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Proc-Type: 2001,MIC-CLEAR
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0000842295-10-000068.txt : 20101004
0000842295-10-000068.hdr.sgml : 20101004
20101004151407
ACCESSION NUMBER: 0000842295-10-000068
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20100930
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20101004
DATE AS OF CHANGE: 20101004
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TOR MINERALS INTERNATIONAL INC
CENTRAL INDEX KEY: 0000842295
STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810]
IRS NUMBER: 742081929
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-17321
FILM NUMBER: 101105420
BUSINESS ADDRESS:
STREET 1: 722 BURLESON
CITY: CORPUS CHRISTI
STATE: TX
ZIP: 78402
BUSINESS PHONE: 361-883-5591
MAIL ADDRESS:
STREET 1: 722 BURLESON
CITY: CORPUS CHRISTI
STATE: TX
ZIP: 78402
FORMER COMPANY:
FORMER CONFORMED NAME: HITOX CORPORATION OF AMERICA
DATE OF NAME CHANGE: 19920703
8-K
1
x8k11amendment.htm
FORM 8K - AMENDMENT TO CREDIT FACILITY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8‑K
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CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): September 30, 2010
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TOR Minerals International,
Inc.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-17321
(Commission
File Number)
722 Burleson
Street
Corpus Christi, Texas
(Address of
Principal Executive Offices)
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74-2081929
(IRS Employer
Identification No.)
78402
(Zip Code)
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(361) 883-5591
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name
or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
Amended US Credit Agreement with Bank of America:
On
September 30, 2010, TOR Minerals International, Inc. (the "Company", "Borrower")
amended its current Credit Agreement with Bank of America, N.A. (the "Bank").
Under the terms of the amendment (the "Credit Agreement Amendment") the
maturity date for the Company's Credit Agreement was extended from August 15,
2010 to February 15, 2011, at which time all debt under the Credit Agreement becomes
due and payable.
The Company's Credit Agreement with the Bank consists of
a revolving line of credit (the "Line") which is secured by the accounts
receivable and inventory of the Company's US operation. Under the Credit Agreement Amendment,
the borrowing limit on the Line was reduced from $2,250,000 to $1,500,000
(subject to a defined borrowing base) and the interest rate
remained at Prime plus three percent. The loan covenant regarding the current
ratio remained unchanged at 1.0 to 1.0 and the fixed charge coverage increased
from 0.85 to 1.0 to 1.10 to 1.0. As of September 30, 2010, the Company had
$500,000 drawn on the Line and $1,000,000 was available.
The
Company is working to establish a corporate lending relationship with a new
financial institution for the Company's US operations prior to February 15, 2011,
the revised maturity date under the Credit Agreement, to permit the Company to
refinance its outstanding debt with the Bank prior to its stated maturity. If
the Company is unable to refinance the debt due to the Bank prior to its stated
maturity or if the Company defaults under the terms of the Credit Agreements
prior to its stated maturity and the Bank were to accelerate the maturity of
such indebtedness, the Company does not have sufficient liquidity to pay off
the indebtedness owed to the Bank, and the Bank would be entitled to exercise
all of its rights and remedies as a secured lender under the Credit Agreement.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A
REGISTRANT.
See
our discussion in Item 1.01 with respect to the Company's amended Credit
Agreement with Bank of America, which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)
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Financial
Statements of Businesses Acquired.
Not applicable.
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(b)
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Pro
Forma Financial Information.
Not applicable.
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(c)
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Shell company transaction
Not applicable
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(d)
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Exhibits.
The following exhibit is furnished in accordance with the provisions of Item
601 of Regulation S-B:
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Exhibit
Number
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Description
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10.1
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Eleventh Amendment to
Second Amended and Restated Loan Agreement
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99.1
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Press
Release, dated October 4, 2010, announcing amendment to loan agreement
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SIGNATURES
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Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TOR MINERALS INTERNATIONAL, INC.
_____________________
(Registrant)
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Date: October 4, 2010
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/s/ BARBARA RUSSELL
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Barbara Russell
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Eleventh Amendment to
Second Amended and Restated Loan Agreement
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99.1
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Press
Release, dated October 4, 2010, announcing amendment to loan agreement
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EX-10
2
exhibit10.htm
EXHIBIT 10.1 - AMENDED CREDIT FACILITY
Exhibit 10.1 - Amendment to Loan Agreement
EXHIBIT 10.1
ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
LOAN AGREEMENT
THIS ELEVENTH
AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment")
is dated September 30, 2010, and entered into between TOR Minerals International, Inc., a
Delaware corporation ("Borrower"), and BANK OF AMERICA, N.A., a
national banking association ("Lender"). Capitalized terms used
but not defined in this Amendment have the meaning given them in the Loan
Agreement (defined below).
