EXHIBIT 10 B
FIRST AMENDMENT AND WAIVER DATED AS OF APRIL 15, 1999
TO CREDIT AGREEMENT DATED AS OF FEBRUARY 1, 1999
This First Amendment and Waiver (this "Amendment"), dated as of
April 15, 1999, is made by and among ALLIED PRODUCTS CORPORATION, a Delaware
corporation (the "Company"), the financial institutions party hereto (the
"Banks"), and Bank of America National Trust and Savings Association (as
successor by merger to Bank of America Illinois), as agent for the Banks (in
such capacity, the "Agent"). Terms defined in the Credit Agreement shall
have the same respective meanings when used herein and the provisions of
SECTION 13 of the Credit Agreement shall apply, mutatis mutandis, to this
Amendment.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain Second
Amended and Restated Credit Agreement, dated as of February 1, 1999 (as
amended or modified and in effect on the date hereof, the "Credit Agreement");
WHEREAS, the Company has requested that the Banks and the Agent
agree to amend or modify the Credit Agreement as described herein; and
WHEREAS, the Banks and the Agent are willing to amend and modify
the Credit Agreement on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein contained and other good and valuable consideration (the
receipt, adequacy and sufficiency of which is hereby acknowledged), the
parties hereto, intending legally to be bound, hereby agree as follows:
I. AMENDMENT
1. AMENDMENTS. Subject to the satisfaction of the conditions
precedent set forth in Section 3.2 below, the Credit Agreement is hereby
amended as follows:
Section 1.1.3(a) of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 1.1.3 COMMITMENT LIMITS. Notwithstanding any other
provision of this Agreement (a) the aggregate principal amount of the
Revolving Loans which all Banks are committed to lend to the Company
together with the Stated Amount of all Letters of Credit then
outstanding shall not at any one time exceed the lesser of (i) the
Borrowing Base or (ii) the following amounts (less in each case any
reductions made pursuant to SECTION 6.1 or SECTION 6.3) during the
following period:
MONTH ENDING AMOUNT
February 28, 1999 $140,000,000
March 31, 1999 $140,000,000
April 30, 1999 $135,000,000
May 31, 1999 $135,000,000
June 30, 1999 $135,000,000
July 31, 1999 $118,000,000
August 31, 1999 $115,000,000
September 30, 1999 $118,000,000
October 31, 1999 $115,000,000
November 30, 1999 $115,000,000
December 31, 1999 $110,000,000
January 31, 2000 $110,000,000
February 28, 0000 Xxxx
Xxxxxxx 5.2 of the Credit Agreement is amended to read in its entirety
as follows:
SECTION 5.2 FACILITY FEE. The Company agrees to pay each Bank a
facility fee, for the period from and including the Effective Date to
and including the Revolving Termination Date, on the total Commitments
(whether used or unused) (as the same may be reduced by SECTION 6.1 or
SECTION 6.3). Such facility fee shall be payable in arrears on the
last day of each Fiscal Quarter and on the Revolving Termination Date
for any period then ending for which such facility fee shall not have
been theretofore paid. The facility fee shall be computed at the rate
of 0.50% per annum for the actual number of days elapsed on the basis
of a year of 360 days. The facility fee shall be determined without
regard to any Borrowing Base limitation or any Event of Default or
Unmatured Event of Default.
Section 6.1(c) of the Credit Agreement is amended to read in its
entirety, as follows:
(c) On any date that the aggregate unpaid principal amount of
the Revolving Loans, PLUS the aggregate Stated Amount of all Letters
of Credit exceeds the aggregate Commitments of the Banks (whether as a
result of a Borrowing Base shortfall, a reduction in the Commitments,
or otherwise), the
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Company shall immediately repay the Revolving Loans or, in the case
of the Letters of Credit, furnish to the Agent cash collateral, in
an amount equal to such excess.
Section 6.3 of the Credit Agreement is amended to read its entirety as
follows:
SECTION 6.3 MANDATORY PREPAYMENTS. (a) If the Company or any
Subsidiary shall issue new common or preferred equity or any
Indebtedness for borrowed money, the Company shall promptly notify the
Agent of the estimated Net Issuance Proceeds of such issuance to be
received by the Company in respect thereof. Promptly upon, and in no
event later than 5 Business Days after, receipt by the Company or a
Subsidiary of Net Issuance Proceeds of such issuance, the Company
shall prepay the Revolving Loans and other Liabilities in an aggregate
amount equal to 100% of the amount of such Net Issuance Proceeds. Net
Issuance Proceeds which arise from the incurrence of purchase money
Indebtedness or Capital Lease Obligations shall not be required to be
applied as a prepayment pursuant to this Section 6.3.
