FIRST AMENDMENT TO
AMENDMENT AND EXTENSION AGREEMENT
NBD Bank ("NBD" or "Lender", Secom General Corporation ("Secom"),
Form Flow, Inc. ("Form Flow), L & H Die, Inc. ("L&H"), Micanol, Inc.
("Micanol"), Uniflow, Corporation ("Uniflow "), MMC Manufacturing Corp. f/k/a
Milford Manufacturing, Corporation ("Milford "), Tri-Tec Plastics
Corporation ("Tri-Tec"), and Triple Tool, Inc. ("Triple Tool") enter into
this First Amendment to Amendment and Extension Agreement (this "First
Amendment" on February 2, 1999, effective February 1, 1999. For convenience
(i) Secom, Form Flow, L&H, Micanol, Uniflow, and Milford are referred to
herein, collectively, as "Borrowers" and, individually, as a "Borrower," (ii)
Secom, Form Flow, L&H, Micanol, Uniflow, and Milford in their capacity as
guarantor of another Borrower's debt to NBD, Tri-Tec pursuant to the
Tri-Tec/Uniflow Guaranty (defined herein), Triple Tool pursuant to the Triple
Tool/Uniflow Guaranty (defined herein), and any other person or entity who
guaranteed the obligations of one or more of Borrowers to NBD are referred to
herein, collectively, as "Guarantors", and, individually, as a "Guarantor,"
and (iii) Borrowers, Guarantors, Tri-Tec and Triple Tool are referred to
herein, collectively, as the "Parties" and, individually, as a "Party."
RECITALS
A. Secom, Form Flow, L&H, Micanol, Uniflow, Milford and NBD are
parties to an Amendment and Extension Agreement dated as of November 25, 1998
("Extension Agreement"). Capitalized terms used but not defined in this First
Amendment have the same meanings as in the Extension Agreement.
B. On January 11, 1999, there was (i) $2,333,309.49 in principal
owing by the Borrowers to NBD under the Line of Credit, (ii) $615,592.35 in
principal owing by the Borrowers to NBD under the Term Loan, and (iii)
$623,180 in principal owing by the Borrowers to NBD under the Equipment Line
of Credit Note, plus accrued but unpaid interest costs and expenses
(including attorneys' fees) called for by the Loan Documents (all of these
obligations together with all other principal and interest due or becoming
due to NBD together with all other sums, indebtedness and liabilities of any
and every kind now or hereafter owing and to become due from Borrowers to
NBD, however created, however incurred, evidenced, acquired or arising and
whether direct or indirect, primary, secondary, fixed or contingent, matured
or unmatured, joint, several, or joint and several, and whether for
principal, interest, reimbursement obligations, indemnity obligations,
obligations under guaranty agreements, fees, costs, expenses, or otherwise
and all of the Borrowers' obligations under the Extension Agreement and this
First Amendment, together with all other present and future obligations of
the Borrowers to NBD, and Tri-Tec's obligations pursuant to the
Tri-Tec/Uniflow Guaranty, and Triple Tool's obligations pursuant to the
Triple Tool/Uniflow Guaranty, are collectively referred to as the
"Obligations").
C. Tri-Tec acknowledges and agrees it executed a Continuing Security
Agreement dated December 19, 1991, (the "Tri-Tec Security Agreement")
granting NBD a first prior lien on
a portion of its assets, including, but not limited to, accounts, chattel
paper and general intangibles, to secure the portion of the Obligations
attributed to Secom, L&H, Form Flow, Uniflow, Micanol, and Triple Tool.
Triple Tool acknowledges and agrees it executed a Continuing Security
Agreement dated December 19, 1991, (the "Triple Tool Security Agreement")
granting NBD a first prior lien on a portion of its assets, including, but
not limited to, accounts, chattel paper, and general intangibles, to secure
the portion of the Obligations attributed to Secom, L&H, Form Flow, Uniflow,
Micanol, and Tri-Tec.
D. Tri-Tec acknowledges and agrees that it executed a Continuing
Guaranty, for the benefit of NBD, dated April 3, 1992, guaranteeing all of
the obligations of Uniflow to NBD, then existing or thereafter arising (the
"Tri-Tec/Uniflow Guaranty"). Triple Tool acknowledges and agrees that it
executed a Continuing Guaranty for the benefit of NBD, dated April 3, 1992,
guaranteeing all of the obligations of Uniflow to NBD, then existing or
thereafter arising (the "Triple Tool/Uniflow Guaranty").
