage prepaid, return receipt requested, or telegraph, as follows, unless such address is changed by written notice hereunder: A. If to the BORROWER: M-Tron Industries, Inc. ATTN: Mr. David Rein P.O. Box 630 Yankton, South Dakota 57078-0630 B. If to the BANK: First National Bank of Omaha 1620 Dodge St. STOP 4250 Omaha, NE 68197-4250 ATTN: Mr. Mark McMillan 6. WAIVER AND RELEASE BY THE BORROWER. To the maximum extent permitted by applicable laws, the BORROWER: A. Waives notice of acceleration and of intention to accelerate; and notice and opportunity to be heard, after acceleration in the manner provided in Section VII., before exercise by the BANK of the remedies of self-help, set-off, or of other summary procedures permitted by any applicable laws or by any agreement with the BORROWER, and, except where required hereby or by any applicable law, notice of any other action taken by the BANK; and 21 B. Releases the BANK and its officers, attorneys, agents, and employees from all claims for loss or damage caused by any act or omission on the part of any of them except willful misconduct or gross negligence. 7. APPLICABLE LAW. This AGREEMENT is entered into and performable in Omaha, Douglas County, Nebraska and shall be subject to and construed and enforced in accordance with the laws of the State of Nebraska. 8. BINDING EFFECT, ASSIGNMENT, AND ENTIRE AGREEMENT. This AGREEMENT shall inure to the benefit of, and shall be binding upon, the respective successors and permitted assigns of the parties hereto. The BORROWER has no right to assign any of its rights or OBLIGATIONS hereunder without the prior written consent of the BANK. This AGREEMENT, including the Exhibits hereto, all of which are hereby incorporated herein by reference, and the documents executed and delivered pursuant hereto, constitute the entire agreement between the parties and may be amended only by a writing signed on behalf of each party. 9. SEVERABILITY. If any provision of this AGREEMENT shall be held invalid under any applicable law, such invalidity shall not affect any other provision of this AGREEMENT that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable. 10. PARTICIPATIONS. Notwithstanding any other provision of this AGREEMENT, the BORROWER understands that the BANK may enter into participation agreements with other lenders whereby the BANK will allocate a certain percentage of the OBLIGATIONS to them. The BORROWER specifically permits and authorizes the BANK to exchange financial information about the BORROWER with actual or potential participants. The BORROWER acknowledges that, for the convenience of all parties, this AGREEMENT is being entered into with the BANK only and that its obligations under this AGREEMENT are undertaken for the benefit of, and as an inducement to, each of the Participating Lenders as well as the BANK, and the BORROWER hereby grants to each of the Participating Lenders to the extent of its participation in the OBLIGATIONS, the right to set off deposit accounts maintained by the BORROWER with such BANK. The BORROWER understands that the terms of such participation agreements with any of the participants will limit the BANK's rights to amend, waive or modify the terms and conditions of this Agreement without the express written consent of all or a designated percentage of such participants. IN WITNESS WHEREOF, the parties hereto have duly executed this AGREEMENT as of the day and year first above written. 22 FIRST NATIONAL BANK OF OMAHA By /s/ Mark McMillan ----------------- Title Vice President -------------- M-TRON INDUSTRIES, INC., By /s/ David Rein -------------- Title VP and CFO ---------- 23 Exhibit I.6. Borrowing Base Certificate Exhibit I.19.E. Permitted Liens Exhibit II.2.A. Term Promissory Note Exhibit II.3.B Revolving Promissory Note 24 EX-10.(CC) 6 b45675lcexv10wxccy.txt EX-10.(CC) 1ST AMEND. TO LOAN & SECURITY AGMNT. EXHIBIT 10(CC) FIRST AMENDMENT TO RESTATED LOAN AND SECURITY AGREEMENT This Agreement made this 31st day of August 2002, by and between M-Tron Industries, Inc., ("BORROWER"), a Delaware corporation, and First National Bank of Omaha, a national banking association with principal business offices in Omaha, Nebraska. ("BANK"). Whereas, BANK and BORROWER executed a written Restated Loan and Security Agreement dated August 31, 2001, (the "AGREEMENT"); and Whereas, the parties now desire to amend the LOAN AGREEMENT. Now, therefore, in consideration of the AGREEMENT, and their mutual promises made herein, the parties agree as follows: Terms which are typed herein as all capitalized words and are not defined herein shall have the same meanings as when described in the AGREEMENT. 1. Section I. Paragraph 5.A & B is hereby amended to read, effective immediately: A. $3,000,000.00 or B. (i)Eighty (80%) of ELIGIBLE ACCOUNTS of the BORROWER, (ii) plus fifty per cent (50%) of the Inventory of BORROWER at cost; provided however, no amount in excess of $1,400,000.00 attributable to INVENTORY shall be included in Borrowing Base Certificate. 2. Section I. Paragraph 18 is hereby amended to read, effective immediately: 18. "LOAN TERMINATION DATE" means the earliest to occur of the following: (i)as to the REVOLVING LOAN April 30, 2003, as to the TERM LOAN September 30, 2004, (ii) and the date the OBLIGATIONS are accelerated pursuant to this AGREEMENT, and (iii) the date BANK receives (a) notice in writing from BORROWER of BORROWER'S election to terminate this AGREEMENT and b) indefeasible payment in full of the OBLIGATIONS, or such other date or dates as may later be agreed to by BANK and BORROWER in a written amendment to this AGREEMENT. 3. Section II. Paragraph 3 is hereby amended to read, effective immediately: 3. REVOLVING LOAN. BANK agrees to lend $3,000,000.00 to BORROWER pursuant to this facility. BANK will credit proceeds of this revolving loan ("REVOLVING LOAN") to BORROWER'S deposit account with the BANK, bearing number 26712880. A. Subject to the terms hereof the BANK will lend the BORROWER, from time to time until the LOAN TERMINATION DATE such items in integral multiples of $1,000.00 as the BORROWER may request by reasonable same day notice to the BANK, received by the BANK not later than 11:00 A.M. of such day, but which shall not exceed in the aggregate principal amount at any one time outstanding, $3,000,000.00 (the "LOAN COMMITMENT"). The BORROWER may borrow, repay without penalty or premium and reborrow hereunder, from the date of this AGREEMENT until the LOAN TERMINATION DATE, either the full amount of the LOAN COMMITMENT or any lesser sum which is $1,000.00 or an integral multiple thereof. It is the intention of the parties that the outstanding principal amount of the REVOLVING LOAN shall at no time exceed the amount of the then existing BORROWING BASE and if, at any time, an excess shall for any reasons exist, the full amount of such excess, together with accrued and unpaid interest thereon as herein provided, shall be immediately due and payable in full. B. THE NOTE. The LOAN COMMITMENT shall be evidenced by a NOTE having stated maturity on the LOAN TERMINATION DATE, in the form attached hereto as Exhibit II.3.B. The NOTE shall specify the manner of principal and interest payments and rate of interest accrual. 4. Section VI. Paragraph 1.A. is hereby amended to include subsection 4. effective immediately: 4. Within 120 days of each year's end, the BORROWER shall provide accountant prepared audited financial statements of the BORROWER. 5. Section VI. Paragraph 1.G. is hereby added to include subsection 2 effective immediately: 2. A Minimum Tangible Net Worth of $3,100,000.00. 6. Section VI. Paragragh 1.G. subsection 3 is amended to read: ... CONSOLIDATED TANGIBLE NET WORTH means, at any time, stock holders equity (the par value of outstanding capital stock, plus capital surplus, plus retained earnings) plus all loans from Lynch Corporation to the Borrower that are subordinate to BANK debt, less the sum of: ... 7. Section VI. Paragraph 2.D is hereby amended effective immediately: C. No distribution, advances nor loans to the parent company, to subsidiaries or affiliates without prior written consent of First National Bank of Omaha. 8. Section VI. Paragraph 2.G. is hereby added to, effective immediately G. Maximum annual capital expenditures of $475,000.00. 