(b) If the Company or any Subsidiary shall enter into any
agreement for the sale or disposition of any substantial part of its
assets outside the ordinary course of business, the Company shall
promptly notify the Agent of the terms thereof, including the
estimated Net Sale Proceeds (it being understood that any sale outside
of the ordinary course of business of all or any substantial part of
the assets of the Company or any Subsidiary is subject to the consent
of the Required Banks pursuant to Section 10.13). Promptly, and in
any event within 5 Business Days after receipt by the Company or any
Subsidiary of the Net Sale Proceeds of such sale, the Company shall
prepay the Revolving Loans and other Liabilities in an aggregate
principal amount equal to 100% of the amount of such Net Sale
Proceeds.
(c) Notwithstanding any provision to the contrary in Section
6.3(a) or 6.3(b), the Company shall not be obligated to pay over to
the Agent any Net Issuance Proceeds or Net Sale Proceeds in excess of
the aggregate Liabilities then outstanding (it being understood that
for this purpose the undrawn amount of Letters of Credit shall
constitute Letter of Credit Liabilities and that the amounts prepaid
to the Agent in respect of such Letter of Credit Liabilities shall be
held by the Agent as cash collateral for such Letter of Credit
Liabilities).
Section 10.1.3 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 10.1.3 MONTHLY REPORTS. (a) Within 30 days after the end of
each calendar month occurring after April 30, 1999, a Directors'
Statement which at a minimum provides (i) the unaudited financial
statements (including, without limitation, consolidated and
consolidating balance sheets of the Company and its Subsidiaries as of
the end of such month and related changes in financial position
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together with statements of income) of the Company and its
Subsidiaries, prepared in substantially the same manner as Schedule
10.1.3, (ii) a status report as to the Verson Division of the Company,
(iii) an accounts payable aging by division, and (iv) a jobs in
progress report.
(b) Within 15 days after the end of each calendar month
occurring after April 30, 1999, the Company shall deliver to Agent the
following: (i) an updated Borrowing Base Report, (ii) a receivables
aging certificate in a form reasonably acceptable to the Agent, and
(iii) a certificate containing a computation of the debt coverage
ratio in Section 10.8.
(c) All items furnished pursuant to this Section 10.1.3(a) and
(b) shall be in a form reasonably acceptable to the Required Banks and
shall be signed by the Chief Accounting Officer of the Company.
Section 10.5.1 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 10.5.1 CAPITAL EXPENDITURES. Not permit the
consolidated capital expenditures of the Company and its Subsidiaries
(including Capital Lease Obligations) in any fiscal year to exceed
$10,000,000; provided, however, that the amount applicable to fiscal
year 1999 shall exclude Capital Expenditures of up to $5,000,000
related to the Verson Division's facility expansion project as carried
over from fiscal year 1998.
Section 10.5.2 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 10.5.2 MINIMUM CONSOLIDATED OPERATING CASH FLOW. As of
the end of any Fiscal Quarter, not permit its Consolidated Operating
Cash Flow (measured quarterly on a cumulative basis for the related
calendar year), to be less than the amount applicable to such Fiscal
Quarter as follows:
AMOUNT BEFORE AMOUNT AFTER
COLLATERAL GRANT COLLATERAL GRANT
FISCAL QUARTER ENDING
June 30, 1999 ($ 1,009,000) ($ 1,333,000)
September 30, 1999 $ 5,150,000 $ 4,177,000
December 31, 1999 $ 14,407,000 $ 11,376,000
Section 10.5.3 (net worth) of the Credit Agreement is amended to read
in its entirety as follows (it being understood that the text of such
section is deleted):
SECTION 10.5.3 [Reserved]
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Section 10.6 (Funded Debt/Operating Cash Flow Ratio) of the Credit
Agreement is amended to read in its entirety as follows (it being
understood that the text of such Section is deleted):
SECTION 10.6 [Reserved]
Section 10.7 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 10.7 CONSOLIDATED FIXED CHARGE COVERAGE. Not permit for
any Fiscal Quarter the ratio ("Consolidated Fixed Charge Ratio") of
(a) Consolidated Adjusted Operating Cash Flow to (b) interest expense
(before any deferral and capitalization of such interest, but
including attributable interest from Capitalized Lease Obligations)
plus rental expense of the Company and its Subsidiaries on a
