FIRST AMENDMENT TO UNSECURED CREDIT AGREEMENT
THIS First Amendment is made as of this 26th day of September, 1997 to
that certain Unsecured Credit Agreement by and among Xxxxxxxx'x International,
Inc., UMB Bank, n.a., NBD Bank and UMB Bank, n.a., as agent, dated as of
February 1, 1995 (the "Agreement").
WHEREAS, Xxxxxxxx'x International, Inc., (hereinafter the"Company") has
requested UMB Bank, n.a. ("UMB") and NBD Bank ("NBD") (UMB and NBD being
sometimes collectively referred to herein as the "Banks") to extend the term of
the Agreement from December 31, 1997 to December 31, 1998; and
WHEREAS, the Banks are willing to so extend the term of such Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the parties mutually agree as follows:
1. The definition of "Revolving Credit Maturity Date" set forth in
Section 1.2 of the Agreement is hereby amended to mean December 31, 1998.
2. Exhibits D-1 and D-2 to the Agreement are also hereby amended to
state the date for payment of sums payable thereon to be December 31, 1998
instead of December 31, 1997, and new notes as renewals of the existing notes
evidenced by Exhibits D-1 and D-2 to the Agreement showing the December 31, 1998
maturity date shall be executed and delivered by the Company to the Banks as of
the date of this Agreement.
3. All terms and conditions of the Agreement and all exhibits thereto
not expressly amended hereby shall remain in full force and effect as if this
First Amendment to the Agreement had not been executed.
4. Statutory Statement. (Mo. Rev. Stat. ss. 432.045)
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING PAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT THE COMPANY AND THE BANKS FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING AND THE DOCUMENTS REFERRED TO HEREIN,
WHICH ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US,
EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
5. NOTICE. THIS AGREEMENT IS THE FINAL EXPRESSION OF THE CREDIT
AGREEMENT BETWEEN THE BORROWER (THE COMPANY) AND THE BANKS, AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL CREDIT AGREEMENT
BETWEEN THE BORROWER (THE COMPANY) AND THE BANKS. IF THERE ARE ANY ADDITIONAL
TERMS, THEY ARE REDUCED TO WRITING AS FOLLOWS: _________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
I/WE AFFIRM THAT NO UNWRITTEN ORAL AGREEMENT EXISTS BETWEEN THE
BORROWER (THE COMPANY) AND THE BANKS.
BANKS BORROWER (THE COMPANY)
UMB BANK, x.x. Xxxxxxxx'x International, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------------- ---------------------------
NBD Bank
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers duly authorized as of the date first
written above.
XXXXXXXX'X INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
UMB Bank, n.a. NBD Bank
Individually and as Agent
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
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2
EXHIBIT D-1
MASTER REVOLVING CREDIT NOTE
$12,000,000.00 and Interest September 26, 1997
PAYMENTS, DISBURSEMENTS AND INTEREST
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the
UMB Bank, n.a., Kansas City, Missouri (hereinafter called "Bank"), at its main
office, on December 31, 1998 the principal sum of Twelve Million and no/100
Dollars ($12,000,000.00) or such other lesser amount as shall be noted on the
Schedule of Disbursements and Payments of Principal and Interest included herein
or attached hereto pursuant to the authority set forth herein, together with
interest on the unpaid principal balance hereof from time to time outstanding
from date(s) of disbursement(s) until paid, at the rate or rates as provided in
that certain Unsecured Credit Agreement between the undersigned, the Bank and
others dated as of February 1, 1995, as amended through the date hereof
("Agreement") the provisions of which are incorporated herein by reference, and
adjusted from time to time as provided in said Agreement, with all accrued
interest payable as set forth in the Agreement. Interest hereunder shall be
computed as set forth in the Agreement. Unless provided in the Agreement to the
contrary, all payments shall be applied first to payment of accrued interest,
and then to reduction of the principal sum due hereunder. This note shall bear
interest after maturity, whether by reason of acceleration or otherwise, at a
rate of interest equal to two percent (2%) in excess of the rate otherwise then
in effect until paid in full or cured and such interest shall be compounded
annually if not paid annually. All or any part of the outstanding principal
balance hereof may be paid prior to maturity and the undersigned may from time
to time until maturity receive, except as limited by said Agreement, further
disbursements hereunder; provided, however, the aggregate amount of all
principal amounts outstanding hereunder shall at no time exceed the face amount
hereof; and provided further, that each and every disbursement made under this
MASTER REVOLVING CREDIT NOTE shall be made pursuant to and governed by the terms
of the Agreement. The principal amount due hereunder shall be the last amount
stated to be the Unpaid Principal Balance of Note on the Schedule of
Disbursements and Payments of Principal and Interest and the undersigned hereby
authorize(s) any officer of the Bank to make notations on the Schedule of
Disbursements and Payments of Principal and Interest from time to time to
evidence payments and disbursements hereunder. The statements on such schedule
shall be rebuttably presumed to be correct. The Bank is hereby directed by the
undersigned to credit all future advances in the manner provided for in the
Agreement and the undersigned agrees that the Bank or holder hereof may make
advances, at its discretion, upon oral or written instructions of the
undersigned, or any other person(s) duly authorized by the undersigned.
