THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This Third Amendment to Amended and Restated Loan and Security Agreement
is made to that certain Amended and Restated Loan and Security Agreement
entered into on October 1, 1994 ("Agreement") by and between XXXX COMPANY, and
its subsidiaries/divisions including but not limited to Xxxxxxx Xxxxxx, Inc.,
and Xxxx Power Products, Inc. (collectively and individually "Xxxx Company"),
DEUTSCHE FINANCIAL SERVICES CORPORATION, f/k/a ITT Commercial Finance Corp.,
("DFS") and DEUTSCHE FINANCIAL SERVICES CANADA CORPORATION, successor in
interest to ITT Commercial Finance, a Division of ITT Industries of Canada
Ltd., (Deutsche Financial Services Corporation and Deutsche Financial Services
Canada Corporation are individually and collectively referred to as "DFS").
FOR GOOD AND VALUABLE CONSIDERATION RECEIVED, Xxxx Company and DFS agree
to amend the Agreement as follows:
1. The definition of "Banker's Acceptance Rate" in Section 1.1 of the
Agreement is deleted in its entirety and restated to read as follows:
"Bankers' Acceptance Rate" shall mean, for Canadian Loans, for any
calendar week commencing on Tuesday of such week, the average rate
for one month Canadian dollar bankers' acceptances as of 10:00 a.m.
Toronto time on (a) the Monday immediately preceding, or (b) if any
such Monday is not a business day, then on the business day
immediately preceding such Monday, as reported on the Reuters Screen
CDOR (Canadian Deposit Offered Rate), the TelerateScreen 3197 or on
the Bloomberg ticker symbol CDOR01.
2. The first sentence of Section 2.1(a) of the Agreement is hereby
deleted in its entirety and restated to read as follows:
(a) "Maximum Line of Credit": In consideration of Xxxx Company's
performance of its Obligations and subject to Sections 3 and 4,
DFS grants to Xxxx Company separate lines of credit of (i)
SIXTY-NINE MILLION FIVE HUNDRED THOUSAND UNITED STATES DOLLARS
($69,500,000.00 U.S.) (the "U.S. Line"), and (ii) that
fluctuating amount of Canadian Dollars which, from day-to-day,
shall equal, based on the daily noon spot exchange rate of the
Royal Bank of Canada (the "Exchange Rate") FIVE MILLION FIVE
HUNDRED THOUSAND UNITED STATES DOLLARS ($5,500,000.00 U.S.)
(the "Canadian Line") for the period commencing on the
execution of this Agreement until December 31, 1998.
3. All other terms as they appear in the Agreement, to the extent not
inconsistent with the foregoing, are ratified and remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to Amended
and Restated Loan and Security Agreement as of this 15th day of July, 1996.
XXXX COMPANY XXXXXXX XXXXXX, INC.
By: s/s X.X. Xxxxxx By: s/s X.X. Xxxxxx
Title: Vice President Title: Treasurer
By: s/s X.X. Xxxxxxx By: s/s X.X. Xxxxxxx
Title: Secretary Title: Secretary
XXXX POWER PRODUCTS, INC. DEUTSCHE FINANCIAL SERVICES CORPORATION
By: s/s X.X. Xxxxxx By: s/s X.X. Xxxxx
Title: Treasurer Title: Regional Vice President
By: s/s X.X. Xxxxxxx DEUTSCHE FINANCIAL SERVICES
Title: Secretary A division of Deutsche Bank Canada
(successor-in-interest to ITT Commercial
Finance, a division of ITT Industries of
Canada Ltd.)
By: s/s Xxxx Xxxxxx
Title: Vice President
By: s/s Xxx Xxxxx
Title: Vice President
