SECOND AMENDMENT TO
SECURED CREDIT
AGREEMENT
THIS SECOND AMENDMENT TO SECURED CREDIT AGREEMENT (It Amendment")
is made and entered into as of the 30th day of May, 2003, by and
among Cycle Country Accessories Corporation, an Iowa corporation
("Cycle Country Iowa"), Cycle Country Accessories Corp., a
Nevada corporation ("Cycle Country Nevada") and Bank Midwest,
Minnesota Iowa, N.A., a national banking association
("Lenderlt).
RECITALS
A. The Borrowers and the Lender are parties to that certain
Secured Credit Agreement dated as of August 21, 2001 as
amended by the First Amendment to Secured Credit Agreement
dated 7-22 , 2002 (as so amended, the "Credit Agreement"),
whereby Lender extended certain credit facilities to the
Borrowers upon the terms and conditions set forth in the
Credit Agreement. Capitalized terms not otherwise defined in
this Amendment shall have the meanings given them in the
Credit Agreement.
B. The Borrowers have requested the Lender to amend the Credit
Agreement as set forth herein, and the Lender is willing to
agree to such amendment, all upon and subject to the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the Recitals and the mutual
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to the Credit Agreement.
a. The first unlettered paragraph appearing in Section
2.1 of the Credit Agreement shall be amended in its
entirety and as so amended shall be restated to read
as follows:
The Revolving Credit Loans shall bear interest
(which the Borrowers jointly and severally
promise to pay at the times herein provided) at
the rate per annum equal to the Prime Rate as in
effect from time to time plus three quarters of
one percent (0.75%) per annum; provided that the
interest rate on the Revolving Credit Loans
shall not at any time: (i) except if not paid
when due, exceed seven percent (7%) per annum,
or (ii) be less than four and three-quarters
percent (4.75%) per annum. If the Revolving
Credit Loans or any part thereof is not paid
when due (whether by lapse of time, acceleration
or otherwise) the Revolving Credit Loans shall
bear interest (which the Borrowers jointly and
severally promise to pay at the times herein
provided), whether before or after judgment,
until payment in full thereof at the rate per
annum determined by adding two percent (2%) per
annum to the interest rate which would otherwise
be applicable thereto from time to time;
provided further, that in no event would such
rate of interest exceed nine percent (9%) per
annum nor be less than six and three-quarters
percent (6.75%) per annum.
b. The definition of "Revolving Credit Commitment' appearing in
Section 4.1 of the Credit Agreement shall be amended in its
entirety and as so amended shall be restated to read as
follows:
"Revolving Credit Commitment' shall mean the principal
amount of $1,000,000, as of any date on and after May
1, 2003 to and including the Termination Date."
c. The definition of "Termination Date" appearing in Section
4.1 of the Credit Agreement shall be amended in its
entirety and as so amended shall be restated to read as
follows:
"Termination Date" means (i) December 31, 2004, if
such day is a Business Day, but if not then the
Business Day immediately proceeding such day, or (ii)
such earlier date on which the Revolving Credit is
terminated pursuant to Section 9 hereof.
d. Section 8.7 of the Credit Agreement shall be amended in its
entirety and as so amended shall be restated to read as
follows:
The Borrowers will as of the last day of each fiscal
quarter ending during the periods specified below
maintain the Term Debt Coverage Ratio for the
preceding four (4) fiscal quarters of the Borrowers
then ended of not less than the following:
From 5/31/03 to and including 9/30/03 1.10 to 1.0
From 10/1/03 to and including 9/30/04 1.15 to 1.0
From 10/1/04 and thereafter 1.20 to 1.0
e. Section 8.8 of the Credit Agreement shall be amended in its
entirety and as so amended shall be restated to read as
follows:
The Borrowers will at all times during the periods
specified below maintain a ratio of Total Liabilities
to Tangible Net Worth of not more than the following:
From 5/31/03 to and including 9/30/03 2.0 to 1/0
From 10/1/03 to and including 9/30/2004 1.75 to 1.0
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From 10/1/04 and thereafter 1.50 to 1.0
f. Section 8.9 of the Credit Agreement shall be amended in its
entirety and as so amended shall be restated to read as
follows:
Cycle Country Iowa will as of the last day of each
fiscal quarter maintain a ratio of current assets to
current liabilities (each to be determined in
accordance with GAAP) of not less than 1.50 to 1.0.