9. BORROWER certifies by its execution hereof that all the representations and warranties set forth in Section V. of the AGREEMENT are true as of this date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving of notice or passage of time or both, would become such an EVENT OF DEFAULT, has occurred as of this date, except for matters disclosed to BANK. 10. Except as amended hereby the parties ratify and confirm as binding upon them all of the terms of the AGREEMENT. IN WITNESS THEREOF, the parties have set their hands on the date first written above. FIRST NATIONAL BANK OF OMAHA M-TRON INDUSTRIES, INC. By: /S/ Mark McMillan By: /S/ David Rein ------------------- ----------------- MARK McMILLAN DAVID REIN Its: Vice President Its: VP and CFO EX-14 7 b45675lcexv14.txt EX-14 BUSINESS CONDUCT (ETHICS) POLICY EXHIBIT 14 BUSINESS CONDUCT POLICY INTRODUCTION This Business Conduct Policy ("Policy") is issued by Lynch Corporation (the "Company") to provide its employees with guidelines and a frame of reference for their actions when representing the Company. Since the actions of the Company's employees directly affect how the Company is viewed within the community in which it conducts business, these guidelines are meant to ensure that employees conduct that business fairly, impartially and ethically. Employees are responsible for acquiring the knowledge necessary to ensure that they perform their particular duties legally and to know when and where to seek advice when unsure of the business ethics involved or the potential liabilities associated with their actions. Employees who are unsure, or question whether any action they are performing is illegal or inappropriate in nature, should confer with the President of their subsidiary or Chief Financial Officer of Lynch Corporation for a recommended course of action. Any violation of this Policy may be cause for termination of employment. This Policy serves as only one reference to which employees should refer when conducting their duties. It is not an all-inclusive treatise on prohibited or inappropriate behavior but rather a guideline intended to raise employees' awareness to potential infractions and illegal conduct. It is the responsibility of employees to ensure that their own conduct, or the conduct of anyone in the Company of which they become aware, does not violate either the letter or spirit of this Policy. Prior to the issuance of this Policy, the Company has adopted various guidelines and policies for employees to follow which are now incorporated herein. These include: (1) Sexual Harassment in the Workplace (2) Anti-Harassment Policy (3) Internet Code of Conduct (4) E-mail/Telephone Usage Policy (5) Computer System Policy (6) Drug-Free Workplace Policy (7) Affirmative Action/Equal Opportunity Policy (8) Non Compete Agreement Policy (Certain Individuals) (9) Workplace Safety Policy (10) Employee Handbook (11) Human Resource Policy Manual From time to time, the Company and its subsidiaries may adopt additional guidelines that will be incorporated into this Policy and they will be subject to the same enforcement procedures. CONFLICTS OF INTEREST Employees must conduct business free from actual or potential conflicts of interest. Such conflicts might compromise their loyalties to the Company and adversely affect it both economically and ethically. Employees are expected to act at all times in a manner beneficial to the Company and may not, directly or indirectly, benefit improperly from their positions as employees of the Company. They may not derive a personal benefit, directly or indirectly, from any sale, purchase, transaction or other activity of the Company other than under a Company compensation arrangement. Employees should avoid situations that may give rise to a conflict or to the appearance of a conflict between their duties to the Company and any personal gain. Any employee faced with a potential conflict of interest situation should seek advice from the subsidiary President or Chief Financial Officer of the Company. In order to facilitate understanding of what may cause potential conflicts of interest, various examples are provided below: - Seeking or accepting any payment or loan (other than on prevailing terms from a financial institution), or seek or accept any gratuity, gift, travel or other favor of more than nominal value from any individual or corporation doing business or seeking to do business with the Company. Under no circumstances should any employee accept cash gifts. Any non-cash gift received by an employee should be accepted only if it is of nominal value. If a non-cash gift of greater than nominal value is offered, or if the value of a gift given is uncertain, then the employee should seek advice from the subsidiary President or Chief Financial Officer. Inappropriate gifts received should be returned to the donor. The Company will follow with a letter to the donor explaining its reasons for rejecting the gift. - Serving as a director, employee, officer, consultant, partner, representative, agent or advisor of any supplier, customer, partner, subcontractor or competitor of the Company. - Holding a substantial financial interest (either directly or indirectly) in any supplier, customer, or competitor of the Company. A "substantial interest" means, among other things, an economic, personal or family interest that might influence a person's judgment or action. A substantial interest does not include an investment representing less than one percent of the outstanding equity of a publicly held business. - Acquiring any interest, whether in real estate, patent rights, securities or any other type of property in which the Company has, or might have, an interest. - Dealings with competitors for the purpose of setting or controlling prices, rates, trade practices, costs or any other activities are prohibited by law. - Engaging in any business unrelated to the Company on Company premises or during normal working hours, except with the permission of the President. CONFIDENTIAL INFORMATION Employees are obligated to protect any of the Company's confidential and proprietary information to which they have access. Confidential and proprietary information includes any non-public information that may be of use to our competitors or harmful to the Company if made public. CONFIDENTIAL INFORMATION (CONTINUED) Employees must ensure that any use, acquisition or disposition of confidential and proprietary information is undertaken in accordance with the authorization given to them by their supervisor(s). The unauthorized disclosure or use of confidential and proprietary information, whether owned by the Company or by a third party, is a violation of Company policy and a violation of law. Employees should take appropriate steps to ensure the confidentiality of such information. These steps include, but are not limited to, properly filing documents, marking documents "confidential" and otherwise limiting access to such information. Questions as to whether information is confidential should be referred to the subsidiary President or Chief Financial Officer. The term "confidential and proprietary information" includes, among other things, trade secrets, customer names and lists, vendor names and lists, employees names, compensation, titles and positions, business plans, capital expenditure plans, marketing plans, non-public financial data, product specifications and designs, the nature and results of research and development projects, concepts, inventions, discoveries, formulas, processes, drawings, documents, records, software, pricing, or customer preferences. The term also encompasses any information that is communicated to an employee, learned of by an employee, or developed or otherwise acquired by an employee in the course of employment with the Company and that is not generally known to the public. COMPANY PROPERTY The Company's property consists of tangible property, i.e.: desks, chairs, computers, tools, equipment, financial records; and intangible property, i.e.: trademarks, copyrights and confidential and proprietary information. No employee may remove property of the Company from the Company's premises without the written permission of an officer of the Company. Written permission will not only protect the Company and its property, it will also protect the employee should any questions arise in the future as to why or when the property was removed. Permission to remove Company property from the Company's premises does not affect in any way an employee's obligation to protect the property from damage, disclosure or improper use, and to return it to the Company on request, or