SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
CONSOLIDATED PRODUCTS, INC., an Indiana corporation, (the "Company") and
BANK ONE, INDIANAPOLIS, National Association, a national banking association,
(the "Bank") agree as follows:
1. CONTEXT. This agreement is made in the context of the following
agreed state of facts:
a. The Company and the Bank are parties to an Amended ad Restated
Credit Agreement dated December 30, 1994, as amended by the First
Amendment to Amended and Restated Credit Agreement dated September 26,
1995 (collectively, the "Agreement").
b. The Company has requested that the Bank extend the Revolving Loan
Maturity Date to December 31, 1998, and the Bank has agreed to such
requests to certain terms and conditions.
c. The parties have executed this document (this "Second Amendment") to
give effect to their agreement.
2. DEFINITIONS. Terms used in this Second Amendment with their initial
letters capitalized are used as defined in the Agreement, unless otherwise
defined herein. Section 1 of the Agreement is amended as follows:
a. AMENDED DEFINITIONS. The definition of "Revolving Loan Maturity
Date" is amended and restated in its entirety as follows:
- "REVOLVING LOAN MATURITY DATE" means, as of the date of the
Second Amendment, December 31, 1998, and thereafter any
subsequent date to which the Commitment may be extended by
the Bank pursuant to the terms of Section 2.a(iv).
b. NEW DEFINITIONS. A new definition is added to Section 1 of the
Agreement to read as follows:
- "Second Amendment" means the written amendment to this
Agreement entitled "Second Amendment to Amended and Restated
Credit Agreement" and dated with effects as of January 31,
1997.
3. THE REVOLVING LOAN. The Bank agrees to extend the Revolving Loan
Maturity Date from December 31, 1997, to December 31, 1998, under the
provisions of Section 2.a(iv) of the Agreement. The extension is subject to
execution and delivery by the Company to the Bank of
a Revolving Note in the form of EXHIBIT "A" attached to this Second Amendment.
4. THE TERM NOTE. The second two sentences of Section 2.b(ii) of the
Agreement are amended and restated in their entireties to read hereafter as
follows:
(ii) THE TERM NOTE. The obligation of the Company to repay the
Term Loan shall be evidenced by a promissory note
(the "Term Note")in the form of EXHIBIT "B" attached to the
Second Amendment. The principal of the Term Loan shall be
repayable in equal quarterly installments, each of which
shall be equal to one-fortieth (1/40) of the initial
principal amount of the Term Loan, which quarterly payments
shall be due on the last Banking Day of each March, June,
September and December commencing on the last Banking Day of
March, 1999, and continuing until that date which is
sixty (60) months from the date of the Term Note, on which
date the entire principal balance of the Term Loan shall be
due and payable together with all accrued and unpaid
interest.
5. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness
of this Second Amendment, the Bank shall have received, each duly executed
and in form and substance satisfactory to the Bank, this Second Amendment and
the following:
a. The Revolving Note.
b. A certified copy of resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Second
Amendment, the Revolving Note and any other document required under
this Second Amendment.
c. A certificate signed by the Secretary of the Company certifying the
name of the officer or officers authorized to sign this Second
Amendment, the Revolving Note and any other document required under
this Second Amendment, together with a sample of the true signature
of each such officer.
d. Such other documents as may be reasonably required by the Bank.
6. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into
this Second Amendment, the Company represents and warrants, as of the date of
this Second Amendment, that no Event of Default or Unmatured Event of Default
has occurred and is continuing and that the representations and warranties
contained in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements
of the Agreement.
7. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Second
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect.
IN WITNESS WHEREOF, the Company and the Bank, by their duly authorized
officers, have executed this Second Amendment to Amended and Restated Credit
Agreement on February ____, 1997, but with effect as of January 31, 1997.
CONSOLIDATED PRODUCTS, INC.
By: /s/ Xxxxx X. Bear
--------------------------------
Xxxxx X. Bear
Senior Vice President
BANK ONE, INDIANAPOLIS,
NATIONAL ASSOCIATION
BY: /s/ Xxxxx X. Xxxxx
--------------------------------
Xxxxx X. Xxxxx, Vice President
and Senior Portfolio Manager
3
PROMISSORY NOTE
(Revolving Loan)
Indianapolis, Indiana
$30,000,000.00 Dated as of January 31, 1997
Final Maturity: December 31, 1998
On or before December 31, 1998 ("Final Maturity"), CONSOLIDATED
PRODUCTS, INC. (the "Maker") promises to pay to the order of BANK ONE,
INDIANAPOLIS, National Association (the "Bank") at the principal office of
the Bank at Indianapolis, Indiana, the principal sum of Thirty Million and
00/100 Dollars ($30,000,000.00) or so much of the principal amount of the
Loan represented by this Note as may be disbursed by the Bank under the terms
of the Credit Agreement described below, and to pay interest on the unpaid
principal balance outstanding from time to time as provided in this Note.
This Note evidences indebtedness (the "Loan") incurred or to be incurred
by the Maker under a revolving line of credit extended to the Maker by the
Bank under an Amended and Restated Credit Agreement dated December 30, 1994,
as amended (the "Credit Agreement"). All references in this Note to the
Credit Agreement shall be construed as referenced to that Agreement as it
further may be amended from time to time. The Loan is referred to in the
Credit Agreement as the "Revolving Loan." Subject to the terms and
conditions of the Credit Agreement, the proceeds of the Loan may be advanced
and repaid and re-advanced until Final Maturity. The principal amount of the
Loan outstanding from time to time shall be determined by reference to the
books and records of the Bank on which all Advances under the Loan and all
payments by the Maker on account of the Loan shall be recorded. Such books
and records shall be deemed PRIMA FACIE to be correct as to such matters.
