EXHIBIT 10.41
SECOND AMENDMENT TO CREDIT AGREEMENT
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THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
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March 17, 1998, is entered into between MELLON BANK, N.A. (the "Bank"), with a
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place of business at Mellon Bank Center, 000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, and KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a
California corporation ("Borrower"), with its chief executive office located at
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000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000.
RECITAL
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A. Borrower and the Bank have previously entered into that certain Credit
Agreement dated as of March 25, 1997, as amended by First Amendment Credit
Agreement dated August 25, 1997 (collectively, the "Credit Agreement"), pursuant
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to which the Bank has made a certain loan available to Borrower. Terms used
herein without definition shall have the meanings ascribed to them in the Credit
Agreement.
B. Borrower has requested the Bank to amend the Credit Agreement to
extend the Maturity Date to September 30, 1998.
C. The Bank is willing to further amend the Credit Agreement under the
terms and conditions set forth in this Amendment. Borrower is entering into this
Amendment with the understanding and agreement that, except as specifically
provided herein, none of the Bank's rights or remedies as set forth in the
Credit Agreement is being waived or modified by the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendment to Credit Agreement.
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(a) The definition of "Maturity Date" set forth in Section 1.1 of the
Credit Agreement is hereby amended to read in its entirety as follows:
"'Maturity Date': September 30, 1998."
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(b) The definition of "Guarantors" set forth in Section 1.1 of the
Credit Agreement is hereby amended to add the following additional sentence
at the end thereof:
"Without limiting the generality of the foregoing, `Guarantors' shall
include North Star Plating Company, a Minnesota corporation, Inteuro
Parts Distributors, Inc. a Florida corporation, and Car Body Concepts,
Inc., a Florida corporation."
(c) Section 4.2 of the Credit Agreement (entitled "Conditions
Precedent to Each Borrowing") is hereby amended to revise clause (b)
thereof in its entirety as follows:
"and (b) the Bank shall have received such other approvals, opinion or
documents as the Bank may reasonably request, including, without
limitation, a guarantee from each of the Guarantors in form and
substance satisfactory to the Bank."
2. Effectiveness of this Amendment. The Bank must have received the
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following items, in form and content acceptable to the Bank, before this
Amendment is effective and before the Bank is required to extend any credit to
Borrower as provided for by this Amendment. The date on which all of the
following conditions have been satisfied is the "Closing Date".
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(a) Amendment. This Amendment fully executed in a sufficient number of
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counterparts for distribution to the Bank and Borrower.
(b) Authorizations. Evidence that the execution, delivery and
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performance by Borrower and each Guarantor of this Amendment and any
instrument or agreement required under this Amendment have been duly
authorized.
(c) Delivery of Guarantees. The Bank shall have received guarantees
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of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc. in form and
substance satisfactory to the Bank.
(d) Representations and Warranties. The Representations and
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Warranties set forth in the Credit Agreement must be true and correct.
(e) Other Required Documentation. All other documents and legal
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matters in connection with the transactions contemplated by this Agreement
shall have been delivered or executed or recorded and shall be in form and
substance satisfactory to the Bank.
3. Representations and Warranties. The Borrower represents and warrants
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as follows:
(a) Authority. Borrower has the requisite corporate power and
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authority to execute and deliver this Amendment, and to perform its
obligations hereunder and under the Loan Documents (as amended or modified
hereby). The execution, delivery and performance by the Borrower of this
Amendment and each Loan Document (as amended or modified hereby) have been
duly approved by all necessary corporate action of Borrower and no other
corporate proceedings on the part of Borrower are necessary to consummate
such transactions.
(b) Enforceability. This Amendment has been duly executed and
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delivered by Borrower. This Amendment and each Loan Document (as amended
or modified hereby) is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, and is in full
force and effect.
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(c) Representations and Warranties. The representations and
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warranties contained in each Loan Document (other than any such
representations or warranties that, by their terms, are specifically made
as of a date other than the date hereof) are correct on and as of the date
hereof as though made on and as of the date hereof.
(d) No Default. No event has occurred and is continuing that
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constitutes an Event of Default.
4. Choice of Law. The validity of this Amendment, its construction,
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interpretation and enforcement, the rights of the parties hereunder, shall be
determined under, governed by, and construed in accordance with the internal
laws of the State of California governing contracts only to be performed in that
State.
5. Counterparts. This Amendment may be executed in any number of
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counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment.
6. Due Execution. The execution, delivery and performance of this
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Amendment are within the power of Borrower, have been duly authorized by all
necessary corporate action, have received all necessary governmental approval,
if any, and do not contravene any law or any contractual restrictions binding on
Borrower.
7. Reference to and Effect on the Loan Documents.
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(a) Upon and after the effectiveness of this Amendment, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words
of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to "the Credit Agreement", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement as modified and amended hereby.
(b) Except as specifically amended above, the Credit Agreement and all
other Loan Documents, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed and shall constitute
the legal, valid, binding and enforceable obligations of Borrower to the
Bank.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any the Bank or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
(d) To the extent that any terms and conditions in any of the Loan
Documents shall contradict or be in conflict with any terms or conditions
of the Credit Agreement, after giving effect to this Amendment, such terms
and conditions are hereby deemed
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modified or amended accordingly to reflect the terms and conditions of the
Credit Agreement as modified or amended hereby.
8. Ratification. Borrower hereby restates, ratifies and reaffirms each
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and every term and condition set forth in the Credit Agreement, as amended
hereby, and the Loan Documents effective as of the date hereof.
9. Estoppel. To induce the Bank to enter into this Amendment and to
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continue to make advances to Borrower under the Credit Agreement, Borrower
hereby acknowledges and agrees that, after giving effect to this Amendment, as
of the date hereof, there exists no Event of Default and no right of offset,
defense, counterclaim or objection in favor of Borrower as against the Bank with
respect to the Obligations.
IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first above written.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation
By:
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Xxxx X. Xxxxxxx
Chief Financial Officer
MELLON BANK, N.A.,
By:
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Xxxxx X. Xxxxx
Vice President
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