E. Each Party acknowledges and agrees that (a) the Extension
Agreement is in full force and effect; (b) NBD has fully performed all of its
obligations under the Loan Documents (including the Extension Agreement); (c)
NBD has no obligation to continue to lend to the Borrowers, and any future
loans will be made in NBD's sole discretion; (d) NBD has no obligation to
forbear from enforcing its rights and remedies beyond February 1, 1999, and
(e) NBD has made no representation or agreement that funding in any amount
will continue, or that the Extension Period will be extended beyond its
expiration date.
F. Each Party also acknowledges and agrees that the actions taken by
NBD to date in furtherance of the Loan Documents (including the Extension
Agreement) are reasonable and appropriate under the circumstances and are
within NBD's rights under the Loan Documents and applicable law.
G. The Parties have requested that NBD amend the Extension Agreement
in order to extend the Extension Period to May 1, 1999, and amend the
financial covenants based upon the updated cash flow projections provided by
the Borrowers, attached hereto and made a part hereof as Exhibit A (the
"Updated Cash Flow Projections"), all as specified herein.
H. As set forth in this First Amendment, NBD and the Parties have
agreed to amend the Extension Agreement and have reached certain other
agreements.
AGREEMENT
Based on the foregoing Recitals (which are incorporated into this
First Amendment as agreements, representations, warranties and covenants of
the respective Parties, as the case may
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be), and for other good and valuable consideration, the receipt and adequacy
of which is mutually acknowledged by the parties hereto, each of the Parties
and NBD agree as follows:
1. Amendments to the Extension Agreement.
(a) Paragraph 1(a) of the Extension Agreement is hereby amended
in its entirety and replaced by the following:
"(a) Subject to the following conditions and those set forth
below, NBD agrees to waive the Existing Defaults through May 1,
1999 (the "Extension Period"), at which time, unless earlier
demand is made, all Obligations shall be due and payable in full
without further notice or demand by NBD."
(b) Paragraph 2 of the Extension Agreement is hereby amended in its
entirety and replaced by the following:
2. Financial Covenants During Extension Period. Attached to
the First Amendment as Exhibit A is a copy of projection prepared
be Borrowers (the "Projections") of operating results and cash
flows through June 30, 1999. In accordance with the Projections,
and as an accommodation to Borrowers, anything to the contrary in
the Loan Documents notwithstanding, through the Extension Period,
The following financial covenants shall be applicable, rather than
the Cash Flow Coverage Ratio, Tangible Capital Funds and Current
Ratio covenants set forth in the Credit Agreement:
(a) Borrowers' Total Equity shall not be less $7,750,000. For
the purposes of this covenant, "Total Equity" means book net worth
determined in accordance with generally accepted accounting
principles;
(b) Borrowers' Total Liabilities to Total Equity shall not
exceed 2.1 to 1.0. Notwithstanding anything in the Loan Documents
to the contrary, for the purposes of this covenant, "Total
Liabilities" means all liabilities of Borrowers of any nature
whatsoever;
(c) Borrowers' Current Ratio shall not be less than 0.65 to
1.0;
(d) Borrowers' EBITD shall not be less than negative $45,000
for the month of December, 1998; and
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(e) Borrowers' EBITDA shall not be less than $200,000 for the
month of January, 1999, not less than $215,000 for the month of
February, 1999, not less than $225,000 for the month of March,
1999, and not less than $225,000 for the month of April, 1999."
2. Extension Fee/Legal Fees and Expenses. In consideration for NBD
to extend the Extension Period, simultaneously with the execution of this
First Amendment, Borrowers must pay to NBD a $35,000 fee (the "Extension
Fee"), which shall be deemed fully, earned when due. In addition, the
Borrowers must also pay, simultaneously with the execution of this First
Amendment, $5,075.86, which represents reimbursement for legal fees and
expenses incurred by NBD for the months of November and December, 1998.
