Exhibit 10.2
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
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THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Second
Amendment") is made as of the 31st day of July, 2003 by and among Home
Products International-North America, Inc. ("Borrower"), the lenders who are
signatories hereto ("Lenders"), and Fleet Capital Corporation, a Rhode
Island corporation ("FCC"), as agent for Lenders hereunder (FCC, in such
capacity, being "Agent").
W I T N E S S E T H:
WHEREAS, Borrower, Agent and Lenders entered into a certain Loan and
Security Agreement dated as of October 31, 2001 as amended by that certain
First Amendment to Loan and Security Agreement dated June 1, 2003 by and
among Borrower, Agent and Lenders (said Loan and Security Agreement, as so
amended, is hereinafter referred to as the "Loan Agreement"); and
WHEREAS, Borrower desires to amend and modify certain provisions of the
Loan Agreement and, subject to the terms hereof, Agent and Lenders are
willing to agree to such amendments and modifications;
NOW THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and any extension of credit heretofore, now
or hereafter made by Agent and Lenders to Borrowers, the parties hereto
hereby agree as follows:
1. Definitions. All capitalized terms used herein without definition
shall have the meaning given to them in the Loan Agreement.
2. Term of Agreement. Section 4.1 of the Loan Agreement is hereby
deleted and the following is inserted in its stead:
"4.1 Term of Agreement. Subject to Agent's and Lenders'
right to cease making Loans to Borrower upon or after the
occurrence of any Default or Event of Default, this Agreement
shall be in effect through and including March 31, 2008 (the
"Original Term")."
3. Amendment Fee. In order to induce Agent and Lenders to enter into
this Second Amendment, Borrower shall pay to Agent for the ratable benefit
of Lenders an amendment fee of Fifty Thousand Dollars ($50,000) which
amendment fee shall be fully earned, non-refundable and due and payable on
the date hereof.
4. Execution in Counterparts. This Second Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
5. Conditions Precedent. This Second Amendment shall become effective
on the satisfaction of each of the following conditions precedent:
(a) Borrower, Agent and Lenders shall have executed and delivered
to each other this Third Amendment; and
(b) Borrower shall have paid to Agent, for the ratable benefit of
Lenders, the Fifty Thousand Dollar ($50,000) amendment fee.
The date on which all of the conditions precedent to the
effectiveness of this Second Amendment have been satisfied or waived is
hereinafter referred to as the "Second Amendment Effective Date."
6. Continuing Effect. Except as otherwise specifically set out herein,
the provisions of the Loan Agreement shall remain in full force and effect.
(Signature Page Follows)
(Signature Page to Second Amendment to Loan and Security Agreement)
IN WITNESS WHEREOF, this Second Amendment has been duly executed as of
the day and year specified at the beginning hereof.
HOME PRODUCTS
INTERNATIONAL-NORTH AMERICA, INC.
("Borrower")
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive V.P. & CFO
FLEET CAPITAL CORPORATION,
("Agent" and a "Lender")
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: SVP
CONSENTED AND AGREED TO
this 31st day of July, 2003.
HOME PRODUCTS INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive V.P. & CFO