consolidated basis during such period, to be less than the ratio
applicable to such Fiscal Quarter, as follows:
RATIO BEFORE RATIO AFTER
FISCAL QUARTER ENDING COLLATERAL GRANT COLLATERAL GRANT
September 30, 1999 1.40:1 1.15:1
December 31, 1999 2.00:1 2.00:1
Section 10.8 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 10.8 MINIMUM DEBT COVERAGE. As of the end of any
calendar month, not permit the ratio of (a) the sum of (i) the
accounts receivable of the Company and its Subsidiaries, plus (ii) the
book value of inventory of the Company and its Subsidiaries (provided
that the value of such inventory shall not exceed 150% of the net
amount of accounts receivable under clause (i) above), plus (iii) cash
and cash equivalents (determined according to GAAP) of the Company and
its Subsidiaries less (iv) accounts payable of the Company and its
Subsidiaries to (b) the aggregate principal amount of all Indebtedness
of the Company and its Subsidiaries, to be less than the ratio
applicable to such calendar month as follows:
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CALENDAR MONTH RATIO BEFORE RATIO AFTER
ENDING COLLATERAL GRANT COLLATERAL GRANT
April 30, 1999 0.85 to 1 0.62 to 1
May 31, 1999 0.80 to 1 0.60 to 1
June 30, 1999 0.80 to 1 0.60 to 1
July 31, 1999 0.75 to 1 0.57 to 1
August 31, 1999 0.75 to 1 0.56 to 1
September 30, 1999 0.80 to 1 0.60 to 1
October 31, 1999 0.80 to 1 0.61 to 1
November 30, 1999 0.85 to 1 0.64 to 1
December 31, 1999 0.85 to 1 0.66 to 1
January 31, 2000 0.85 to 1 0.66 to 1
Section 10.9 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 10.9 PURCHASE OR REDEMPTION OF COMPANY'S SECURITIES;
DIVIDEND RESTRICTIONS. Not purchase or redeem any shares of the
capital stock of the Company, declare or pay any dividends thereon
(other than stock dividends), make any distribution to stockholders or
set aside any funds for any such purpose, and not prepay, purchase or
redeem, and not permit any Subsidiary to purchase, any subordinated
indebtedness of the Company; PROVIDED HOWEVER, that so long as no
Event of Default or Unmatured Event of Default exists or would result
therefrom, the Company may, in its sole discretion, pay or declare
cash dividends to the holders of common stock of the Company, but not
in excess of $2,000,000 in the aggregate for all such dividends
declared or paid in any fiscal year.
Section 10 of the Credit Agreement is further amended by adding
Section 10.22 as follows:
SECTION 10.22. COLLATERAL. (a) On or before May 15, 1999,
the Company (i) shall grant and cause each of its Subsidiaries to
grant to the Agent, for the prorata benefit of the Banks, as security
for the Liabilities, a lien upon and security interest in all of the
assets of every description (whether now or hereafter existing or
acquired) of the Company and its Subsidiaries (other than real estate
interests), and (ii) at its expense, execute and deliver and cause to
be executed and delivered to the Agent any and all Collateral
Documents, and take all further action that may be required under
applicable law, or that the Agent or the Required Banks may reasonably
request, in order to grant, preserve, protect and perfect the validity
and first priority of the security interests created pursuant to such
Collateral Documents.
(b) In addition, from time to time after May 15, 1999, the
Company will, at its expense, promptly execute and deliver or cause to
be executed and delivered to the Agent such additional Collateral
Documents, and take such additional action, all as may from time to
time be reasonably requested by the
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Agent or the Required Banks, in order to preserve, protect and
perfect the validity and first priority of the security interests
created pursuant to the Collateral Documents (it being understood
that it is the intent of the parties that the Liabilities shall be
secured by all the assets of the Company and its Subsidiaries
(other than real estate interests) and that such security
interests will be created under such Collateral Documents as shall be
in form and substance reasonably satisfactory to the Agent and the
Required Banks).
Section 12.1.5 of the Credit Agreement is amended to read in its
entirety as follows:
SECTION 12.1.5 NON-COMPLIANCE WITH THIS AGREEMENT. Failure by
the Company to comply with or to perform any provision of this
Agreement (and not constituting an Event of Default under any other
provision of this SECTION 12) and (except for Section 10.22 as to
which no notice or grace period shall apply) continuance of such
failure for 15 days after notice thereof to the Company from the
Agent, any Bank, or the holder of any Revolving Note.