3. References to Loan Documents. All references (a) to Loan
Documents include the Extension Agreement, the First Amendment, the Tri-Tec
Security Agreement, the Triple Tool Security Agreement, and all security
agreements, pledge agreements, notes, assignments and other documents and
instruments executed by the Borrowers in connection with or in furtherance of
the Extension Agreement and the First Amendment; (b) to Guarantor Loan
Documents include the Extension Agreement, the First Amendment, the
Tri-Tec/Uniflow Guaranty, the Triple Tool/Uniflow Guaranty, and all security
agreements, guaranties, pledge agreements, notes, assignments and other
documents and instruments executed by the Guarantors, Tri-Tec, or Triple Tool
in connection with or in furtherance of Extension Agreement and the First
Amendment; (c) to Obligations include all of each Borrower's, Tri-Tec's and
Triple Tool's obligations to NBD under the Loan Documents, Extension
Agreement, the First Amendment, and all documents, instruments and agreements
executed in connection with or in furtherance of these agreements, including
the Obligations as defined hereunder; and (d) to Collateral include all
collateral security granted to NBD in accordance with the Extension
Agreement, the First Amendment, the Tri-Tec Security Agreement, and the
Triple Tool Security Agreement, and all documents, instruments and agreements
executed in connection with or in furtherance of either or both of these
agreements to secure any of the Obligation or any other obligation of any one
or more of the Parties to NBD, (e) and to Guaranties includes the
Tri-Tec/Uniflow Guaranty and the Triple Tool/Uniflow Guaranty.
4. Additional Documents. Each of the Parties agrees to execute any
documents reasonably deemed necessary or appropriate by NBD to carry out the
intent of or implement this First Amendment or any of the other Loan
Documents.
5. Loan Document Remain In Force. Except as expressly modified and
amended by the terms of this First Amendment, all of the other terms and
conditions of the Loan Documents (including the Extension Agreement and the
Guaranties and all documents and agreements referred to or incorporated
therein or executed in connection therewith) remain in full force and effect
and are hereby ratified, confirmed and approved. Each Party, jointly and
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severally, reaffirms, ratifies and confirms the liens, mortgages, assignments
and security interests granted to NBD in the Collateral under the Loan
Documents (including the Extension Agreement) or otherwise and acknowledges
and agrees that any and all collateral security heretofore, simultaneously
herewith or hereafter granted to NBD by any Party shall secure all of that
Party's present and future obligations to NBD and all present and future
obligations of any one or more of the other Parties to NBD. If there is an
express conflict between the terms of this First Amendment and the terms of
the Loan Documents (including the Extension Agreement), the terms of this
First Amendment shall govern and control. Furthermore, as of the date hereof,
each of the Parties hereby restates and republishes each representation,
warranty, covenant, and agreement contained in the Loan Documents (including
the Extension Agreement) and each such representation, warranty, covenant and
agreement is incorporated herein by reference. Without limiting the
generality of the immediately preceding sentence, each of the Parties
acknowledges and agrees that each of the Guaranties remain in full force and
effect and extends cover all of the Obligations, that all subordination
agreements given by any of the Parties in favor of NBD remain in full force
and effect and are hereby ratified and confirmed. Each of the Parties hereby
consents to all of the terms and conditions of this First Amendment and of
all agreements referred to or incorporated herein.
6. Reservation of Rights.
(a) Notwithstanding anything to the contrary in this First
Amendment, all of NBD's rights and remedies against each of the Parties are
expressly reserved. Likewise, nothing herein shall be deemed to constitute a
waiver of any default existing as of the date hereof, a further worsening of
such default, or new Events of Default or defaults, except for the Existing
Defaults, or shall in any way prejudice the rights and remedies of NBD the
Loan Documents (including the Extension Agreement and any of the Guaranties)
or applicable law. Further, NBD shall have the right to waive any conditions
set forth in this First Amendment or the Loan Documents, in its sole
discretion, and any waiver shall not prejudice, waive or reduce any other
right or remedy which NBD may have against any of the Parties. However, the
Parties to this First Amendment and the Loan Documents agree that no waiver
by NBD of any right or condition of this First Amendment or the Loan
Documents shall be effective unless contained in a writing signed by an
authorized agent of NBD.