when the reason for its removal no longer exists. FINANCIAL AND ACCOUNTING ENTRIES Accounting entries must accurately and fully record all the financial transactions of the Company. The intent is to have the Company's books reflect generally accepted accounting principles. Employees must comply with the Company's prescribed accounting procedures and controls. No secret or unrecorded funds or assets may be created or maintained and all liabilities must be recorded. Recording false or fictitious transactions is strictly prohibited. Employees who have any questions regarding this policy, should direct them to the Chairman of the Company's Audit Committee. BRIBES AND OTHER IMPROPER PAYMENTS The Company prohibits employees from giving any bribes, kickbacks or using any other unlawful or improper methods to remunerate any person or entity. No employee may make any payment to an employee or agent of any domestic or any foreign government or agency. Any questions employees have regarding this provision, should be directed to the President of the Company. Payments in excess of $10,000 made by any person or corporation to an entity outside of the United States may have to be reported under federal law. As a result of this regulation, the Company requires any employee intending to make such a payment to notify the President of the Company. UNITED STATES FOREIGN CORRUPT PRACTICES ACT The Foreign Corrupt Practices Act ("FCPA") is a federal law that, among other things, prohibits payments that may influence any act or decision of a foreign government official. The FCPA makes it a criminal offense to offer anything of value to a foreign official, candidate, political party or intermediary of any of these groups as an inducement to obtain, retain or direct business to any person or entity. The FCPA applies to agents and consultants of a company and applies to both domestic and foreign business operations. Employees intending to make payments to a foreign government official, candidate or political party or any third party connected with such entity should first seek approval from the corporate President. In order to detect and prevent any illegal payments, the FCPA requires that accurate accounting records be maintained and that there be an internal control system in place to ensure that Company assets are preserved and only used for bona fide purposes. BUSINESS GIFTS The rules governing the giving of gifts to outsiders follow: - Gifts in the form of cash or its equivalent may not be given under any circumstances. - Individuals other than government officials. Gifts must be lawful and in accordance with the generally accepted business practices of the applicable government jurisdictions. - Specific prior approval of the subsidiary President or Chief Financial Officer must be obtained when any gift is to be given with a value in excess of $100. In no event may the value of any gift exceed $500. These limitations do not apply to gifts made in public presentations, the nature of which indicates that the gift is being made by an individual acting on behalf of the Company. - Gifts should be appropriately identified and recorded in the Company's records. - Government Officials. No gift is to be given to any employee of a government agency or any other public official without the prior approval of the Company President. - Political Contributions. No employee at any time may make a contribution for or on behalf of the Company in connection with any election without the approval of the Board of Directors of the Company. - Only the following gifts are permitted to be given: candy, beverages, food products and fruit of nominal value given for personal consumption; flowers of nominal value; souvenirs of nominal value; and gifts of a value that is usual under the circumstances given to persons upon their promotion, transfer, retirement, etc. BUSINESS ENTERTAINMENT In appropriate circumstances, employees may entertain, with prior approval of their supervisor, at Company expense, individuals representing entities with which the Company maintains or may establish a business relationship. The entertainment should be reasonable in scope and in accordance with generally accepted local practice. What is "reasonable" will depend on the circumstances and will also be subject to the Company's established expense approval procedures. Employees may also entertain public/government officials in appropriate circumstances. Entertainment of such officials must comply with the rules and regulations of the applicable government agency or legislative body. In some cases, government employees may not be permitted to accept any entertainment. BUSINESS COURTESIES The term "business courtesy" is a present, gift, gratuity, hospitality, or favor from persons or firms with which the Company maintains or may establish a business relationship and for which fair market value is not paid by the recipient. A business courtesy may be a tangible or intangible benefit, including, but not limited to, such items as gifts, meals, drinks, entertainment (including tickets and passes), recreation (including golf course and tennis court fees), door prizes, honoraria, transportation, discounts, promotional items, or use of a donor's time, materials, facilities, or equipment. The Company expects all employees to act responsibly, ethically, and with the best interests of the Company in mind when dealing with business courtesies and that their business judgments are not compromised by any outside factors. Employees may accept business courtesies that may promote working relationships and goodwill with persons or firms with which the Company maintains or may establish a business relationship. Employees, however, should not accept business courtesies that are inappropriately lavish, create a conflict or interest, create the appearance of an improper attempt to influence business decisions, or are unreasonable in light of generally accepted standards and practice. Any concerns as to what are appropriate actions when offered a business courtesy, or whether a business courtesy accepted is appropriate, should be referred to an officer of the Company. ENVIRONMENTAL COMPLIANCE Environmental protection is a Company goal and environmental compliance is an integral and essential part of good management. All management policies and decisions must include, where appropriate, environmental considerations and employees must also consider the environmental implications of their actions. VIOLATION OF THIS POLICY Employees are expected to comply with this Business Conduct Policy in all respects. Failure to do so can result in disciplinary action up to and including dismissal. In addition, where violation of this Policy also constitutes a criminal offense, the Company may file a criminal complaint with the appropriate authorities. Employees may be requested to certify that they have read this, and the other Company policies, that they have understood them, and have not violated them. Any employee who fails to return a certificate, who submits a certificate containing a false statement or that omits material information requested by the certificate, or who knowingly permits a subordinate to violate this policy, will also be subject to disciplinary action, up to and including dismissal. Employees will be expected to disclose promptly any acts or transactions known to them that may be in violation of this Policy. All disclosures will be received and treated in confidence to the extent legally permissible and should be directed to: The Lynch Corporation Attention: President, Chairman of the Audit Committee, and the Chief Financial Officer IMPLEMENTATION All managerial level personnel have an obligation to implement this policy and to ensure compliance with it by all employees within their area of responsibility. The provisions of this policy will be reviewed on a periodic basis, and all new employees should be given a copy and acknowledge, in writing, that they have read it. - -------------------------------------------------------------------------------- LYNCH CORPORATION BUSINESS CONDUCT POLICY CERTIFICATION OF COMPLIANCE I certify that I have read, understand, and am in compliance with, the Business Conduct Policy. Date: ______________________ ______________________________ (Signature) ______________________________ (Please print name) EX-21 8 b45675lcexv21.txt EX-21 SUBSIDIARIES OF THE REGISTRANT . . . EXHIBIT 21 LYNCH CORPORATION SUBSIDIARIES