Section 13 of the Credit Agreement is amended so that the definition
of Borrowing Base Overadvance shall read in its entirety as follows:
BORROWING BASE OVERADVANCE shall for each month set forth below
mean an amount as follows:
MONTH OVERADVANCE AMOUNT
January 1999 $40,000,000
February 1999 $40,000,000
March 1999 $40,000,000
April 1999 $40,000,000
May 1999 $46,700,000
June 1999 $47,600,000
July 1999 $41,600,000
August 1999 $42,700,000
September 1999 $41,700,000
October 1999 $35,100,000
November 1999 $26,100,000
December 1999 $27,800,000
January 2000 $27,800,000
Section 13 of the Credit Agreement is amended so that the definition
of "Margin" shall read in its entirety as follows:
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MARGIN shall mean (i) in the case of Eurodollar Loans (and
Letters of Credit) a rate equal to 3.5% per annum and (ii) in the case
of Floating Rate Loans, a rate equal to 2% per annum.
Section 13 of the Credit Agreement is further amended by adding
thereto a definition of "Collateral Grant" as follows:
COLLATERAL GRANT shall mean the receipt by the Agent of
Collateral Documents duly executed and delivered and in form and
substance reasonably satisfactory to the Agent, pursuant to
Section 10.22.
Section 13 of the Credit Agreement is further amended by adding
thereto a definition of "Collateral Documents" as follows:
COLLATERAL DOCUMENTS shall mean such security agreements, pledge
agreements, mortgages, deeds of trusts, UCC financing statements,
appraisals, landlord waivers, opinions of counsel, lock box agreements,
search reports, and other documents and instruments as the Agent or the
Required Banks shall reasonably require in order that the Agent shall have,
as security for the Liabilities, a first perfected lien on and security
interest in all of the assets of the Company and its Subsidiaries (other
than real estate interests), subject only to such preexisting liens
permitted under Section 10.11 as do not in the opinion of the Agent or the
Required Banks materially detract from the value of the liens and security
interests in favor of the Agent. The Collateral Documents shall constitute
Loan Documents hereunder.
Section 13 of the Credit Agreement is amended by inserting "for any
period" immediately after "shall mean" in the definition of Consolidated
Adjusted Operating Cash Flow.
Section 13 of the Credit Agreement is amended so that the definition
of "Consolidated Operating Cash Flow" shall read in its entirety as
follows:
CONSOLIDATED OPERATING CASH FLOW shall mean for any period (a)
the sum of (i) consolidated net income for such period, plus (ii)
consolidated interest expense for such period, plus (iii) the
aggregate amount which was deducted by the Company in respect of
Federal, state and local income taxes by the Company and its
Subsidiaries in determining the Company's consolidated net income for
such period, plus (iv) depreciation and amortization for such period,
less (b) all interest income for the period, it being understood,
however, that Consolidated Operating Cash Flow shall be determined
without regard to extraordinary items for the period, and shall be
determined for the Company and its Subsidiaries on a consolidated
basis.
Section 13 of the Credit Agreement is further amended by adding
thereto a definition of "Liabilities" as follows:
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LIABILITIES shall mean (i) the Notes, (ii) all obligations of
the Company in respect of Letters of Credit (whether or not drawn),
and (iii) all other obligations of the Company of every description,
which arise under this Agreement or the Loan Documents or hedging
agreements of the Banks permitted under the Loan Documents,
including without limitation, all obligations of the Company in
respect of principal, interest, fees or expenses, in each case
however created, arising or evidenced, whether direct or indirect,
or absolute and contingent, or now or hereafter existing, or due or
to become due. The Liabilities may also be sometimes called the
"Obligations".