(b) ANYTHING CONTAINED IN THIS FIRST AMENDMENT OR IN ANY OTHER
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, NOTHING CONTAINED IN THIS FIRST
AMENDMENT OR IN ANY OTHER AGREEMENT SHALL IN ANY WAY RESTRICT OR PROHIBIT
NBD'S RIGHT TO BLOCK, STOP OR PROHIBIT PAYMENTS TO ANY SUBORDINATED
CREDITOR(S).
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7. Entire Agreement, Etc.
(a) This First Amendment constitutes the entire understanding the
Parties and NBD with respect to the subject matter hereof and may only be
modified or amended by a writing signed by the party to be charged. This
First Amendment shall be governed by the internal laws of the State of
Michigan that are applicable to contracts made and to be performed wholly
within the State of Michigan, without regard to conflict of law principles.
This First Amendment is binding on each Party and its successors, assigns,
heirs and personal representatives, and shall inure to the benefit of NBD,
and its successors and assigns. If any of the provisions of this First
Amendment are in conflict with any applicable statute or rule of law or
otherwise unenforceable, the offending provision shall be null and void to
the extent of such conflict or unenforceability only, and shall be deemed
separate from and shall not invalidate any other provision of this First
Amendment.
(b) This First Amendment is being entered into among competent
persons who are experienced in business and represented by counsel (or who
have had the opportunity to be represented by counsel) and has been reviewed
by the Parties and their counsel, if any. Therefore, any ambiguous language
in this First Amendment will not necessarily be construed against any
particular party as the drafter of that language.
(c) This First Amendment may be executed in counterparts, each of
which shall be deemed an original, but together they shall constitute one and
the same instrument. Facsimile copies of signatures shall be treated as
original signatures for all purposes.
(d) From and after the date of this First Amendment references in
the Loan Documents and all other documents executed pursuant to or in
connection with the Loan Documents (as each of the foregoing is amended
hereby or pursuant hereto), to the Loan Documents (including the Extension
Agreement) shall be deemed references to the Loan Documents (including the
Extension Agreement) as amended hereby.
(e) The terms "include", "includes", and "including" are to be
treated as if followed by "without limitation" whether or not they are
followed by these words or words with a similar meaning.
(f) All headings are inserted for convenience of reference only and
shall not affect any construction or interpretation of this First Amendment.
8. Additional Representations. Each Party represents and warrants to the
NBD that:
(a) (i) The execution, delivery and performance of this First
Amendment by the Parties and all agreements and documents delivered pursuant
hereto by the Parties have been
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duly authorized by all necessary corporate action and does not and will not
require any consent or approval of their stockholders, violate any provision
of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to them or of
their articles of incorporation or bylaws, or result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Parties are a party or by
which any of them or any of their property may be bound or affected; (ii) no
authorization, consent, approval, license, exemption of or filing a
registration with any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, is or will be
necessary to the valid execution, delivery or performance by the Parties of
this First Amendment and all agreements and documents delivered pursuant
hereto; and (iii) this First Amendment and all agreements and documents
delivered pursuant hereto by any one or more of the Parties are the legal,
valid and binding obligations of each Party enforceable against each Party in
accordance with the terms thereof.
(b) After giving effect to the amendments contained herein and
effected pursuant hereto, all of the representations and warranties contained
in the Loan Documents are true and correct on and as of the date hereof with
the same force and effect as if made on and as of the date hereof.
(c) Except for the Existing Defaults, each Party has duly and
properly performed, complied with and observed each of its covenants,
agreements and obligations contained in the Loan Documents.
(d) The financial statement of the Borrowers for the two month
period ended November 30, 1998, a copy of which has been furnished to NBD,
presents fairly the financial condition of the Borrowers at such date and the
results of the operations of the Borrowers for the period indicated, all
substantially in accordance with generally accepted accounting principles
applied on a consistent basis, and since this date there has been no material
adverse change in any Borrower's financial condition.
(e) No one or more of the Parties has assigned any claim, set off or
defense to any individual or entity.
(f) This First Amendment and all of the written materials delivered
by any one or more of the Parties to NBD in connection with the transactions
contemplated hereby do not contain any statement that is false or misleading
with respect to any material fact and do not omit to state a material fact
necessary in order to make the statements therein not false or misleading.
