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FIRST AMENDMENT TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Agreement") is made and executed this 9th day of May, 1996, by and
between CANNONDALE CORPORATION ("Borrower"), a Delaware corporation with its
chief executive office and principal place of business at 0 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000, and FLEET CAPITAL CORPORATION, a Rhode Island
corporation with an office at 000 Xxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxx 00000.
RECITALS:
1. Borrower and Lender are parties to that certain Amended and Restated
Loan and Security Agreement (the "Loan Agreement") made as of March 29, 1996.
2. Borrower and Lender have agreed to amend the Loan Agreement in certain
respects as set forth in this Agreement.
AGREEMENTS:
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Lender agree as follows:
1. Capitalized terms used but not defined herein shall have the meanings
given to them in the Loan Agreement.
2. Section 3.1 of the Loan Agreement is hereby amended by adding thereto a
new subsection 3.1.5 as follows:
"3.1.5 Dutch Guilder Loans.
(a) Subject at all times to the terms and conditions of this
Agreement, Lender agrees to make Revolving Credit Loans to Borrower in the
form of Dutch Guilders (the "Dutch Guilder Loans") as requested by
Borrower, provided, however, that (i) at no time shall the aggregate
outstanding amount of all Dutch Guilder Loans exceed the equivalent of
$5,000,000.00 (United States), and (ii) no Default or Event of Default
shall exist at the time of or after giving effect to Borrower's request for
such Dutch Guilder Loan."
(b) In the event that the aggregate outstanding amount of Dutch
Guilders Loans shall at any time exceed the equivalent of $5,000,000.00
(United States) as determined by Lender, such excess shall constitute
Obligations that are due and payable on demand.
(c) All Dutch Guilder Loans shall constitute Revolving Credit Loans
subject in all respects to the terms and conditions of this Agreement,
shall be secured by the Collateral, shall be repayable in accordance with
the terms of this Agreement, and shall be entitled to all benefits hereof.
(d) Lender shall determine the United States Dollar equivalent of all
outstanding Dutch Guilder Loans monthly on a xxxx-to-market basis at the
then current United States Dollar spot exchange rate for Dutch Guilders as
such exchange rate is determined by Lender in its sole discretion.
(e) In connection with all Dutch Guilder Loans, the calculation of the
amount of (i) the Borrowing Base, (ii) all fees and charges due and payable
from Borrower to Lender, and (iii) all other financial representations,
warranties and covenants of Borrower under the terms of this Agreement
shall be based upon the United States Dollar equivalent of all Dutch
Guilder Loans outstanding on the effective date of such calculation."
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3. Subsection 3.1.2(i) of the Loan Agreement is hereby deleted in its
entirety and replaced by the following:
"(i) the proceeds of each Revolving Credit Loan requested under
subsection 3.1.1(i) shall be disbursed by Lender in lawful money of the
United States of America and the proceeds of each Dutch Guilder Loan
requested under subsection 3.1.5(a) shall be disbursed by Lender in lawful
money of the Netherlands, in each case in immediately available funds, in
the case of the initial borrowing, in accordance with the terms of the
written disbursement letter from Borrower, and in the case of each
subsequent borrowing, by wire transfer of the applicable currency to such
bank account as may be agreed upon by Borrower and Lender from time to time
or elsewhere if pursuant to a written direction from Borrower."
4. Appendix A, General Definitions to the Loan Agreement is hereby amended
by adding thereto the following definition in its approximate alphabetical
order:
"Dutch Guilder Loans -- as defined in Section 3.1.5 of the Agreement."
5. This agreement shall be effective only upon Lender's receipt of a fully
executed original counterpart hereof.
6. Borrower represents and warrants to Lender that Borrower has duly
authorized, by all necessary corporate action, the execution and delivery of
this Agreement, and the resolutions of the Board of Directors authorizing such
execution and delivery are in full force and effect, and there has been no
resolution passed by the Board of Directors which conflicts with, amends or
rescinds the resolutions approving the execution and delivery of this Agreement.
7. The provisions of this Agreement shall be severable and the illegality,
unenforceability or invalidity of any provision of this Agreement shall not
affect or impair the remaining provisions hereof, and each provision of this
Agreement shall be construed to be valid and enforceable to the fullest extent
permitted by law.
8. This Agreement may be executed in any number of counterparts each of
which shall constitute an original, but all of which when taken together shall
constitute one and the same agreement.
9. Except as expressly set forth in this Agreement, all terms and
conditions set forth in the Loan Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
duly executed in their corporate names by their duly authorized corporate
officers on the day and year first above written.
CANNONDALE CORPORATION
By: /s/ XXXXXXX XXXXXXXXXXX
FLEET CAPITAL CORPORATION
By: /s/ XXXXXX XXXXXXX