The terms "Advance" and "Banking Day" are used in this Note as defined
in the Credit Agreement.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Banking Day of each March, June, September and
December commencing on the last Banking Day of March 1997. After maturity,
interest shall be due and payable as accrued and without demand. Interest
will be calculated on the basis that an entire year's interest is earned in
360 days.
The entire outstanding principal balance of this Note shall be due and
payable, together with accrued interest, at Final Maturity. Principal may be
prepaid, but only as provided in the Credit Agreement.
If any installment of interest due under the terms of this Note is not
paid when due, then the Bank or any subsequent holder of this Note may,
subject to the terms of the Credit Agreement, at
Page 1 of 2 pages
its option and without notice, declare the entire principal amount of the
Note and all accrued interest immediately due and payable. Reference is made
to the Credit Agreement which provides for acceleration of the maturity of
this Note upon the happening of other "Events of Default" as defined therein.
If any installment of interest due under the terms of this Note prior to
maturity is not paid in full when due, then the Bank at its option and
without prior notice to the Maker, may assess a late payment fee in an amount
equal to the greater of $50.00 or five percent (5%) of the amount past due.
Each late payment fee assessed shall be due and payable on the earlier of the
next regularly scheduled interest payment date or the maturity of this Note.
Waiver by the Bank of any late payment fee assessed, or the failure of the
Bank in any instance to assess a late payment fee shall not be construed as a
waiver by the Bank of its right to assess late payment fees thereafter.
All payments on account of this Note shall be applied first to expenses
of collection, next to any late payment fees which are due and payable, next
to interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is given in renewal and replacement of that certain Promissory
Note (Revolving Loan) of the Maker dated as of September 27, 1995, in the
principal amount of $30,000,000.00 and bearing a maturity date of December
31, 1997.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CONSOLIDATED PRODUCTS, INC.
By: __________________________________
__________________________________
(printed name and title)
PROMISSORY NOTE
(Term Loan)
$_____________________ Indianapolis, Indiana
Dated: December 31, ____
Final Maturity: December 31, ____
CONSOLIDATED PRODUCTS, INC., an Indiana corporation (the "Maker")
promises to pay to the order of BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION
(the "Bank") at the principal banking office of the Bank at Indianapolis,
Indiana, the principal sum of ____________________ Dollars ($____________)
and to pay interest on the unpaid principal balance outstanding from time to
time as herein provided.
This Note evidences a loan (the "Loan") extended to the Maker by the
Bank under a Credit Agreement dated December 30, 1994, as amended
(collectively, the "Credit Agreement"). The Loan is referred to in the
Credit Agreement as the "Term Loan." All references in this Note to the
Credit Agreement shall be construed as references to that Agreement as it may
be amended from time to time.
The principal of the Loan shall be repaid in installments in the amount
of $____________ each, which shall be due and payable on the last Banking Day
of each March, June, September and December during the term of this Note,
commencing on the last Banking Day of March, ____, and continuing until
December 31, ____, on which date the entire principal balance of this Note
shall be due and payable. The term "Banking Day" is used in this Note as
defined in the Credit Agreement. Principal may be prepaid, but only as
provided in the Credit Agreement, and provided further that all partial
prepayments shall be applied to the latest maturing installments of principal
payment under this Note in inverse order of maturity.
Interest on the unpaid principal balance of the Loan outstanding from
time to time prior to and after maturity will accrue at the rate or rates
provided in the Credit Agreement. Prior to maturity, accrued interest shall
be due and payable on the last Banking Day of each month commencing on the
last Banking Day of the month in which this Note is executed in addition to
the installments of principal due on those dates. After maturity, interest
shall be due and payable as accrued and without demand. Interest will be
calculated on the basis that an entire year's interest is earned in 360 days.
If any installment of principal or interest due under the terms of this
Note is not paid when due, then the Bank or any subsequent holder of this
Note may, at its option and without notice, declare the entire principal
amount of this Note and all accrued interest immediately due and payable.
Reference is made to the Credit Agreement for other conditions under which
the maturity of this Note may be accelerated.
Exhibit "B"
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If any installment of principal or interest due under the terms of this
Note prior to maturity is not paid in full when due, then the Bank at its
option and without prior notice to the Maker, may assess a late payment fee
in an amount equal to the greater of $50.00 or five percent (5%) of the past
due amount. Each late payment fee assessed shall be due and payable on the
earlier of the due date of the next regularly scheduled payment of principal
or interest, or the maturity of this Note. Waiver by the Bank of any late
payment fee assessed, or the failure of the Bank in any instance to assess a
late payment fee shall not be construed as a waiver by the Bank of its right
to assess late payment fees thereafter.
All payments on account of this Note shall be applied first to expenses
of collection, next to any late payment fees which are due and payable, next
to interest which is due and payable, and only after satisfaction of all such
expenses, fees and interest, to principal.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment of this Note without notice.
All amounts payable under the terms of this Note shall be payable with
expenses of collection, including attorneys' fees, and without relief from
valuation and appraisement laws.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana, notwithstanding the fact that
Indiana conflicts of law rules might otherwise require the substantive rules
of law of another jurisdiction to apply.
CONSOLIDATED PRODUCTS, INC.
By: __________________________________
__________________________________
(Printed Name and Title)
Exhibit "B"
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