EXHIBIT 10.19
THIRD AMENDMENT TO LOAN AGREEMENT
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THIS THIRD AMENDMENT TO LOAN AGREEMENT, dated as of March 2, 1998 (the
"Amendment"), is entered into among AXIA INCORPORATED, a Delaware corporation
("AXIA"), and its direct subsidiaries, XXXX TAPING TOOL SYSTEMS, INC., a
Delaware corporation ("ATTS"), TAPETECH TOOL CO., INC., a Delaware corporation
("TapeTech") (AXIA, ATTS and TapeTech, individually, "Borrower" and
collectively, "Borrowers"), the lenders ("Lenders") named in the Loan Agreement
referred to below, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a
national banking association ("ANB"), as agent for Lenders under the Loan
Agreement (ANB, in such capacity, being "Agent").
RECITALS:
A. Borrowers, Lenders and Agent entered into that certain Loan Agreement,
dated as of June 27, 1996, as amended by a First Amendment to Loan Agreement,
dated as of March 10, 1997, and as further amended by a Second Amendment to Loan
Agreement, dated as of September 11, 1997 (the "Loan Agreement").
B. Borrowers have requested that Agent and Lenders enter into this
Amendment in order to amend certain provisions of the Loan Agreement to permit
Borrowers to purchase additional Subordinated Notes and Subordinated Note Units.
C. Capitalized terms used herein and not otherwise defined shall have the
meanings provided for in the Loan Agreement.
1. AMENDMENT
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1.1 Section 2.7(a) of the Loan Agreement is hereby deleted and the
following is inserted in its stead:
"(a) Borrowers shall apply the proceeds of the Term Loan to the
payment of their outstanding indebtedness and the proceeds of the Revolving
Credit Loan for working capital and general corporate purposes and to the
payment of outstanding indebtedness; provided, however, that not more than
$5,000,000 of the proceeds of the Revolving Credit Loan may be utilized for
the repayment of indebtedness of AXIA under the Credit Agreement, dated as
of March 15, 1994, among AXIA, Banque Indosuez, as agent, and the lenders
named therein. In addition to the foregoing, AXIA may apply proceeds of
Revolving Credit Advances to the payment of the purchase price of
Subordinated Notes or
Subordinated Note Units; provided, however, that the maximum amount of
proceeds of Revolving Credit Advances which may be utilized for such
purpose shall not exceed in the aggregate at any date of determination
$16,000,000."
2. MISCELLANEOUS
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2.1 Limited Nature of Amendments. The parties hereto acknowledge and agree
that the terms and provisions of this Amendment amend, add to and constitute a
part of the Loan Agreement. Except as expressly modified and amended by the
terms of this Amendment, all of the other terms and conditions of the Loan
Agreement and all documents executed in connection therewith or referred to or
incorporated therein remain in full force and effect and are hereby ratified,
reaffirmed, confirmed and approved.
2.2 Conflict. If there is an express conflict between the terms of this
Amendment and the terms of the Loan Agreement, or any of the other agreements or
documents executed in connection therewith or referred to or incorporated
therein, the terms of this Amendment shall govern and control.
2.3 Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
2.4 Representations and Warranties. Each Borrower represents and warrants
to Agent and Lenders as follows: (A) such Borrower has all necessary power and
authority to execute and deliver this Amendment and perform its obligations
hereunder; (B) this Amendment and the Loan Agreement, as amended hereby,
constitute the legal, valid and binding obligations of such Borrower and are
enforceable against such Borrower in accordance with their terms; and (C) all
representations and warranties of such Borrower contained in the Loan Agreement
and all other agreements, instruments and other writings relating thereto are
true and complete as of the date hereof.
2.5 Governing Law. This Amendment shall be construed in accordance with
and governed by and the internal laws of the State of Illinois, without giving
effect to choice of law principles.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date
first written above.
AXIA INCORPORATED AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, as
By: /s/ Xxxx X. Xxxx Agent and as Lender
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Name: Xxxx X. Xxxx By:
Title: Vice President -------------------------------------
Name:
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XXXX TAPING TOOL SYSTEMS, INC. Title:
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By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx THE NORTHERN TRUST COMPANY, as
Title: Vice President Lender
By:
TAPETECH TOOL CO., INC. -------------------------------------
Name:
By: /s/ Xxxx X. Xxxx --------------------------------
-------------------------------- Title:
Name: Xxxx X. Xxxx -------------------------------
Title: Vice President
NATIONAL CITY BANK, as Lender
By:
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Name:
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Title:
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