RECITALS
A. Borrower
and Lender entered into that certain Second Amended and Restated Loan Agreement
dated as of December 21, 2004 (as amended by First Amendment dated December 13,
2005, Second Amendment dated November 29, 2006, Third Amendment dated February
15, 2007, Fourth Amendment dated May 7, 2007, Fifth Amendment dated March 19,
2008, Waiver and Sixth Amendment dated August 14, 2008, Waiver and Seventh
Amendment dated November 14, 2008, Eighth Amendment dated April 30, 2009, Ninth
Amendment dated September 23, 2009, Tenth Amendment dated February 4, 2010, and
as further amended, restated or supplemented the "Loan Agreement").
B. Borrower
and Lender have agreed to amend the Loan Agreement, subject to the terms and
conditions of this Amendment.
NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the undersigned hereby agree as follows:
1.
Amendments to Loan Agreement.
(a) Section 1.U of the Loan Agreement is amended to delete the definition of Revolving
Committed Amount in its entirety and to replace it with the following:
"Revolving Committed
Amount means $1,500,000."
(b) The Loan Agreement is amended to extend the maturity
date of Revolving Note to February 15, 2011, by deleting the first sentence of Section
2.A and replacing it with the
following:
"Lender
agrees to establish a revolving line of credit for Loans to be made to
Borrower, which shall be evidenced by the promissory note maturing February 15,
2011 (or earlier if Lender's commitment to make Loans under the Revolving Note
is otherwise cancelled or terminated in accordance with Section 7
of this Agreement or otherwise), which is substantially in the form attached as
Exhibit A-1, to which reference is made for all purposes (the "Revolving
Note").
(c)
The Loan Agreement is amended
delete Section 4.B(iii) in its entirety and to replace such clause
(iii) with the following:
"iii.
Fixed Charge Coverage Ratio. Borrower agrees to maintain a Fixed Charge
Coverage Ratio of at least 1.10 to 1.00. "Fixed Charged Coverage Ratio"
means the ratio of (a) the sum of EBITDA minus the sum of
taxes, dividends, and maintenance capital expenditures, to (b) the sum
of interest expense, the current portion of long term debt, and the current
portion of capitalized lease obligations, in each case attributable to its
operations in the United States. "EBITDA" means net income from
Borrower's operations in the United States, less income or plus
loss from discontinued operations and extraordinary items, plus income
taxes, plus interest expense, plus depreciation, depletion and
amortization, and plus non-cash charges. This ratio will be calculated
using the results of Borrower's operations in the United States for the
twelve-month period ending each March 31, June 30, September 30
and December 31."
2.
Extension Fee. In consideration of the extension granted by Lender
under the terms of this Amendment, Borrower shall, on the date of this
Amendment, pay to Lender an extension fee of $20,000; provided, however, that
if prior to November 15, 2010 all Loans have been repaid in full, there is no
LC Exposure, and all commitments to extend credit or issue letters of credit to
Borrower under the Loan Documents have been terminated, then all but $10,000 of
such extension fee shall be refunded to Borrower. Such fee is due and payable
on the date hereof by Borrower to Lender, is fully-earned and is non-refundable
when paid except as otherwise set forth herein.
3.
Conditions. This Amendment shall be effective once each of the
following have been delivered to Lender:
(i)
this Amendment executed by Borrower and
Lender;
(ii)
Secretary's Certificate from Borrower
certifying as to incumbency of officers, specimen signatures and resolutions
adopted by the Board of Directors authorizing this Amendment;
(iii)
payment by Borrower to Lender of a
$20,000 extension fee, payable in accordance with the terms of this Amendment;
(iv)
a replacement Revolving Note executed by
Borrower in favor of Lender; and
(v)
such other documents as Lender may
reasonably request.
4.