Section 13 of the Credit Agreement is amended by adding thereto a
definition of "Net Sale Proceeds" as follows:
NET SALE PROCEEDS shall mean with respect to any sale of assets
of the Company or any Subsidiary, the cash proceeds (including cash
proceeds subsequently received (as and when received) in respect of
non-cash consideration initially received and including all insurance
settlements and condemnation awards in excess of $250,000 from any
single event or series of related events), net of (i) transaction
expenses (including reasonable broker's fees or commissions, legal
fees, accounting fees, investment banking fees and other professional
fees, transfer and similar taxes and the Company's good faith estimate
of income taxes paid or payable in connection with the receipt of such
cash proceeds), (ii) amounts provided as a reserve, in accordance with
GAAP, including pursuant to any escrow arrangement, against any
liabilities under any indemnification liabilities associated with such
sale (PROVIDED that, to the extent and at the time any such amounts
are released from such reserve, such amounts shall constitute Net Sale
Proceeds), (iii) in the case of insurance settlements and condemnation
awards, amounts previously paid by the Company and its Subsidiaries to
replace or restore the affected property, and (iv) the principal
amount, premium or penalty, if any, interest and other amounts on any
indebtedness for borrowed money which is secured by the asset sold in
such sale and is required to be repaid with such proceeds (other than
any such indebtedness assumed by the purchaser of such asset).
Section 13 of the Credit Agreement is amended so that the definition
of "Revolving Termination Date" shall read in its entirety as follows:
REVOLVING TERMINATION DATE shall mean February 28, 2000.
Section 9.5 of the Credit Agreement is amended by adding thereto the
paragraph which appears in Supplemental Schedule 9.5 attached hereto.
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II. WAIVER
2.1 WAIVER. The Banks hereby waive the following:
(a) the failure of the Company to furnish to the Agent and Banks,
within 90 days after the end of its fiscal year ending December 31, 1998,
its audit report (and related certificate) in respect of such fiscal year
as required by Section 10.1.1 of the Credit Agreement, it being understood
(and the Company hereby agrees) that such audit report (and related
certificate) shall be furnished to the Agent and the Banks on or before
April 30, 1999;
(b) the failure of the Company to furnish to the Agent and Banks, its
quarterly financial statements as of December 31, 1998 and March 31, 1999,
as required pursuant to Section 10.1.2;
(c) the requirement of Section 10.1.3 that the Company furnish to the
Agent and the Banks monthly reports (including financial statements,
Borrowing Base Reports and receivables aging certificates) for the months
of January through March, 1999;
(d) the requirement of Section 10.1.4 that the Company furnish a
compliance certificate as of December 31, 1998 and March 31, 1999;
(e) noncompliance by the Company as of March 31, 1999, with the
minimum consolidated operating consolidating cash flow provision of Section
10.5.2;
(f) noncompliance by the Company as of March 31, 1999 with the net
worth provision of Section 10.5.3; and
(g) noncompliance by the Company as of March 31, 1999, with the
consolidated fixed charge ratio provision of Section 10.7.
2.2 LIMITATION ON WAIVER. Except as specifically set forth in
Section 2.1, the foregoing waivers are specific in time and in intent and do
not constitute, nor shall any of such waivers be construed as, a waiver of
any other right, power or privilege under the Credit Agreement, or under any
agreement, contract, indenture, document or other instrument mentioned in the
Credit Agreement; nor does any of the foregoing waivers preclude other or
further exercise hereof or the exercise of any other right, power or
privilege, nor shall any waiver of any right, power, privilege or default
hereunder, or under any agreement, contract, indenture, document, or
instrument mentioned in the Credit Agreement, constitute a waiver of any
other default of the same or of any other term or provision.
III. GENERAL
3.1 REPRESENTATIONS. The Company hereby represents and warrants
to the Banks and the Agent that:
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(a) The execution, delivery and performance of this Amendment are
within the Company's corporate authority, have been duly authorized by all
necessary corporate action, have received all necessary consents and
approvals (if any shall be required), and do not and will not contravene or
conflict with any provision of law or of the Certificate of Incorporation
or By-laws of the Company or its Subsidiaries, or of any other agreement
binding upon the Company or its Subsidiaries or their respective property;
(b) This Amendment constitutes the legal, valid, and binding
obligations of the Company, enforceable against the Company in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability; and
(c) Except for any Event of Default or Unmatured Event of Default
which will be cured by this Amendment becoming effective, no Event of
Default or Unmatured Event of Default has occurred and is continuing or
will result from this Amendment.