EX-23 9 b45675lcexv23.txt EX-23 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-46953 and Form S-8 No. 333-91192) pertaining to the Lynch Corporation 401(k) Savings Plan and the Lynch Corporation 2001 Equity Incentive Plan, respectively, of our report dated March 7, 2003, with respect to the consolidated financial statements and schedules of Lynch Corporation included in this Annual Report (Form 10-K) for the year ended December 31, 2002. /s/ ERNST & YOUNG LLP ------------------------------ ERNST & YOUNG LLP Providence, Rhode Island March 21, 2003 EX-24 10 b45675lcexv24.txt EX-24 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director of LYNCH CORPORATION, an Indiana corporation, hereby appoints RALPH R. PAPITTO, RAYMOND H. KELLER and RICHARD E. McGRAIL, true and lawful attorneys-in-fact and agents, and each of them (with full power to act without the other) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute, deliver and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Lynch Corporation for the fiscal year ended December 31, 2002, including any and all amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof, and hereby revoking all prior appointments by him, if any, of attorneys-in-fact and agents to sign and file the above-described document, including any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on the date set forth below. DATE: ______________, 2003 /s/ E. VAL CERUTTI ------------------------ E. VAL CERUTTI POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director, President and Chief Operating Officer of LYNCH CORPORATION, an Indiana corporation, hereby appoints RALPH R. PAPITTO and RAYMOND H. KELLER, true and lawful attorneys-in-fact and agents, and each of them (with full power to act without the other) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute, deliver and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Lynch Corporation for the fiscal year ended December 31, 2002, including any and all amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof, and hereby revoking all prior appointments by him, if any, of attorneys-in-fact and agents to sign and file the above-described document, including any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on the date set forth below. DATE: ______________, 2003 /S/ RICHARD E. McGRAIL ------------------------ RICHARD E. McGRAIL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director, Chairman of the Board of Directors and Chief Executive Officer of LYNCH CORPORATION, an Indiana corporation, hereby appoints RAYMOND H. KELLER and RICHARD E. McGRAIL, true and lawful attorneys-in-fact and agents, and each of them (with full power to act without the other) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute, deliver and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Lynch Corporation for the fiscal year ended December 31, 2002, including any and all amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof, and hereby revoking all prior appointments by him, if any, of attorneys-in-fact and agents to sign and file the above-described document, including any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on the date set forth below. DATE:______________, 2003 /S/ RALPH R. PAPITTO ---------------------- RALPH R. PAPITTO POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director of LYNCH CORPORATION, an Indiana corporation, hereby appoints RALPH R. PAPITTO, RAYMOND H. KELLER and RICHARD E. McGRAIL, true and lawful attorneys-in-fact and agents, and each of them (with full power to act without the other) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute, deliver and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Lynch Corporation for the fiscal year ended December 31, 2002, including any and all amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof, and hereby revoking all prior appointments by him, if any, of attorneys-in-fact and agents to sign and file the above-described document, including any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on the date set forth below. DATE:_____________, 2003 /S/ AVRUM GRAY ------------------ AVRUM GRAY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director, Vice President, Chief Financial Officer and Secretary of LYNCH CORPORATION, an Indiana corporation, hereby appoints RALPH R. PAPITTO and RICHARD E. McGRAIL, true and lawful attorneys-in-fact and agents, and each of them (with full power to act without the other) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute, deliver and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Lynch Corporation for the fiscal year ended December 31, 2002, including any and all amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof, and hereby revoking all prior appointments by him, if any, of attorneys-in-fact and agents to sign and file the above-described document, including any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on the date set forth below. DATE:______________, 2003 /S/ RAYMOND H. KELLER ------------------------ RAYMOND H. KELLER POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Director of LYNCH CORPORATION, an Indiana corporation, hereby appoints RALPH R. PAPITTO, RAYMOND H. KELLER and RICHARD E. McGRAIL, true and lawful attorneys-in-fact and agents, and each of them (with full power to act without the other) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign, execute, deliver and file with the Securities and Exchange Commission the Annual Report on Form 10-K of Lynch Corporation for the fiscal year ended December 31, 2002, including any and all amendments thereto, granting unto said attorneys-in-fact and agents, and each of them, full power to do and perform every act and thing requisite, necessary or desirable to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof, and hereby revoking all prior appointments by him, if any, of attorneys-in-fact and agents to sign and file the above-described document, including any and all amendments thereto. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on the date set forth below. DATE:____________, 2003 /S/ ANTHONY R. PUSTORINO -------------------------- ANTHONY R. PUSTORINO 10-K 12 b45675lce10vkxpdfy.pdf COURTESY PDF begin 644 b45675lce10vkxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C(U,"`P(&]B:@T\/"`-+TQI;F5A]]7WO6R_ MU&JZ7WR/W?4S@UHZ+VW,N#I;]?0-FVHFKJ/K9F\K>CB'?_, M.3I;K6O6WH:/5\1Y[VRK>/G:0B!J5<;)KI25(NH%=T^G%=8Q%;-,DJ: MJ>7*>0>H9%;(&:!%"Y66O`-:--6HE.>6:0]B];RF>I4EBNU*6D2 M]_$`.9!;U'1N:64MM`HYJ;"GE/$U4(EQP]?);FOBK$)94=RRL^H:MPS(+5]! 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þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended December 31, 2002 Commission file number 1-106