Representations and Warranties. Borrower represents and warrants to Lender that (a)
it possesses all requisite power and authority to execute, deliver and comply
with the terms of this Amendment, (b) this Amendment has been duly authorized
and approved by all requisite corporate action on the part of Borrower, (c) no
other consent of any person, governmental authority, or entity (other than
Lender) is required for this Amendment to be effective, (d) the execution and
delivery of this Amendment does not violate its organizational documents, (e)
the representations and warranties in each Loan Document to which it is a party
are true and correct in all material respects on and as of the date of this
Amendment as though made on the date of this Amendment (except to the
extent that such representations and warranties speak to a specific date or as
modified by this Amendment), (f) it is in full compliance with all covenants
and agreements contained in each Loan Document to which it is a party, and (g)
no Event of Default has occurred and is continuing. The representations and
warranties made in this Amendment shall survive the execution and delivery of
this Amendment. No investigation by Lender is required for Lender to rely on
the representations and warranties in this Amendment.
5.
Scope of Amendment;
Reaffirmation; Release. All references to the Loan Agreement shall refer to
the Loan Agreement as amended by this Amendment. Except as affected by this
Amendment, the Loan Documents are unchanged and continue in full force and
effect. However, in the event of any inconsistency between the terms of the
Loan Agreement (as amended by this Amendment) and any other Loan Document, the
terms of the Loan Agreement shall control and such other document shall be
deemed to be amended to conform to the terms of the Loan Agreement. Borrower
hereby reaffirms its obligations under the Loan Documents to which it is a
party and agrees that all Loan Documents to which they are a party remain in
full force and effect and continue to be legal, valid, and binding obligations
enforceable in accordance with their terms (as the same are affected by this
Amendment). BORROWER HEREBY RELEASES LENDER FROM ANY LIABILITY FOR ACTIONS
OR OMISSIONS IN CONNECTION WITH THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS
PRIOR TO THE DATE OF THIS AMENDMENT AND BORROWER WAIVES AND RELEASES ANY AND
ALL OF ITS RIGHTS, REMEDIES, CLAIMS, DEMANDS AND CAUSES OF ACTION BASED UPON OR
RELATED TO, IN WHOLE OR IN PART, FROM THE NEGLIGENCE, BREACH OF CONTRACT OR
OTHER FAULT, OR STRICT LIABILITY WITHOUT REGARD TO FAULT, TO THE MAXIMUM EXTENT
THAT SUCH RIGHTS, REMEDIES, CLAIMS, DEMANDS AND CAUSES OF ACTION MAY LAWFULLY
BE RELEASED AND WAIVED AND TO THE EXTENT ARISING PRIOR TO THE DATE OF THIS
AMENDMENT. BORROWER ACKNOWLEDGES THAT LENDER HAS FULFILLED ALL OF ITS
CONTRACTUAL OBLIGATIONS UNDER THE LOAN DOCUMENTS ARISING PRIOR TO THE DATE
HEREOF. IN FURTHERANCE THEREOF, BORROWER REPRESENTS THAT BORROWER HAS HAD THE
OPPORTUNITY TO ENGAGE LEGAL COUNSEL IN CONNECTION WITH THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS AMENDMENT AND BORROWER DOES NOT CONSIDER ITSELF
TO BE IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT TO THE LOAN
DOCUMENTS AND BORROWER VOLUNTARILY CONSENTS TO THIS WAIVER.
6.
Miscellaneous.
(a)
No Waiver of Defaults. This Amendment does not constitute (i) a waiver of,
or a consent to, (A) any provision of the Loan Agreement or any other Loan
Document not expressly referred to in this Amendment, or (B) any present or
future violation of, or default under, any provision of the Loan Documents, or
(ii) a waiver of Lender's right to insist upon future compliance with each
term, covenant, condition and provision of the Loan Documents.
(b)
Form. Each agreement, document, instrument or other
writing to be furnished to Lender under any provision of this Amendment must be
in form and substance satisfactory to Lender and its counsel.
(c)
Headings. The headings and captions used in this Amendment
are for convenience only and will not be deemed to limit, amplify or modify the
terms of this Amendment, the Loan Agreement or the other Loan Documents.
(d)
Costs, Expenses and Attorneys'
Fees. Borrower agrees to pay or
reimburse Lender on demand for all its reasonable out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation and execution
of this Amendment, including, without limitation, the reasonable fees and
disbursements of Lender's counsel.
(e)
Successors and Assigns. This Amendment shall be binding upon and inure to
the benefit of each of the undersigned and their respective successors and
permitted assigns.