There is no additional fact of which any Party is aware that has not been
disclosed in writing to NBD that materially affects adversely or, so far as
each Party can reasonably foresee, will materially affect adversely any
Party's financial condition or business Prospects.
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(g) All Parties executing this First Amendment in a representative
capacity warrant that they have authority to execute this First Amendment and
legally bind the entity they represent.
9. Survival; Reliance. All agreements, representations and
warranties made in this First Amendment (and all agreements referred to or
incorporated herein) shall survive the execution of this First Amendment
(and all documents and agreements referred to or incorporated herein).
Notwithstanding anything in this First Amendment (or any Documents or
agreements referred to or incorporated herein) to the contrary, no
investigation or inquiry by NBD (including by its agents) with respect to any
matter which is the subject of any representation, warranty, covenant or
other agreement set forth herein or therein is intended, nor shall it be
interpreted, to limit, diminish or otherwise affect the full scope and effect
of any such representation, warranty, covenant or other agreement. All terms,
covenants, agreements, representations and warranties of each Party made
herein (or in any documents, covenants, agreements referred to or incorporated
herein), or in any certificate or other document delivered or to be delivered
pursuant hereto shall be deemed to be material and to have been relied upon
by NBD, notwithstanding any investigation heretofore or hereafter made by NBD
or its agent.
10. Impairment of Collateral. The execution and delivery of this
First Amendment (and all agreements and documents referred to herein) in no
manner shall impair or affect any other security (by endorsement or
otherwise) for the Obligations or any one or more of the Parties' other
obligations to NBD. No security taken heretofore or hereafter as security for
the Obligations shall impair in any manner or affect this First Amendment (or
any agreement or document referred to herein). All present and future
additional security is cumulative security.
11. Time Is of the Essence. Each of the Parties acknowledges and
agrees that time is of the essence as to each and every term and provision of
this First Amendment and each of the Loan Documents.
12. Non-Waiver. No failure or delay on the part of NBD in the
exercise of any power or right, and no course of dealing between any one or
more of the Parties and NBD, shall operate as a waiver of such power or
right, nor shall any single or partial exercise of any power or right
preclude other or further exercise thereof or the exercise of any other power
or right. The remedies provided for herein are cumulative and not exclusive
of any remedies which may be available to NBD at law or in equity. No notice
to or demand on any Party not required hereunder or under the Loan Documents
shall in any event entitle any such Party to any other or further notice or
demand in similar or other circumstances or constitute a waiver the right of
NBD to any other or further action in any circumstances without notice or
demand. Any waiver of any provision of this First Amendment or the Loan
Documents, and any consent to any departure by any one or more of the Parties
from the terms of any provision of this First Amendment or the Loan
Documents, shall be effective only if in writing signed by an authorized
officer of NBD and only in the specific instance and for the specific purpose
for which given.
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13. No Other Promises or Inducements. There are no promises or
inducements which have been made to any signatory hereto to cause such
signatory to enter into this First Amendment other than those which are set
forth in this First Amendment.
14. STATUTE OF FRAUDS. THIS FIRST AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALL
PRIOR AND CONTEMPORANEOUS ORAL AGREEMENTS, IF ANY, BETWEEN NBD, ON THE ONE
HAND, AND ANY ONE OR MORE OF THE PARTIES, ON THE OTHER HAND, ARE MERGED INTO
THIS FIRST AMENDMENT AND SHALL NOT SURVIVE THE EXECUTION OF THIS FIRST
AMENDMENT.
