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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/07/22 Graham Corp. 10-Q 9/30/22 79:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 3.14M
2: EX-10.1 Material Contract HTML 126K
3: EX-10.2 Material Contract HTML 82K
4: EX-10.3 Material Contract HTML 85K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
13: R1 Document and Entity Information HTML 75K
14: R2 Condensed Consolidated Statements of Operations HTML 104K
(Unaudited)
15: R3 Condensed Consolidated Statements of Comprehensive HTML 49K
Income (Loss) (Unaudited)
16: R4 Condensed Consolidated Statements of Comprehensive HTML 26K
Income (Loss) (Unaudited) (Parenthetical)
17: R5 Condensed Consolidated Balance Sheets (Unaudited) HTML 164K
18: R6 Condensed Consolidated Balance Sheets (Unaudited) HTML 41K
(Parenthetical)
19: R7 Condensed Consolidated Statements of Cash Flows HTML 125K
(Unaudited)
20: R8 Condensed Consolidated Statements of Changes in HTML 76K
Stockholders' Equity
21: R9 Basis of Presentation HTML 27K
22: R10 Acquisition HTML 194K
23: R11 Revenue Recognition HTML 213K
24: R12 Inventories HTML 49K
25: R13 Equity-Based Compensation HTML 72K
26: R14 Income (Loss) Per Share HTML 151K
27: R15 Product Warranty Liability HTML 80K
28: R16 Cash Flow Statement HTML 35K
29: R17 Employee Benefit Plans HTML 125K
30: R18 Commitments and Contingencies HTML 28K
31: R19 Income Taxes HTML 34K
32: R20 Changes in Accumulated Other Comprehensive Loss HTML 178K
33: R21 Leases HTML 161K
34: R22 Debt HTML 106K
35: R23 Other Operating Income, Net HTML 27K
36: R24 Acquisition (Tables) HTML 183K
37: R25 Revenue Recognition (Tables) HTML 180K
38: R26 Inventories (Tables) HTML 49K
39: R27 Equity - Based Compensation (Tables) HTML 40K
40: R28 Income (Loss) Per Share (Tables) HTML 148K
41: R29 Product Warranty Liability (Tables) HTML 77K
42: R30 Employee Benefit Plans (Tables) HTML 115K
43: R31 Changes in Accumulated Other Comprehensive Loss HTML 177K
(Tables)
44: R32 Leases (Tables) HTML 158K
45: R33 Debt (Tables) HTML 73K
46: R34 Acquisition - Additional Information (Detail) HTML 67K
47: R35 Acquisition - Schedule of Final Purchase Price HTML 75K
Allocation, After Adjustments of the Assets
Acquired and Liabilities Assumed (Detail)
48: R36 Acquisition - Schedule of Purchase Price Allocated HTML 54K
to Intangible Assets (Detail)
49: R37 Acquisition - Schedule of Estimated Annual HTML 39K
Amortization Expense (Detail)
50: R38 Acquisition - Schedule of Unaudited Pro Forma HTML 33K
Information (Detail)
51: R39 Revenue Recognition - Revenue Disaggregated by HTML 53K
Product Line and Geographic Area (Detail)
52: R40 Revenue Recognition - Additional Information HTML 55K
(Detail)
53: R41 Revenue Recognition - Schedule of Net Contract HTML 35K
Assets (Liabilities) (Detail)
54: R42 Revenue Recognition - Additional Information HTML 37K
(Detail1)
55: R43 Inventories - Major Classifications of Inventories HTML 31K
(Detail)
56: R44 Equity - Based Compensation - Restricted stock HTML 29K
units granted (Detail)
57: R45 Equity-Based Compensation - Additional Information HTML 97K
(Detail)
58: R46 Income (Loss) Per Share - Reconciliation of HTML 63K
Numerators and Denominators of Basic and Diluted
Income (Loss) Per Share (Detail)
59: R47 Product Warranty Liability - Reconciliation of the HTML 32K
Changes in Product Warranty Liability (Detail)
60: R48 Product Warranty Liability - Additional HTML 24K
Information (Detail)
61: R49 Cash Flow Statement - Additional Information HTML 44K
(Detail)
62: R50 Employee Benefit Plans - Components of HTML 44K
Postretirement Benefit Cost and Pension Cost
(Detail)
63: R51 Employee Benefit Plans - Additional Information HTML 39K