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to


Indiana		38-1799862
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

50 Kennedy Plaza, Suite 1250, Providence, RI (Address of principal executive offices)		02903 (Zip Code)


Title of each class		Name of each exchange on which registered

Common Stock, $0.01 Par Value		American Stock Exchange



	Three Months Ended

2002	March 31		June 30		September 30		December 31

High		21.50		17.25		12.51		9.50
Low		14.75		12.25		9.60		5.60



			Year Ended December 31(a)

			2002*			2001*			2000			1999			1998

Revenues			$	26,386		$	141,073		$	219,196		$	194,222		$	187,644
Operating profit (loss)(b)				16,168			(19,240	)		(4,977	)		85			4,074
Net financial activities				(80	)		(7,357	)		(12,751	)		(9,528	)		(8,392	)
Gain (loss) on sale of subsidiary stock and other operating assets				(92	)		—			—			—			2,090

Income (loss) from continuing operations before income taxes, minority interests, discontinued operations and extraordinary items				15,996			(26,597	)		(17,728	)		(9,443	)		(2,228	)
(Provision) benefit for income taxes				1,967			(358	)		2,793			2,544			1,408
Minority interests				—			4,017			9,252			2,647			1,107

Income (loss) from continuing operations before discontinued operations and extraordinary items				17,963			(22,938	)		(5,683	)		(4,252	)		287
Operations of Lynch Interactive Corporation(f)				—			—			—			(7,493	)		4,929
Discontinued operations(c)				—			—			—			(572	)		(1,859	)
Gain on sale of Spinnaker’s industrial tape segment(c)				—			—			—			10,431			—
Extraordinary items(d)				—			—			2,245			303			—

