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EXHIBIT 10(l)
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of August 2,
2000 (this "Amendment"), is among XXXXX INDUSTRIES, INC., an Ohio corporation
(the "Company"), the foreign subsidiary borrowers party hereto (the "Foreign
Subsidiary Borrowers", and together with the Company, the "Borrowers", the
lenders party hereto (collectively, the "Lenders") and BANK ONE, MICHIGAN, a
Michigan banking corporation, as agent for the Lenders (in such capacity, the
"Agent").
RECITALS
A. The Borrowers, the Agent and the Lenders are parties to a
Loan Agreement dated as of February 3, 1999, as amended by a First Amendment to
Loan Agreement dated August 2, 1999 (as now and hereafter amended, the "Loan
Agreement").
B. The Borrowers desire to amend the Loan Agreement, and the
Agent and the Lenders are willing to do so in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements
herein contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set
forth in Article III hereof, the Loan Agreement shall be amended as follows:
1.1 Reference in Section 6.14(viii) to "$10,000,000" shall be
deleted and "$15,000,000" shall be substituted in place thereof.
1.2 Section 6.16 is restated as follows:
6.16 DIVIDENDS. The Company will not, nor will it permit any
Subsidiary to, declare or pay any dividends or make any distributions
on its Capital Stock (other than dividends payable in its own Capital
Stock which is common stock) or redeem, repurchase or otherwise acquire
or retire any of its Capital Stock at any time outstanding, except that
(a) any Subsidiary may declare and pay dividends or make distributions
to the Company or to a Wholly-Owned Subsidiary and (b) provided that no
Default or Unmatured Default exists or would be caused thereby, the
Company may make such other dividends, redemptions or distributions (i)
for the fiscal year ending December 31, 2000, which, when aggregated
with all Investments made in such fiscal year pursuant to Section
6.13(vi), do not exceed in the aggregate an amount equal to 50% of the
consolidated net income of the Company and its Subsidiaries for such
fiscal year ending December 31, 2000 or (ii) for any other fiscal year,
which, when aggregated with all Investments made in such fiscal year
pursuant to Section 6.13(vi), do not exceed in the aggregate an amount
equal to 25% of the consolidated net income of the Company and its
Subsidiaries for such fiscal year. The Company will not issue any
Disqualified Stock.
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1.3 Section 6.21 is restated as follows:
6.21 INTEREST COVERAGE RATIO. The Company shall not permit its
Interest Coverage Ratio to be less than (a) 3.00 to 1.0 as of the last
day of any fiscal quarter ending on or before September 30, 2001 or (b)
3.50 to 1.0 as of the last day of any fiscal quarter.
1.4 A new Section 6.25 is added as follows:
6.25. CAPITAL EXPENDITURES. The Company will not, nor will it
permit any Subsidiary to, expend, or be committed to expend, for
capital expenditures during any one fiscal year on a non-cumulative
basis in the aggregate for the Borrower and its Subsidiaries, an amount
in excess of (a) $50,000,000 for the fiscal year ending December 31,
2000 or the fiscal year ending December 31, 2001 or (b) $40,000,000 for
any other fiscal year.
ARTICLE II. REPRESENTATIONS. Each Borrower represents and
warrants to the Agent and the Lenders that:
2.1 The execution, delivery and performance of this Amendment
is within its powers, has been duly authorized and is not in contravention of
any statute, law or regulation known to it or of any terms of its Articles of
Incorporation or By-laws, or of any material agreement or undertaking to which
it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation
of each Borrower enforceable against each in accordance with the terms hereof.
2.3 After giving effect to the amendments contained herein,
the representations and warranties contained in Article V of the Loan Agreement
are true on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
2.4 No Default or Unmatured Default exists or has occurred and
is continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall
become effective as of the date hereof when each of the following conditions is
satisfied:
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3.1 The Borrowers and the Required Lenders shall have signed
this Amendment.
3.2 The Borrowers and the Guarantors shall have delivered such
resolutions and officer's certificates as the Agent may reasonably request.
3.3 The Company shall have delivered to the Agent such other
documents and satisfied such other conditions, if any, as reasonably requested
by the Agent.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Loan Agreement or in any other Loan
Document to the Loan Agreement shall be deemed to be references to the Loan
Agreement as amended hereby and as further amended from time to time.
4.2 Except as expressly amended hereby, the Borrowers and
Guarantors agree that the Loan Agreement and all other Loan Documents are
ratified and confirmed, as amended hereby, and shall remain in full force and
effect in accordance with their terms and that they are not aware of any set
off, counterclaim, defense or other claim or dispute with respect to any of the
foregoing.
4.3 Terms used but not defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement. This Amendment may
be signed upon any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument, and telecopied
signatures shall be effective as originals.
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IN WITNESS WHEREOF, the parties signing this Amendment have
caused this Amendment to be executed and delivered as of the day and year first
above written.
XXXXX INDUSTRIES, INC
By: /s/ Xxxxxxx X. Xxxxxxxx
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FOREIGN SUBSIDIARY BORROWERS:
XXXXX XX, SA
By: /s/ Xxxxxxx X. Xxxxxxxx
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MYELin INTERNATIONAL FINANCE, SA
By: /s/ Xxxxxxx X. Xxxxxxxx
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LISTO PRODUCTS LIMITED, FORMERLY
KNOWN AS 18936 YUKON INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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BANK ONE, MICHIGAN, as Agent and as a
Lender
By: /s/ Xxxx X. Xxxxxx
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BANK ONE, CANADA
By: /s/ Xxxx X. Xxxxxx
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SOCIETE GENERALE NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxx
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KEYBANK NATIONAL ASSOCIATION
By: /s/ X. X. Xxxxxx
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THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxx
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MELLON BANK, N.A.
By: /s/ Xxxxx X. XxXxxxxxx
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NATIONAL CITY BANK
By: /s/ Xxxxx X. Xxxxxx
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STAR BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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FIRSTMERIT BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
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FIFTH THIRD NATIONAL BANK
By: /s/ Xxx X. Xxxxxxx
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DEN DANSKE BANK
By: /s/ Xxxxxx X. Xxxxx
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By: /s/ Xxxx X. X'Xxxxx
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COMERICA BANK
By: /s/ Xxxxxxx X. Judge
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CONSENT AND AGREEMENT
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As of the date and year first above written, each of the
undersigned hereby:
(a) fully consents to the terms and provisions of the above
Amendment and the consummation of the transactions contemplated hereby and
agrees to all terms and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty and all other agreements
executed by any of the undersigned in connection with the Credit Agreement or
otherwise in favor of the Agent or the Banks (collectively, the "Security
Documents") are hereby ratified and confirmed and shall remain in full force and
effect, and each of the undersigned acknowledges that it has no setoff,
counterclaim or defense with respect to any Security Document; and
(c) acknowledges that its consent and agreement hereto is a
condition to the Banks' obligation under this Amendment and it is in its
interest and to its financial benefit to execute this consent and agreement.
BUCKHORN, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
AMERI-KART CORP.
By: /s/ Xxxx X. Xxxxxxx
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BUCKHORN RUBBER PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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PATCH RUBBER COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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