ACCELERATION AND EVENTS OF DEFAULT
Upon the occurrence of any of the events of default defined in Section
7 of the Agreement, the provisions of which are hereby incorporated by
reference, then this note and all other obligations of the undesigned to the
holder shall, subject to the terms of Section 8 of the Agreement, immediately
become due and payable in full in accordance with the terms of said Agreement.
MISSOURI LAW
The interpretation of this instrument and the rights and remedies of
the parties hereto shall be governed by the laws of the State of Missouri.
COLLECTION EXPENSES
To the extent permitted by applicable law, the undersigned agrees to
pay all expenses of the holder in collecting this note and enforcing all rights
with respect hereto including reasonable attorneys' fees.
DEMAND, NOTICE, ENDORSERS, GUARANTORS AND SURETIES
Demand for payment, notice of nonpayment, protest, dishonor, diligence
and suit are hereby waived by all parties liable hereon.
NO WAIVERS
Any failure by the holder hereof to exercise any right hereunder shall
not be construed as a waiver of the right to exercise the same or any other
right at any other time and from time to time thereafter.
HEADINGS
All headings or titles appearing in this note are used as a matter of
convenience only and shall not affect the interpretation of the provisions
hereof.
RENEWAL NOTE
This note renews that certain promissory note between the parties
hereto dated February 17, 1995 which was executed and delivered pursuant to the
Agreement and extends the maturity of the obligations covered thereby until
December 31, 1998.
XXXXXXXX'X INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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EXHIBIT D-2
MASTER REVOLVING CREDIT NOTE
$8,000,000.00 and Interest September 26, 1997
PAYMENTS, DISBURSEMENTS AND INTEREST
FOR VALUE RECEIVED, the undersigned promises to pay to the order of the
NBD Bank, Detroit, Michigan (hereinafter called "Bank"), at its main office, on
December 31, 1998 the principal sum of Eight Million and no/100 Dollars
($8,000,000.00) or such other lesser amount as shall be noted on the Schedule of
Disbursements and Payments of Principal and Interest included herein or attached
hereto pursuant to the authority set forth herein, together with interest on the
unpaid principal balance hereof from time to time outstanding from date(s) of
disbursement(s) until paid, at the rate or rates as provided in that certain
Unsecured Credit Agreement between the undersigned, the Bank and others dated as
of February 1, 1995, as amended through the date hereof ("Agreement") the
provisions of which are incorporated herein by reference, and adjusted from time
to time as provided in said Agreement, with all accrued interest payable as set
forth in the Agreement. Interest hereunder shall be computed as set forth in the
Agreement. Unless provided in the Agreement to the contrary, all payments shall
be applied first to payment of accrued interest, and then to reduction of the
principal sum due hereunder. This note shall bear interest after maturity,
whether by reason of acceleration or otherwise, at a rate of interest equal to
two percent (2%) in excess of the rate otherwise then in effect until paid in
full or cured and such interest shall be compounded annually if not paid
annually. All or any part of the outstanding principal balance hereof may be
paid prior to maturity and the undersigned may from time to time until maturity
receive, except as limited by said Agreement, further disbursements hereunder;
provided, however, the aggregate amount of all principal amounts outstanding
hereunder shall at no time exceed the face amount hereof; and provided further,
that each and every disbursement made under this MASTER REVOLVING CREDIT NOTE
shall be made pursuant to and governed by the terms of the Agreement. The
principal amount due hereunder shall be the last amount stated to be the Unpaid
Principal Balance of Note on the Schedule of Disbursements and Payments of
Principal and Interest and the undersigned hereby authorize(s) any officer of
the Bank to make notations on the Schedule of Disbursements and Payments of
Principal and Interest from time to time to evidence payments and disbursements
hereunder. The statements on such schedule shall be rebuttably presumed to be
correct. The Bank is hereby directed by the undersigned to credit all future
advances in the manner provided for in the Agreement and the undersigned agrees
that the Bank or holder hereof may make advances, at its discretion, upon oral
or written instructions of the undersigned, or any other person(s) duly
authorized by the undersigned.
ACCELERATION AND EVENTS OF DEFAULT
Upon the occurrence of any of the events of default defined in Section
7 of the Agreement, the provisions of which are hereby incorporated by
reference, then this note and all other obligations of the undesigned to the
holder shall, subject to the terms of Section 8 of the Agreement, immediately
become due and payable in full in accordance with the terms of said Agreement.
MISSOURI LAW
The interpretation of this instrument and the rights and remedies of
the parties hereto shall be governed by the laws of the State of Missouri.
COLLECTION EXPENSES
To the extent permitted by applicable law, the undersigned agrees to
pay all expenses of the holder in collecting this note and enforcing all rights
with respect hereto including reasonable attorneys' fees.
DEMAND, NOTICE, ENDORSERS, GUARANTORS AND SURETIES
Demand for payment, notice of nonpayment, protest, dishonor, diligence
and suit are hereby waived by all parties liable hereon.
NO WAIVERS
Any failure by the holder hereof to exercise any right hereunder shall
not be construed as a waiver of the right to exercise the same or any other
right at any other time and from time to time thereafter.
HEADINGS
All headings or titles appearing in this note are used as a matter of
convenience only and shall not affect the interpretation of the provisions
hereof.
RENEWAL NOTE
This note renews that certain promissory note between the parties
hereto dated February 17, 1995 which was executed and delivered pursuant to the
Agreement and extends the maturity of the obligations covered thereby until
December 31, 1998.
XXXXXXXX'X INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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