Net income (loss)			$	17,963		$	(22,938	)	$	(3,438	)	$	(1,583	)	$	3,357

Per Common Share:(e)
	Income (loss) from continuing operations before discontinued operations and Extraordinary items:
		Basic	$	11.99		$	(15.24	)	$	(3.81	)	$	(3.00	)	$	.20
		Diluted		11.99			(15.24	)		(3.81	)		(3.00	)		.20
	Net income (loss):
		Basic		11.99			(15.24	)		(2.31	)		(1.12	)		2.37
		Diluted		11.99			(15.24	)		(2.31	)		(1.12	)		2.37
Cash, cash equivalents and marketable securities(g)			$	6,847		$	4,247		$	10,543		$	13,106		$	1,132
Restricted cash(g)(h)				1,125			4,703			6,500			56,026			—
Total assets (net of discontinued Operations)(c)(f)(g)				23,430			31,615			162,820			211,192			251,658
Long-term debt, exclusive of current portion(g)				1,089			1,678			61,350			116,765			126,976
Shareholders’ (deficiency) equity(f)(g)				10,934			(7,451	)		15,432			15,991			11,441


Name	Offices and Positions Held	Age

Ralph R. Papitto	Chairman and Chief Executive Officer (since August 2001) of the Corporation; Chief Executive Officer of Avtek Inc., since 2002, a private holding company controlled by Mr. Papitto; Chairman and Chief Executive Officer of AFC Cable Systems, Inc., a NASDAQ listed manufacturer and supplier of electrical distribution products (1990-1999); Founder, Chairman and Chief Executive Officer of Nortek, Inc., a NYSE listed manufacturer of construction products (1967-1990); Director of Global Sports & Gaming.Com; Chairman of the Board of Trustees of Roger Williams University; Former Director of Lynch Interactive Corporation and Spinnaker Industries, Inc.		76
Mario J. Gabelli	Chairman (1986 to August 2001) and Chief Executive Officer (1986 to January 2000; and April 2001 to August 2001) and Vice Chairman (since August 2001) of Lynch; Chairman, Chief Executive Officer and a Director of Lynch Interactive Corporation (since September 1999); Chairman and Chief Executive Officer of Gabelli Group Capital Partners (since 1980), a private Corporation which makes investments for its own account; Chairman and Chief Executive Officer of Gabelli Asset Management Inc. (since 1999), a NYSE listed holding corporation for subsidiaries engaged in various aspects of the securities business; Director/ Trustee and/or President of all registered investment companies managed by Gabelli Funds, LLC (since 1986); Governor of the American Stock Exchange; Overseer of Columbia University Graduate School of Business; Trustee of Fairfield University, Roger Williams University, Winston Churchill Foundation and E.L. Wigend Foundation; Director of The National Italian American Foundation and The American-Italian Cancer Foundation, Chairman, Patron’s Committee of Immaculate Conception School; and former trustee of Fordham Preparatory School.		60
Richard E. McGrail	President and Chief Operating Officer (since October 2001) of Lynch; President of Avtek Inc., since 2001, a private holding company controlled by Ralph R. Papitto; Division President of AFC Cable Systems, Inc., a NASDAQ listed manufacturer and supplier of electrical distribution products (1993 to 2001); Prior general and marketing management experience with Digital Equipment Corporation (DEC).		48
Raymond H. Keller	Chief Financial Officer, Vice President and Secretary (since October 2001) of Lynch; Chief Financial Officer of Avtek Inc., since 2000, a private holding company controlled by Ralph R. Papitto; Director and Chief Financial Officer of AFC Cable Systems, Inc., a NASDAQ listed manufacturer and supplier of electrical distribution products (1989 to 2000); Trustee of Roger Williams University; Prior financial management experience with Microdot, Inc.		65


Item 4.	*Submission of Matters to a Vote of Security Holders*


Item 5.	*Market for the Registrant’s Common Equity and Related Stockholder Matters*


2001	March 31		June 30		September 30		December 31

High		42		30		34.75		23
Low		29		26		23		13


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*


	*Revenue Recognition and Accounting for Long-Term Contracts*


Balance, beginning of the period	$	1,608
Warranties issued during the period		894
Settlements made during the period		(508	)
Changes in liabilities for pre-existing warranties during the period, including expirations		(399	)

Balance, end of the period	$	1,595


	Year 2002 Compared to 2001 (including Results of Spinnaker for the nine months ended September 30, 2001)


	Year 2001 Compared to 2000 (including Results of Spinnaker for the nine months ended September 30, 2001)



				Payments Due By Period

		Total		2003		2004		2005		2006		2007+

Revolving Credit Loan		$	2,228	$	2,228	$	—	$	—	$	—	$	—
Long-term Debt			1,921		832		956		59		9		65
Operating Leases			697		253		199		150		95		—

	TOTAL	$	4,846	$	3,313	$	1,155	$	209	$	104	$	65


Item 1.	*Business*


	*Overview*


	*Selected Financial Information*


	*Lynch Systems Objectives*


Item 7A.	*Quantitative and Qualitative Disclosure About Market Risk*


Item 8.	*Financial Statements and Supplementary Data*


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*


Item 10.	*Directors and Executive Officers of the Registrant*


Item 12.	*Security Ownership of Certain Beneficial Owners and Management*


Item 13.	*Certain Relationships and Related Transactions*


Item 15.	*Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K*


				December 31,			December 31,
				2002			2001


				(In thousands, except share
				amounts)
ASSETS
Current Assets:
	Cash and cash equivalents			$	5,986		$	4,247
	Restricted cash (Note 1)				1,125			4,703
	Investments — Marketable Securities				861			—
	Trade accounts receivable, less allowances of $91 and $118, respectively (Note 1)				3,524			9,818
	Inventories				5,624			5,260
	Recoverable income taxes				532			—
	Deferred income taxes				207			988
	Prepaid expense				324			606