(f)
Multiple Counterparts. This Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document. All counterparts must be construed together to constitute one and
the same instrument. This Amendment may be transmitted and signed by facsimile
or by portable document format (PDF). The effectiveness of any such documents
and signatures shall, subject to applicable law, have the same force and effect
as manually-signed originals and shall be binding on Borrower and Lender.
Lender may also require that any such documents and signatures be confirmed by
a manually-signed original; provided that the failure to request or
deliver the same shall not limit the effectiveness of any facsimile or PDF document
or signature.
(g)
Governing Law. This Amendment and the other Loan Documents must be
construed, and their performance enforced, under Texas law.
(h)
Arbitration. Upon the demand of any party to this Amendment, any
dispute shall be resolved by binding arbitration as provided for in Section
11 of the Loan Agreement.
(i)
Entirety. The Loan
Documents (as amended hereby) Represent the Final Agreement Between Borrower
and Lender and May Not Be Contradicted by Evidence of Prior, Contemporaneous,
or Subsequent Oral Agreements by the Parties. There Are No Unwritten Oral
Agreements among the Parties.
The Amendment is executed as of the date set out in
the preamble to this Amendment.
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BORROWER:
TOR MINERALS INTERNATIONAL, INC.,
a Delaware corporation
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By:
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BARBARA RUSSELL
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Name:
Title:
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Barbara Russell
Chief Financial Officer
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LENDER:
BANK OF AMERICA, N.A.,
a national banking
association
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By:
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PETER VITALE
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Peter Vitale, Senior Vice President
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EX-99
3
exhibit99.htm
EXHIBIT 99.1 - PRESS RELEASE
Exhibit 99.1 - Press Release
TOR Minerals Extends U.S. Credit Agreement
CORPUS CHRISTI, Texas, October 4, 2010 - TOR Minerals
International, Inc. (Nasdaq: TORM) announced that it has amended its current U.S. credit agreement with Bank of America
to extend the maturity date of borrowings under its Line of Credit (the "Line"). Under the terms of the amendment
(the "Credit Agreement Amendment"), the maturity date for the U.S. credit
facility was extended from August 15, 2010 to February 15, 2011. The Company
is working to establish a new U.S. corporate lending relationship to replace its credit agreement for its U.S. operations prior to the revised maturity date
under the amended credit agreement.
Under the Credit Agreement Amendment,
the borrowing limit on the Line was reduced from $2,250,000 to $1,500,000 (subject to a defined borrowing base) and the interest rate remained at Prime
plus three percent. The loan covenant regarding the current ratio remained
unchanged at 1.0 to 1.0 and the fixed charge coverage increased from 0.85 to 1.0
to 1.10 to 1.0. The Company's current ratio has remained
well above the covenant range during the third quarter and was 1.6 to 1.0 as of
the end of the second quarter ended June 30, 2010. The fixed charge ratio has
also remained above the covenant levels during the current quarter and was 5.4
to 1.0 during the six month period ended June 30, 2010. As of September 30,
2010, the Company had $500,000 drawn on the Line and $1,000,000 was available.
Additional details regarding the amended credit
agreement can be found in a Current Report on Form 8-K filed with the
Securities and Exchange Commission today.
Headquartered in Corpus Christi, Texas, TOR Minerals
is a global manufacturer and marketer of specialty mineral and pigment products
for high performance applications, including synthetic titanium dioxide, color
pigments, specialty aluminas, and other high performance mineral fillers. TOR
Minerals has manufacturing and regional offices located in the United States,
Netherlands and Malaysia.
This statement provides forward-looking information as
that term is defined in the Private Securities Litigation Reform Act of 1995,
and, therefore, is subject to certain risks and uncertainties. There can be no
assurance that the actual results, business conditions, business developments,
losses and contingencies and local and foreign factors will not differ
materially from those suggested in the forward-looking statements as a result
of various factors, including market conditions, general economic conditions,
including the present slow down in U.S. construction and the risks of a general
business slow down or recession, the increasing cost of energy, raw materials
and labor, competition, the receptivity of the markets for our anticipated new
products, advances in technology, changes in foreign currency rates, freight
price increase, commodity price increases, delays in delivery of required
equipment, the possibility that the Company's common stock may be delisted by
Nasdaq and other factors.
Contact for Further
Information:
David Mossberg
Three Part Advisors, LLC
(817) 310-0051
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