3.2 CONDITIONS PRECEDENT TO EFFECTIVENESS. This Amendment shall
become effective as of April 15, 1999 (the "Effective Date"), subject,
however, to the receipt by the Agent of all fees and expenses previously
billed to the Company in respect of the Credit Agreement as amended hereby,
together with each of the following, each appropriately completed and duly
executed as required and otherwise in form and substance reasonably
satisfactory to the Agent:
(a) counterparts of this Amendment, executed by the Company and the
Banks (together with a related fee letter between the Company and the
Agent);
(b) Certified copies of resolutions of the Board of Directors of the
Company authorizing or ratifying the execution, delivery and performance by
the Company of this Amendment;
(c) A certificate of the President or a Vice-President of the Company
that all necessary consents or approvals with respect to this Amendment
have been obtained;
(d) A certificate of the Secretary or Assistant Secretary of the
Company, certifying the name(s) of the officer(s) of the Company authorized
to sign this Amendment and the documents related hereto on behalf of the
Company;
(e) An opinion of Xxxx Xxxxxxxxx covering those matters set forth in
Section 3.1(a) and 3.1(b) and such other legal matters as the Agent or its
counsel may request; and
(f) Such other instruments, agreements and documents as the Agent may
reasonably request, in each case duly executed as required and otherwise in
form and substance satisfactory to the Banks.
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3.3 DOCUMENTS REMAIN IN EFFECT. Except as amended or modified by
this Amendment, the Credit Agreement remains in full force and effect and the
Company confirms that its representations, warranties, agreements and
covenants contained in, and obligations and liabilities under, the Credit
Agreement and each of the other Loan Documents are true and correct in all
material respects as if made on the date hereof, except where such
representation, warranty, agreement or covenant speaks as of a specified
date. References to the Credit Agreement in any other document shall be
deemed to include a reference to the Credit Agreement as amended or modified
hereby, whether or not reference is made to this Amendment.
3.4 EXPENSES. The Company covenants to pay to or reimburse the
Agent, upon demand, for all costs and expenses (including legal expenses) in
connection with the development, preparation, negotiation, execution and
delivery of this Amendment and the Collateral Documents.
3.5 MISCELLANEOUS.
(a) Section headings used in this Amendment are for convenience of
reference only, and shall not affect the construction of this Amendment.
(b) This Amendment shall be a contract made under and governed by
the internal laws of the State of Illinois, without giving effect to
principles of conflicts of laws.
(c) All obligations of the Company and rights of the Banks and the
Agent, that are expressed herein, shall be in addition to and not in
limitation to those provided by applicable law.
(d) Whenever possible, each provision of this Amendment shall be
interpreted in such manner as to be effective and valid under applicable law;
but if any provision of this Amendment shall be prohibited by or invalid
under applicable law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Amendment.
(e) The Company acknowledges and agrees that the execution and
delivery by the Agent and the Banks of this Amendment shall not be deemed (i)
to create a course of dealing or otherwise obligate the Agent or the Banks to
forbear or execute similar amendments under the same or similar circumstances
in the future, or (ii) to amend, relinquish or impair any right of the Agent
or the Banks to receive any indemnity or similar payment from any Person or
entity as a result of any matter arising from or relating to this Amendment.
(f) This Amendment shall be binding upon and inure to the benefit
of the parties and thereto and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.
(g) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Each of the parties hereto
understands and agrees that this
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document (and any other document required herein) may be delivered by any
party thereto either in the form of an executed original or an executed
original sent by facsimile transmission to be followed promptly by mailing of
a hard copy original, and that receipt by the Agent of a facsimile
transmitted document purportedly bearing the signature of a Bank or the
Company shall bind such Bank or the Company, respectively, with the same
force and effect as the delivery of a hard copy original. Any failure by the
Agent to receive the hard copy executed original of such document shall not
diminish the binding effect of receipt of the facsimile transmitted executed
original of such document of the party whose hard copy page was not received
by the Agent.
(h) This Amendment, together with the Credit Agreement, contains
the entire and exclusive agreement of the parties hereto with reference to
the matters discussed herein and therein. This Amendment supercedes all
prior drafts and communications with respect thereto. This Amendment may not
be amended except in accordance with the provisions of Section 15.1 of the
Credit Agreement.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused the execution and delivery
hereof by their respective representatives thereunto duly authorized as of the
date first herein appearing.
ALLIED PRODUCTS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President & Chief
Executive Officer
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (as successor by merger to Bank of
America Illinois), as Agent
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION (as successor by merger to Bank of
America Illinois), in its individual corporate
capacity
By: /s/ Xxxx X. Xxxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxxx
Title: Sr. Vice President
LASALLE NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: SR. Vice President
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SUPPLEMENTAL SCHEDULE 9.5
ADVERSE CHANGE
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