			Total Current Assets		18,183			25,622
Property, Plant and Equipment
	Land				291			291
	Buildings and improvements				4,198			4,158
	Machinery and equipment				11,841			11,949

					16,330			16,398
	Less: Accumulated depreciation				11,504			10,942

					4,826			5,456
	Other assets				421			537

			Total Assets	$	23,430		$	31,615


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Notes payable to banks			$	2,228		$	1,086
	Trade accounts payable				927			1,717
	Accrued warranty expense				1,595			1,608
	Accrued compensation expense				921			1,549
	Accrued income taxes				1,053			586
	Accrued professional fees				327			292
	Accrued commissions				214			786
	Margin liability on marketable securities				251			—
	Other accrued expenses				659			1,145
	Customer advances				1,147			6,781
	Current maturities of long-term debt				832			521

			Total Current Liabilities		10,154			16,071
	Long-term debt				1,089			1,678
	Deferred income taxes				—			578
	Other long-term liabilities				1,253			1,319

		Total Liabilities			12,496			19,646
Loss in Excess of Investment (Note 1)					—			19,420
Commitments and Contingencies (Note 14)
Shareholders’ (Deficiency) Equity
	Common stock, $0.01 par value — 10,000,000 shares authorized; 1,513,191 shares issued; 1,497,883 shares outstanding				15			15
	Additional paid-in capital				15,645			15,527
	(Accumulated deficit)				(4,570	)		(22,533	)
	Accumulated other comprehensive Income (Loss)				302			(2	)
	Treasury stock of 15,308 shares at cost				(458	)		(458	)

			Total Shareholders’ (Deficiency) Equity		10,934			(7,451	)

			Total Liabilities and Shareholders’ (Deficiency) Equity	$	23,430		$	31,615



		Years Ended December 31,

		2002			2001			2000


		(In thousands, except share and per-share
		amounts)
SALES AND REVENUES		$	26,386		$	141,073		$	219,196
Costs and expenses:
	Manufacturing cost of sales		19,437			130,290			192,980
	Selling and administrative		10,201			19,157			28,485
	Asset impairment and restructuring charges		—			38,272			2,708

			29,638			187,719			224,173
Gain on deconsolidation (Note 1)			19,420			27,406			—

OPERATING PROFIT (LOSS)			16,168			(19,240	)		(4,977	)
Other income (expense):
	Investment income		121			384			1,481
	Interest expense		(201	)		(7,741	)		(11,432	)
	Other expense		(92	)		—			—
	Impairment of Spinnaker’s investment in warrants		—			—			(2,800	)

			(172	)		(7,357	)		(12,751	)

INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTERESTS, AND EXTRAORDINARY ITEM			15,996			(26,597	)		(17,728	)
(Provision) Benefit for income taxes			1,967			(358	)		2,793
Minority interests			—			4,017			9,252

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM			17,963			(22,938	)		(5,683	)
EXTRAORDINARY ITEM
Gain on early extinguishments of debt (less income tax provision of $2,612 and minority interest of $2,472)			—			—			2,245

NET INCOME (LOSS)		$	17,963		$	(22,938	)	$	(3,438	)

Weighted average shares outstanding			1,497,900			1,505,300			1,491,000
Basic and diluted income (loss) per share:
	Before extraordinary item	$	11.99		$	(15.24	)	$	(3.81	)
	Extraordinary item		—			—			1.51

NET INCOME (LOSS)		$	11.99		$	(15.24	)	$	(2.30	)


			Shares of														Accumulated
			Common						Additional					Officer’s			Other
			Stock			Common			Paid-In		Retained			Note			Comprehensive			Treasury
			Outstanding			Stock			Capital		Earnings			Receivable			Income			Stock			Total


			(In thousands except for shares of common stock)
BALANCE AT DEC. 31, 1999				1,410,183			5,139			8,302		3,843		$	0			(40	)		(1,253	)		15,991
Comprehensive Income (Loss):
	Net loss for year			—			—			—		(3,438	)		—			—			—			(3,438	)
	Other comprehensive loss			—			—			—		—			—			(31	)		—			(31	)

		Comprehensive Loss																						(3,469	)
Issuance of Common Stock				100,000			—			1,809		—			—			—			1,191			3,000
Capital transactions of Lynch Systems				—			—			292		—			—			—			—			292
Loan to Officer to buy Common Stock				—			—			—		—			(382	)		—			—			(382	)

BALANCE AT DEC. 31, 2000				1,510,183		$	5,139		$	10,403	$	405		$	(382	)	$	(71	)	$	(62	)	$	15,432
Comprehensive Income (Loss):
	Net loss for year			—			—			—		(22,938	)		—			—			—			(22,938	)
	Other comprehensive income			—			—			—		—			—			69			—			69

		Comprehensive Loss																						(22,869	)
Acquisition of Treasury Stock				(12,300	)		—			—		—			382			—			(396	)		(14	)

BALANCE AT DEC. 31, 2001				1,497,883		$	5,139		$	10,403	$	(22,533	)	$	—		$	(2	)		(458	)	$	(7,451	)
Assign $0.01 par value (Note 10)				—			(5,124	)		5,124		—			—			—			—			—
Comprehensive Income (Loss):
	Net income for year			—			—			—		17,963			—			—			—			17,963
	Other comprehensive Income			—			—			—		—			—			304			—			304

