1
Loan No. 500-0024084 EXHIBIT 10.44
THIRD AMENDMENT AGREEMENT
Loan Agreement
Promissory Note (Line of Credit)
THIS AGREEMENT made this day of , 1999, by and among Standard
Federal Bank, a federal savings bank ("Standard Federal"), XxXxxxx Group
Leasing, Inc., a Michigan corporation ("Borrower"), and XxXxxxx Industries,
Inc., a Michigan corporation ("Guarantor").
RECITALS:
A. Borrower and Standard Federal entered into a Loan Agreement, dated
July 17, 1996, as amended April 28, 1997 and April 16, 1998 (the "Loan
Agreement"), pursuant to which Standard Federal opened a line of credit in favor
of the Borrower, as evidenced by a Promissory Note (Line of Credit), dated July
17, 1996, as amended April 28, 1997 and April 16, 1998 in the principal amount
of $10,000,000.00 (the "Note"), secured by an Assignment of Equipment Leases and
Security Agreement dated July 17, 1996, as amended April 28, 1997, and all
Schedule A's thereto (the "Security Agreement"), and guaranteed by the Guarantor
pursuant to a Guaranty dated July 17, 1996 (the "Guaranty").
B. Borrower has requested an amendment and increase in the credit limit
of the line of credit evidenced by the Note and an extension of the maturity
date thereof and Standard Federal and the Guarantor are agreeable thereto, on
the terms and conditions herein provided.
NOW, THEREFORE, in consideration of Standard Federal's forbearance to
enforce payment of the Note except as herein provided, of the mutual covenants
herein contained and of other good and valuable consideration the receipt and
sufficiency whereof are hereby acknowledged, the parties hereto hereby warrant,
represent and agree as follows:
1. The Borrower is a Michigan corporation in good standing. All
corporate resolutions heretofore delivered to Standard Federal relative to
borrowing money and granting security interests remain in full force and effect.
Borrower has duly authorized and validly executed and delivered this Amendment
Agreement and such Agreement and the Loan Agreement and Note (as hereby amended)
are valid and enforceable according to their terms and do not conflict with or
violate Borrower's corporate charter or by-laws or any agreement or covenants to
which Borrower is a party.
2. The Security Agreement is valid and enforceable in accordance with
its terms. Standard Federal's security interests in the collateral described in
the Security Agreement are valid and perfected and Borrower is aware of no
claims or interests in such collateral prior or paramount to Standard Federal's.
3. The Guaranty is valid and enforceable in accordance with its terms
and the Guarantor presently has no valid and existing defense to liability
thereunder.
4. The Loan Agreement is hereby amended as follows:
a. The definition of "Credit Limit" contained in Section
1.1 of the Loan Agreement is hereby amended to read as follows:
1
2
"Credit Limit" shall mean the lesser of: (a) Fifteen
Million and 00/100 Dollars ($15,000,000.00), or (b) an amount
equal to 80% of Eligible Lease Receivables.
b. The definition of "XxXxxxx Group" contained in Section
1.1 of the Loan Agreement is hereby amended to read as
follows:
"XxXxxxx Group" shall mean XxXxxxx Industries, Inc., a
Michigan corporation; XxXxxxx E-Z Pack Inc., a Michigan
corporation; XxXxxxx Galion, Inc., a Michigan corporation;
Shelby Steel Processing Company, a Michigan corporation;
XxXxxxx Tube Company d/b/a Quality Tube, a Michigan
corporation; XxXxxxx International FSC, a U.S. Virgin Islands
corporation; and XxXxxxx Southland Co., a Florida corporation.
c. The termination date of the Line of Credit provided in
Section 1.9 of the Loan Agreement is hereby amended and extended from
March 1, 2000 to May 1, 2001.
5. The Note is hereby amended in the following respects only:
a. The Due Date provided for in the Note is hereby
amended and extended from March 1, 2000 to May 1, 2001.
b. The principal amount stated in the Note is hereby
increased to the sum of Fifteen Million and 00/100 Dollars
($15,000,000.00). Borrower hereby promises to pay to the order of
Standard Federal the principal amount of the Note, as hereby amended,
together with interest thereon, in accordance with the terms and
provisions of the Note, as hereby amended.
6. Except as amended herein, the Loan Agreement, Note, Security
Agreement and Guaranty shall remain in full force and effect. This
Amendment Agreement may be attached to the Note as a rider, but such
attachment shall not be necessary to the validity thereof.
7. Guarantor acknowledges and consents to the amendment to the
Loan Agreement and Note herein provided and agrees that the Guaranty
shall continue and remain in full force and effect with respect to the
Loan Agreement and Note as herein amended.
IN WITNESS WHEREOF the parties hereto have executed this agreement the
day and date first above written.
Witness: BORROWER:
XXXXXXX GROUP LEASING, INC., a Michigan
corporation
By:
---------------------------- ------------------------------------
Xxxx X. Xxxxxxxx
Its: Treasurer
---------------------------- --------------------------
2
3
6200 Elmridge
---------------------------------------
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
---------------------------------------
00-0000000
---------------------------------------
Tax Identification Number
GUARANTOR:
XXXXXXX INDUSTRIES, INC., a Michigan
corporation
By:
---------------------------- ------------------------------------
Xxxx X. Xxxxxxxx
Its: Treasurer
---------------------------- --------------------------
STANDARD FEDERAL:
STANDARD FEDERAL BANK, a federal
savings bank
By:
---------------------------- ------------------------------------
Its:
---------------------------- --------------------------
3