(Detail)
64: R52 Income Taxes - Additional Information (Detail) HTML 42K
65: R53 Changes in Accumulated Other Comprehensive Loss - HTML 48K
Changes in Accumulated Other Comprehensive Loss by
Component (Detail)
66: R54 Changes in Accumulated Other Comprehensive Loss - HTML 56K
Reclassifications Out of Accumulated Other
Comprehensive Loss by Component (Detail)
67: R55 Leases - Additional Information (Detail) HTML 29K
68: R56 Leases - Summary of Weighted Average Remaining HTML 34K
Lease Term and Discount Rate for Finance and
Operating Leases (Detail)
69: R57 Leases - Summary of Components of Lease Expense HTML 35K
(Detail)
70: R58 Leases - Future Minimum Payments Required under HTML 62K
Non-cancelable Leases (Detail)
71: R59 Debt - Additional Information (Detail) HTML 112K
72: R60 Debt - Schedule of Long Term Debt (Detail) HTML 35K
73: R61 Debt - Schedule of Future Minimum Payments HTML 43K
(Detail)
74: R62 Other Operating Income, Net - Additional HTML 32K
Information (Detail)
77: XML IDEA XML File -- Filing Summary XML 141K
75: XML XBRL Instance -- ghm-20220930_htm XML 3.00M
76: EXCEL IDEA Workbook of Financial Reports XLSX 125K
12: EX-101.CAL XBRL Calculations -- ghm-20220930_cal XML 234K
8: EX-101.DEF XBRL Definitions -- ghm-20220930_def XML 622K
11: EX-101.LAB XBRL Labels -- ghm-20220930_lab XML 1.38M
10: EX-101.PRE XBRL Presentations -- ghm-20220930_pre XML 961K
9: EX-101.SCH XBRL Schema -- ghm-20220930 XSD 179K
78: JSON XBRL Instance as JSON Data -- MetaLinks 448± 696K
79: ZIP XBRL Zipped Folder -- 0000950170-22-022320-xbrl Zip 406K
| EX-10.3 |
Exhibit 10.3
FIFTH AMENDMENT TO LOAN AGREEMENT
This FIFTH AMENDMENT TO LOAN AGREEMENT (this “Agreement”) is made and entered into as of September 6, 2022 by and among GRAHAM CORPORATION, a Delaware corporation (the “Borrower”), GHM Acquisition Corp., a Delaware corporation (“GHM”), Graham Acquisition I, LLC, a Delaware limited liability company (“Acquisition”), BARBER-NICHOLS, LLC, a Colorado limited liability company (“BNI” and, collectively with GHM and Acquisition, the “Guarantors” and each a “Guarantor”; the Guarantors, together with the Borrower, the “Obligors” and each an “Obligor”), and BANK OF AMERICA, N.A. (the “Bank”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Loan Agreement (as defined below).
RECITALS
. The Bank has extended credit to the Borrower pursuant to that certain Loan Agreement, dated as of June 1, 2021 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), between the Bank and the Borrower.
. The Obligors have requested that the Bank make certain amendments to the Loan Agreement.
. The Bank has agreed to do so, subject to the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
. Estoppel, Acknowledgement and Reaffirmation. Each Obligor hereby acknowledges and agrees that, as of August 30, 2022: (a) the outstanding principal balance of the Line of Credit was not less than $2,500,000.00; (b) the aggregate face amount of the issued and outstanding Letters of Credit was not less than $4,829,071.41; and (c) the outstanding principal balance of the Facility No. 2 Commitment was not less than $17,666,666.62, each of which amounts constitutes a valid and subsisting obligation of each Obligor to the Bank that is not subject to any credits, offsets, defenses, claims, counterclaims or adjustments of any kind. Each Obligor acknowledges its obligations under the Loan Documents to which it is party, reaffirms that each of the liens and security interests created and granted in or pursuant to such Loan Documents is valid and subsisting and agrees that this Agreement shall in no manner impair or otherwise adversely affect such obligations, liens or security interests.
. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:
() The second sentence in Section 8.6 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“On or before September 1, 2023 and all times thereafter, the Borrower shall cause each of the Obligors’ unrestricted deposit accounts to be either (i) subject to a deposit account control agreement reasonably acceptable to the Bank or (ii) maintained with the Bank; provided, during the period from September 30, 2022 through September 1, 2023, in the event that the aggregate amount of unrestricted cash in the Obligors’ deposit accounts that are not subject to a deposit account
DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT CHAR2\2702322v6
control agreement reasonably acceptable to the Bank or otherwise maintained with the Bank exceeds $250,000 by at least $10,000 as of any Friday of any calendar week (unless such Friday is not a business day, in which case as of the first business day immediately following such Friday), the Borrower shall cause the greater of (x) the amount of such excess, and (y) $10,000 to be transferred on such business day into one or more deposit accounts maintained with the Bank to reduce the aggregate amount of such unrestricted cash to $250,000. For the avoidance of doubt, the minimum transfer amount pursuant to the foregoing sentence shall not be less than $10,000.”
(b) Section 8.27 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“To maintain Liquidity of at least (i) $10,000,000 prior to the occurrence of the Compliance Date and (ii) $20,000,000 from and after the occurrence of the Compliance Date, in each case measured (x) in respect of all periods other than the calendar month of September 2022, as of the last business day of each calendar week, and (y) in respect of the calendar month of September 2022, on September 30, 2022.
. Amendment Fee. In consideration of the Bank’s agreements set forth herein, the Obligors shall pay to the Bank an amendment fee in cash of five thousand dollars ($5,000.00) (the “Amendment Fee”). The Amendment Fee shall be fully earned, non-refundable and payable as of the Effective Date.
. Payment of Fees and Expenses. Without in any way limiting the obligations of the Obligors under the Loan Documents, upon demand therefor, the Obligors shall promptly pay all reasonable and documented out-of-pocket fees, costs and expenses incurred by the Bank (including, without limitation, the reasonable and documented fees and out-of-pocket costs and expenses of the Bank’s counsel and financial advisor) in connection with this Agreement, the Loan Agreement and the other Loan Documents and the various transactions contemplated hereby and thereby.
. Effectiveness; Conditions Precedent. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only when, each of the following conditions shall have been satisfied or waived, in the sole discretion of the Bank:
() the Bank shall have received counterparts of this Agreement duly executed by each Obligor and the Bank;
(b) the Bank shall have received the Amendment Fee;
(c) the Bank shall have received reimbursement from the Obligors for all fees and expenses of the Bank incurred in connection with this Agreement and the other Loan Documents through the Effective Date, including without limitation the reasonable fees and expenses of the Bank’s counsel and financial advisor; and
(d) the Bank shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of authorized officers of each Obligor as the Bank may require evidencing the identity, authority and capacity of each authorized officer thereof authorized to act as an authorized officer in connection with this Agreement and the other Loan Documents.
DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT CHAR2\2702322v6
. Incorporation of Agreement. Except as specifically modified herein, the terms of the Loan Agreement and the other Loan Documents shall remain in full force and effect. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Bank under the Loan Documents, or constitute a waiver or amendment of any provision of the Loan Documents, except as expressly set forth herein. The breach of any provision or representation under this Agreement shall constitute an immediate event of default under the Loan Agreement, and this Agreement shall constitute a Loan Document.
. Representations and Warranties. Each Obligor represents and warrants to the Bank as follows:
() After giving effect to this Agreement, no default or event of default exists under the Loan Agreement or the other Loan Documents.
() After giving effect to this Agreement, the representations and warranties of the Obligors contained in the Loan Documents are true, accurate and complete on and as of the Effective Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date.
() Each Obligor has the full power and authority to enter, execute and deliver this Agreement and perform its obligations hereunder, under the Loan Agreement, and under each of the other Loan Documents. The execution, delivery and performance by each Obligor of this Agreement, and the performance by each Obligor of the Loan Agreement and each other Loan Document to which it is a party, in each case, are within such Person’s powers and have been authorized by all necessary corporate, limited liability or partnership action of such Person.