		Comprehensive Income																						18,267
Unredeemed minority interest Shares				—			—			118		—			—			—			—			118

BALANCE AT DEC. 31, 2002				1,497,883		$	15		$	15,645	$	(4,570	)	$	—		$	302			(458	)	$	10,934


			Gross		Gross		Estimated
			Realized		Unrealized		Fair
December 31, 2002	Cost		Gains		Losses		Value

Equity Securities	$	557	$	304		—	$	861

Total included in Investments							$	861



	December 31, 2002					December 31, 2001


	Deferred Tax					Deferred Tax
	Asset			Liability		Asset			Liability


	(In Thousands)
Inventory reserve	$	768		$	—	$	744		$	—
Fixed assets written up under Purchase accounting and tax over book depreciation		—			275		—			499
Other reserves and accruals		928			—		1,215			—
Other		—			454		—			1,050
Capital loss and other carry forwards		207			—		938			—

Total deferred income taxes		1,903			729		2,897			1,549

Valuation allowance		(967	)				(938	)

	$	936				$	1,959



	Years ended December 31

	2002			2001			2000

Revenues
Adhesive-backed label stock	$	—		$	90,163		$	150,136
Glass manufacturing equipment		14,974			26,047			23,608
Frequency control devices		11,412			21,593			39,855
Industrial process equipment		—			3,270			5,597

Consolidated total	$	26,386		$	141,073		$	219,196

EBITDA (after corporation allocation)
Adhesive-backed label stock	$	—		$	(4,755	)	$	99
Glass manufacturing equipment		1,321			5,125			3,239
Frequency control devices		(1,909	)		(1,770	)		4,054
Industrial process equipment		—			77			440
Corporate manufacturing expenses		—			(1,140	)		(1,973	)

Total manufacturing		(588	)		(2,463	)		5,859
Corporate expenses, net		(1,414	)		(985	)		(1,451	)
Restructuring charge — Spinnaker		—			(1,520	)		(1,650	)

Consolidated total	$	(2,002	)	$	(4,968	)	$	2,758



	2002 Three Months Ended(a)

	Mar. 31			June 30			Sep. 30		Dec. 31

Sales and revenues	$	7,003		$	9,691		$	5,040	$	4,652
Gross profit		2,149			2,820			1,078		902
Operating profit (loss)(b)		(400	)		(193	)		18,196		(1,435	)
Net income (loss)		(292	)		(108	)		19,267		(904	)
Basic and diluted earnings (loss) per share		(0.19	)		(0.07	)		12.86		(0.60	)



	2001 Three Months Ended

	Mar. 31			June 30			Sep. 30		Dec. 31

Sales and revenues	$	53,548		$	45,353		$	31,982	$	10,190
Gross profit		4,995			692			2,661		2,435
Operating profit (loss)(c)		(37,093	)		(5,870	)		24,379		(656	)
Net income (loss)		(36,070	)		(8,673	)		23,082		(1,277	)
Basic and diluted earnings (loss) per share		(23.89	)		(5.74	)		15.36		(0.85	)


a)		Effective September 30, 2001, the Company deconsolidated Spinnaker (see Note 1 to the Consolidated Financial Statements — “Basis of Presentation”). As a result, full year 2002 and fourth quarter 2001 results do not include Spinnaker results.

b)		Third quarter of 2002 includes $19,420 gain on deconsolidation. (See Note 1 to the Consolidated Financial Statements — “Basis of Presentation”).

c)		Includes restructuring costs applicable to Spinnaker of: 1st Quarter — $36,484; 2nd Quarter — $5,051; 3rd Quarter — $219 and gain on deconsolidation of $27,406 in the 3rd Quarter.



	Year Ended December 31

	2002			2001			2000


	(In Thousands)
Interest, Dividends & Gains on Sale of Marketable Securities	$	40		$	209		$	187
Dividend from Subsidiary		1,306			—			1,500
Interest & Other Income from Subsidiaries		12			24			348

TOTAL INCOME		1,358			233			2,035
Costs & Expenses:
Unallocated Corporate Administrative Expense		1,414			1,001			1,451
Interest Expense		9			23			15

TOTAL COST AND EXPENSE		1,423			1,024			1,466

INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET INCOME (LOSS) OF SUBSIDIARIES		(65	)		(791	)		569
Income Tax Benefit (Provision)		20			269			(215	)
Equity in Net Income (Loss) of Subsidiaries		18,008			(22,416	)		(3,792	)

NET INCOME (LOSS)	$	17,963		$	(22,938	)	$	(3,438	)


	*NOTE E — SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR ADDITIONAL INFORMATION.*



Column A	Column B		Column C					Column D		Column E


			Additions

	Balance at		Charged to		Charged to					Balance at
	Beginning		Costs and		Other					End of
Description	of Period		Expenses		Accounts(A)			Deductions(B)		Period

Year ended December 31, 2002
Allowance for uncollectible	$	118,000	$	7,000	$	0		$	34,000	$	91,000

Year ended December 31, 2001
Allowance for uncollectible	$	1,582,000	$	120,000	$	(589,000	)	$	995,000	$	118,000

Year ended December 31, 2000
Allowance for uncollectible	$	361,000	$	1,312,000	$	0		$	91,000	$	1,582,000


(A)		$589,000 is the result of the deconsolidation of Spinnaker Industries, Inc. on September 30, 2001 (as discussed in Note 1 to the Consolidated Financial Statements).

(B)		Uncollectible accounts written off are net of recoveries (majority attributable to Spinnaker in 2001).