EX-4 6 exhibit4-04for033103.txt AMENDED NOTE AGREEMENT - A-OK AND LBCI 04-25-03 Exhibit 4.4 ----------- A-OK Controls Engineering, Inc. 4375 Giddings Road Auburn Hills, Michigan 48326 Attn: Matthew S. Galvez, President and CEO Re: Loans by LaSalle Business Credit, LLC Dear Mr. Galvez: Reference is made to that certain Loan and Security Agreement dated as of June 30, 2000, as heretofore and hereafter amended, amended and restated or otherwise modified from time to time (the "Agreement"), by and between A-OK Controls Engineering, Inc. ("Borrower") and LaSalle Business Credit, Inc., predecessor by merger to LaSalle Business Credit, LLC, a Delaware limited liability company ("Lender"). Each term set out herein and not otherwise defined shall have the meaning ascribed to such term in the Agreement. By our letters to you dated October 3, 2001 and February 18, 2002, we notified you that Borrower is and remains in default (collectively, the "Defaults") under the Agreement. The Defaults have not been cured or waived. The terms of the Agreement provide that Lender may, as a result of any Event of Default, including any Default, accelerate the payment of all Liabilities. Borrower acknowledges the existence of each Default. Lender has requested that Borrower obtain alternative financing, and Borrower has agreed to use its best efforts to obtain such alternate financing. However, Borrower has not yet obtained such alternative financing. Borrower has therefore requested that Lender not immediately accelerate the payment of the Liabilities, and that Lender, for the moment, allow both parties to the Agreement to proceed under the terms of the Agreement. In the event Borrower and each guarantor set forth herein executes this letter and returns same to Lender, together with the fee described in paragraph (g) below, on or before May 2, 2003, Lender hereby agrees to allow both parties to proceed under the terms of the Agreement (as such terms are amended herein) until further notice to Borrower, provided as follows: (a) That there occurs no additional Event of Default; and (b) That there occurs no material adverse change (as determined by Lender in its sole discretion) in Borrower or in its business; and 1 (c) That Borrower shall use its continuing best efforts to refinance all of the Liabilities with another lender as soon as practicable; and (d) That Borrower agrees that the first sentence of Section 2 of the Agreement is hereby amended and restated to read in its entirety as follows: Subject to the terms and conditions of this Agreement and the Other Agreements, during the Original Term and any Renewal Term, absent the existence and continuation of an Event of Default, LaSalle may, in its sole discretion, make such revolving loans and advances (the "Loans") to Borrower as Borrower shall from time to time request, in accordance with the terms of this paragraph 2; and (e) That Borrower agrees that the definition of "Commitment" set forth in Section 1 of the Agreement is hereby amended and restated, effective as of the date of this letter, to read in its entirety as follows: "Loan Commitment" shall mean: (A) at all times prior to and including May 15, 2003, Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00); and (B) for the period from May 16, 2003 through and including June 15, 2003: (i) Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00) in the event that (x) Borrower and Nematron shall have delivered to LaSalle, on or before May 15, 2003, at least three (3) written proposals (or groups of proposals) from other lenders to refinance all Liabilities at or before the last day of the Original Term (it being understood, for the avoidance of doubt, that any group of proposals which would collectively refinance all Liabilities shall constitute, for these purposes, one (1) proposal; and (y) LaSalle shall have deemed at least three (3) of such proposals (or groups of proposals) viable in LaSalle's sole discretion (the occurrence of the conditions in clauses (x) and (y) is referenced to herein as a "Timely Proposal Event"); or 2 ii) Seven Hundred Seventy-Five Thousand and No/100 Dollars ($775,000.00) in the event a Timely Proposal Event has not occurred; and (C) for the period from June 16, 2003, through the end of the Original Term: (i) Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00) in the event that (x) a Timely Proposal Event shall have occurred and (y) both (1) Borrower and Nematron shall have delivered to LaSalle, on or before June 15, 2003, at least one (1) written commitment (or group of commitments) from another lender (or lenders) to refinance all Liabilities at or before the last day of the Original Term, and (2) LaSalle shall have deemed at least one (1) such commitment (or group of commitments) viable in LaSalle's sole discretion (the occurrence of the conditions in clauses (y)(1) and (2) is referred to herein as a "Timely Commitment Event"); or (ii) Seven Hundred Seventy-Five Thousand and No/100 Dollars ($775,000.00) in the event (x) a Timely Proposal Event has occurred but a Timely Commitment Event has not occurred, or (y) a Timely Commitment Event has occurred but a Timely Proposal Event has not occurred; or (iii) Seven Hundred Thousand Dollars and No/100 ($700,000.00) in the event that neither a Timely Commitment Event nor a Timely Proposal Event has occurred; and (f) That Borrower agrees that Section 12(a) of the Agreement is hereby amended by deleting the date "November 12, 2003" and by inserting the date "July 15, 2003" in lieu thereof; and 3 (g) That Borrower pays Lender a fee in the amount of One Thousand and No/100 Dollars ($1,000.00) in consideration of Lender's willingness to enter into this letter agreement, which fees shall be payable, fully earned and nonrefundable upon Borrower's acceptance of this letter; and (h) That Borrower and each Guarantor agree that all references to LaSalle Business Credit, Inc. contained in the Agreement and the Other Agreements are hereby deemed to read "LaSalle Business Credit, LLC". Pursuant to Section 12(a) of the Agreement, notice is hereby given that Lender elects to terminate the Agreement and the Nematron Loan Agreement at the end of the Original Term. Borrower hereby (a) ratifies and affirms its obligations under the Agreement; (b) denies and waives the existence of any defenses relating to its obligations under the Agreement; and (c) waives and releases any claims or causes or action against Lender which may now or hereafter be available to it arising out of (i) the administration of the Agreement or the Other Agreements, (ii) the negotiation and execution of this letter, or (iii) any other matter pertaining to the Agreement or the Other Agreements. Each of the undersigned guarantors hereby (a) ratifies and affirms its individual and several obligations under its respective Continuing Unconditional Guaranty executed by each guarantor in favor of Lender; (b) acknowledges and confirms that each Continuing Unconditional Guaranty continues in full force and effect notwithstanding this letter; (c) denies and waives the existence of any defenses relating to any of such Continuing Unconditional Guaranties; and (d) waives and releases any claims or causes or action against Lender which may now or hereafter be available to any guarantor arising out of (i) the administration of the Agreement or the Other Agreements, (ii) negotiation and execution of this letter, or (iii) any other matter pertaining to the Agreement or the Other Agreements; provided, however, that the failure of any guarantor to execute this letter shall not release such guarantor or any other guarantor of its respective obligations under any of the Continuing Unconditional Guaranties. By this letter Lender does not waive any Default, nor any previous Events of Default about which you have been notified. This letter is being written with Lender reserving all of its rights to exercise any and all of Lender's remedies, as provided in the Agreement and in all the Other Agreements, at such time and in such manner as provided therein. Nothing herein shall be construed or interpreted as being a waiver of any of Lender's rights or remedies (as provided 4 to Lender under the terms of the Other Agreements, the Uniform Commercial Code or otherwise), by virtue of its forbearance to date (it being understood that Lender has no obligation to continue to forbear) or extension with respect thereto. Very truly yours, LASALLE BUSINESS CREDIT, LLC By s/s Dale P. Grzenia ---------------------- Dale P. Grzenia, First Vice President Accepted and agreed to this 30th day of April, 2003. A-OK CONTROLS ENGINEERING, INC. By /s/ David P. Gienapp ----------------------- Its Secretary Consented and agreed to by the following guarantors of the obligations of A-OK Controls Engineering, Inc. to LaSalle Business Credit, LLC NEMATRON CORPORATION OPTIMATION, INC. By /s/ Marrhew S. Galvez By /s/ David P. Gienapp ------------------------ ------------------------ Its President Its Secretary Date: April 30, 2003 Date: April 30, 2003 5