() This Agreement has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to () bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and () general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).
() No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Agreement.
() The execution and delivery of this Agreement does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) materially violate, contravene or conflict with any laws applicable to it or any of its subsidiaries.
. No Actions, Claims. As of the date hereof, each Obligor hereby represents, acknowledges and confirms that such Person has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against any member of the Bank Group (as defined below) arising from any action by any member of the Bank Group, or the failure of any member of the Bank Group to act, in any way in connection with this Agreement, the Loan Agreement or the other Loan Documents on or prior to the date hereof.
. Release. In consideration of the Bank’s agreements set forth herein, each Obligor hereby releases and forever discharges the Bank and each of the Bank’s predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives and affiliates (hereinafter, all of the above collectively referred to as the “Bank Group”) from any and all claims, counterclaims, demands,
DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT CHAR2\2702322v6
damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, in each case to the extent arising in connection with any of the Loan Documents through the Effective Date, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Obligor may have or claim to have against any member of the Bank Group.
. No Third-Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and their respective successors and assigns. No other Person (other than any member of the Bank Group who is not a party to this Agreement with respect to the provisions of Sections 8 and 9 hereof, which Persons are intended to be third party beneficiaries of this Agreement) shall have or be entitled to assert rights or benefits under this Agreement.
. Entirety. This Agreement and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof. This Agreement and the other Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
. Counterparts; Electronic Delivery. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Agreement by facsimile, .pdf or other electronic means shall be effective as an original.
. Governing Law; Venue and Jurisdiction; Waiver of Jury Trial; Waiver of Class Actions. The governing law, venue and jurisdiction, waiver of jury trial and waiver of class actions provisions found in Sections 11.2, 11.3, 11.5 and 11.6 of the Loan Agreement are hereby incorporated by reference, mutatis mutandis.
. Further Assurances. Each of the parties hereto agrees to execute and deliver, or to cause to be executed and delivered, all such instruments as may reasonably be requested to effectuate the intent and purposes, and to carry out the terms, of this Agreement.
. Miscellaneous.
() Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
() Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
() Except as otherwise provided in this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in the Loan Documents, the provision contained in this Agreement shall govern and control.
[Signature pages follow.]
DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT CHAR2\2702322v6
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Loan Agreement to be duly executed as of the date first above written.
BORROWER: GRAHAM CORPORATION,
a Delaware corporation
By: /s/ Christopher Thome ______
Name: Christopher Thome
Title: Vice President and CFO
GUARANTORS: GHM ACQUISITION CORP.,
a Delaware corporation
By: /s/ Daniel Thoren ______
Name: Daniel Thoren
Title: President and CEO
GRAHAM ACQUISITION I, LLC,
a Delaware limited liability company
By: /s/ Daniel Thoren ______
Name: Daniel Thoren
Title: President
BARBER-NICHOLS, LLC,
a Colorado limited liability company
By: /s/ Daniel Thoren ______
Name: Daniel Thoren
Title: President
Graham India Private Ltd.,
an Indian corporation
By: /s/ Daniel Thoren ______
Name: Daniel Thoren
Title: Director
Graham Vacuum and Heat Transfer Technology (Suzhou) Co., Ltd.,
a Chinese corporation
By: /s/ Daniel Thoren ______
Name: Daniel Thoren
Title: Director
GRAHAM CORPORATION
FIFTH AMENDMENT TO LOAN AGREEMENT
DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT CHAR2\2702322v6
BANK: BANK OF AMERICA, N.A.
By: /s/ Matthew Smith ______
Name: Matthew Smith
Title: Senior Vice President
GRAHAM CORPORATION
FIFTH AMENDMENT TO LOAN AGREEMENT
DOCPROPERTY DOCXDOCIDEMPTY \* MERGEFORMAT
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/1/23 | ||||
| Filed on: | 11/7/22 | 8-K | ||
| For Period end: | 9/30/22 | |||
| 9/6/22 | SC 13G | |||
| 8/30/22 | ||||
| 6/1/21 | 3, 4, 8-K, 8-K/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/08/23 Graham Corp. 10-K 3/31/23 113:21M Donnelley … Solutions/FA |