15. RELEASE. AS FURTHER CONSIDERATION FOR THE AGREEMENTS AND
UNDERSTANDINGS HEREIN, EACH PARTY INDIVIDUALLY, JOINTLY, SEVERALLY, AND
JOINTLY AND SEVERALLY, IN EVERY CAPACITY, INCLUDING BUT NOT LIMITED TO, AS
SHAREHOLDERS, OFFICERS, PARTNERS, DIRECTORS, INVESTORS OR CREDITORS OF ANY
ONE OR MORE OF THE PARTIES, EACH OF THEIR EMPLOYEES, AGENTS, EXECUTORS,
SUCCESSORS AND ASSIGNS, HEREBY RELEASE NBD, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND
ASSIGNS FROM ANY LIABILITY, CLAIM, RIGHT OR CAUSE OF ACTION WHICH NOW EXISTS,
OR HEREAFTER ARISES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY
RELATED TO FACTS IN EXISTENCE AS OF THE DATE HEREOF. BY WAY OF EXAMPLE AND
NOT LIMITATION, THE FORGOING INCLUDES ANY CLAIMS IN ANY WAY RELATED TO
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY NBD UNDER THE LOAN DOCUMENTS, THE
BUSINESS RELATIONSHIP WITH NBD AND ALL OTHER OBLIGATIONS OF ANY NATURE OR
KIND OF ANY ONE OR MORE OF THE PARTIES, ANY ORAL AGREEMENTS OR UNDERSTANDINGS
(ACTUAL OR ALLEGED), ANY BANKING RELATIONSHIPS THAT ANY ONE OR MORE OF THE
PARTIES HAS OR MAY HAVE HAD WITH NBD AT ANY TIME AND, FOR ANY REASON
INCLUDING, BUT NOT LIMITED TO, DEMAND DEPOSIT ACCOUNTS, OR OTHERWISE.
16. WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT.
(a) EACH PARTY ACKNOWLEDGES THAT (1) THEY HAVE FULLY READ ALL OF
THIS FIRST AMENDMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH
COUNSEL AND OTHER ADVISORS OF THEIR CHOICE, AND AFTER CONSULTING WITH SUCH
COUNSEL AND/OR
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ADVISORS, KNOWINGLY, VOLUNTARILY AND WITHOUT DURESS, COERCION, UNLAWFUL
RESTRAINT, INTIMIDATION OR COMPULSION, ENTER INTO THIS FIRST AMENDMENT, BASED
UPON SUCH ADVICE AND COUNSEL AND IN THE EXERCISE OF THEIR BUSINESS JUDGMENT,
(2) THIS FIRST AMENDMENT HAS BEEN ENTERED INTO IN EXCHANGE FOR GOOD AND
VALUABLE CONSIDERATION, RECEIPT OF WHICH THE PARTIES HERETO ACKNOWLEDGE,
(3) THEY HAVE CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS
OF THIS FIRST AMENDMENT AND ARE NOT RELYING ON THE OPINIONS OR ADVICE OF NBD
OR ITS RESPECTIVE AGENTS OR REPRESENTATIVES IN ENTERING INTO THIS FIRST
AMENDMENT.
(b) THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY
IS A CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. NBD AND EACH
PARTY EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL
RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO
THIS FIRST AMENDMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY
OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF
THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN
INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED.
EACH PARTY AND NBD AGREES THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THEIR CONSENT
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
WITNESS NBD BANK
/s/ Xxxxx X. Koniezy By: /s/ Xxxxxx X. Xxxxx
------------------------------- -------------------------------
Xxxxxx X. Xxxxx, Vice President
[Signatures continued on following page]
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[Signatures continued from preceding page]
WITNESS SECOM GENERAL CORPORATION
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx, Vice President
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
WITNESS FORM FLOW, INC.
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
[Signatures continued on following page]
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[Signatures continued from preceding page]
WITNESS L & H DIE, INC.
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
WITNESS MICANOL, INC.
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
[Signatures continued on following page]
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[Signatures continued from preceding page]
WITNESS UNIFLOW CORPORATION
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
MMC MANUFACTURING CORP., F/K/A
WITNESS MILFORD MANUFACTURING, CORPORATION
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
[Signatures continued on following page]
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[Signatures continued from preceding page]
WITNESS TRI-TEC PLASTICS CORPORATION
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
----------------------
Title: Director
---------------
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
WITNESS TRIPLE TOOL, INC.
/s/ Xxxxx X. Koniezy By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
----------------------
Title: Director
---------------
Subscribed and sworn to before me this 2nd day of January, 1999.
---
/s/ Xxxxxxx Xxxxxx XXXXXXX XXXXXX
------------------------------------- Notary Public, Oakland County, MI
Notary Public, _________County, MI My Commission Expires 05/28/2002
My Commission Expires: ____________
Exhibit A: Updated Cash Flow Projections
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