2. Representations. Without limiting the generality of Section
10.6 of the Credit Agreement or any other term or provision
thereof and in addition thereto to the extent necessary, the
Borrowers represent and warrant to the Lender as follows: (i)
the covenants, representations and warranties of the Borrowers
as set forth in the Credit Agreement are hereby made again as
of the date hereof and are true and correct in all respects as
of the date hereof, (ii) as of the date hereof, there is no
Event of Default in existence, or any other act, omission,
matter or other occurrence whatsoever which, with the giving of
notice or the passage of time, or both, would give rise to or
constitute an Event of Default; (iii) each of the Borrowers has
(i) full power, authority and legal right to own and operate
all of its properties and assets and to carry on its respective
business as now conducted and as proposed to be conducted; and
(ii) all requisite corporate power and authority to execute,
deliver and fully perform all of the terms and conditions of
this Amendment and all other agreements, documents and
instruments contemplated hereby. All representations and
warranties contained in this Amendment shall survive the
execution and delivery hereof and any investigation made by the
Lender or its agents or representatives.
3. Conditions to Effectiveness of Amendment. This Amendment shall
become effective only upon the satisfaction of each of the
following conditions precedent:
a. Execution and delivery by the Borrowers and the Lender of
this Amendment.
b. Delivery to the Lender of Resolutions adopted by each of
the Borrower's Board of Directors authorizing the
transactions contemplated by this Amendment.
c. An Opinion of Counsel to the Borrowers regarding this Amendment
and the transactions contemplated hereby or referred to herein, in
a form and substance satisfactory to the Lender and its Counsel.
Closing Fee The Borrowers shall pay to the Lender a nonrefundable
closing fee of $5,000.
Expenses. The Borrower agrees to pay to the Lenders. as additional
consideration for this Amendment, all costs and expenses incurred by
the Lender (including, without limitation, attorneys' fees not in
excess of Fifteen Hundred Dollars ($1,500) in connection with the
preparation, execution and delivery of this Amendment and all matters
related hereto.
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6. Effective Time. This Amendment shall be effective as of the
date hereof upon satisfaction of the conditions set forth in
paragraphs 3 and 4.
7. Continuing Effect. All of the terms and conditions of the
Credit Agreement and the other Loan Documents remain in full
force and effect, as amended hereby.
8. No Waiver. Nothing herein is intended or shall be construed as
a waiver by the Lender of any breach, default or other
nonfulfillment by the Borrowers under the Credit Agreement or
any of the other Loan Documents.
9. No Future Obligation to Amend. The Borrowers hereby expressly
recognize and agree that the Lender was in no way obligated or
required to enter into this Amendment, and that the Lender has
not agreed to and is not obligated or required to, in the
future, waive, revise, alter or amend any of the terms or
conditions of the Credit Agreement or any of the other Loan
Documents.
10. Receipt. The Borrowers hereby acknowledges receipt of a true and
correct copy of this Amendment.
11. Headings and Captions. The titles or captions of sections and
paragraphs in this Amendment are provided for convenience of
reference only, and shall not be considered a part hereof for
purposes of interpreting or applying this Amendment, and such
titles or captions do not defme, limit, extend, explain or
describe the scope or extent of this Amendment or any of its
terms or conditions.
12. Further Documents and Actions. Each of the Borrowers agrees to
execute and deliver to the Lender such additional documents and
to take all such further actions as the Lender may reasonable
require in order to reflect the amendments to the Credit
Agreement effected by this Amendment.
13. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute one and the same
instrument.
14. Recitals. The Recitals set forth in the forepart of this
Amendment are true and correct and are an integral part of this
Amendment.
15. Governing Law. This Amendment shall be governed by and construed
in accordance with the internal laws of the state of Iowa.
16. Entire Understanding. This Amendment, together with the Credit
Agreement, as amended, and other Loan Documents, constitutes the
entire understanding of the parties with respect to the subject
matters hereof and any prior agreements, whether written or
oral, with respect thereto are superseded hereby, This Amendment
shall be deemed to be part of the Credit Agreement.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT
SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE
ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT
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CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY
CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first set forth above.
Cycle Country Accessories Corporation Bank Midwest, Minnesota Iowa, N.A.
By: /s/ Xxxxxx X Xxxxxxx /s/ Xxxx Xxxxxxx
-------------------------- -------------------
Xxxxxx X. Xxxxxxx, President Xxxx Xxxxxxx, Sr. Vice President
Cycle Country Accessories Corp.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
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