EXHIBIT 10.60
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), made and entered into as of June 24, 2002, is by and between
WTC Industries, Inc., a Delaware corporation, Pentapure Incorporated, a
Minnesota corporation, (collectively, the "Borrowers"), and U.S. Bank National
Association, a national banking association (the "Lender").
RECITALS
1. The Lender and the Borrowers entered into an Amended and
Restated Credit Agreement dated as of February 27, 2002 (the "Credit
Agreement"); and
2. The Borrowers desires to amend certain provisions of the
Credit Agreement, and the Lender has agreed to make such amendments, subject to
the terms and conditions set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto hereby
covenant and agree to be bound as follows:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement, unless the context shall otherwise require.
SECTION 2. AMENDMENTS. The Credit Agreement is hereby amended as
follows:
2.1 DEFINITIONS. Section 1.1 of the Credit Agreement is amended
by inserting the following new definitions therein in correct alphabetical
order:
"Advancing Term Loan": As defined in Section 2.1(e).
"Advancing Term Loan Commitment Amount": As defined in Section
2.1(e).
"Advancing Term Note": As defined in Section 2.3.
"Prime Rate": The rate of interest publicly announced by the
Lender from time to time as the "Prime Rate". The Lender may lend to its
customers at rates that are at, above or below the Prime Rate. Any rate of
interest based on the Prime Rate shall change as and when the Prime Rate
changes.
"Term Loans": Unless the context otherwise clearly requires, the
use of the plural "Term Loans" shall mean, collectively, the Term Loan, Term
Loan A, Term Loan B and the Advancing Term Loan.
"Term Notes": Unless the context otherwise clearly requires, the
use of the plural "Term Notes" shall mean, collectively, the Term Note, Term
Note A, Term Note B and the Advancing Term Note.
"Term Loan A": As defined in Section 2.1(c).
"Term Loan A Commitment Amount": As defined in Section 2.1(c).
"Term Note A": As defined in Section 2.3.
"Term Loan B": As defined in Section 2.1(d).
"Term Loan B Commitment Amount": As defined in Section 2.1(d).
"Term Note B": As defined in Section 2.3.
Section 1.1 of the Credit Agreement is further amended by
amending the definition of "Notes" in its entirety to read as follows:
"Notes": The Revolving Note, the Term Note, the Term Note A, the
Term Note B and the Advancing Term Note, and any note hereafter issued under
this Agreement, and as each of the same may be modified, amended, extended or
renewed from time to time.
2.2 REVOLVING CREDIT. Section 2.1(a) of the Credit Agreement is
amended by deleting therefrom the dollar amount "$3,000,000" and inserting in
its place the dollar amount "$5,000,000".
2.3 ADDITIONAL TERM LOANS. Section 2.1(c) of the Credit Agreement
is redesignated Section 2.1(f) and the following new Sections 2.1(c), 2.1(d) and
2.1(e) are inserted immediately following Section 2.1(b):
2.1(c) Term Loan A. A term loan (the "Term Loan A") to the
Borrowers in an aggregate principal amount not to exceed $2,500,000 (the "Term
Loan A Commitment Amount").
2.1(d) Term Loan B. A term loan (the "Term Loan B") to the
Borrowers in an aggregate principal amount not to exceed $2,000,000 (the "Term
Loan B Commitment Amount").
2.1(e) Advancing Term Loan. A term loan, available in multiple
Advances (the "Advancing Term Loan"), in an aggregate principal amount not to
exceed $1,000,000 (the "Advancing Term Loan Commitment Amount").
2.4 PROCEDURE. The heading to Section 2.2 of the Credit Agreement
is amended to read "Procedure for Advances and the Term Loans" and the following
is added at the end of such Section:
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On the effective date of the First Amendment, unless the Lender
determines that any applicable condition specified in the First
Amendment and in Article III of this Agreement has not been satisfied,
the Lender will make available to the Borrowers at the Lender's
principal office in St. Xxxx, Minnesota in immediately available funds,
not later than 3:00 PM (St. Xxxx time) the principal amount of the Term
Loan A and the Term Loan B. On the effective date of the First Amendment
and continuing through December 31, 2002, the Borrowers may make
requests for an Advance on the Advancing Term Loan. Each such request
shall be in writing or by telephone and must be given so as to be
received by the Lender not later than 2:00 PM (St. Xxxx time) on the
requested Advance date. All provisions set forth above in this Section
2.2 regarding Advances on the Revolving Loan shall also apply to
Advances on the Advancing Term Loan.
2.5 NOTES. Section 2.3 of the Credit Agreement is amended by
inserting the following immediately before the last sentence thereof:
The Term Loan A shall be evidenced by a promissory note (the
"Term Note A"), substantially in the form of Exhibit 2.3(c) hereto, in
an amount equal to the Term Loan A Commitment Amount. The Term Loan B
shall be evidenced by a promissory note (the "Term Note B"),
substantially in the form of Exhibit 2.3(d) hereto, in an amount equal
to the Term Loan B Commitment Amount. The Advancing Term Loan shall be
evidenced by a promissory note (the "Advancing Term Note"),
substantially in the form of Exhibit 2.3(e) hereto, in an amount equal
to the Advancing Term Loan Commitment Amount.
2.6 INTEREST RATES, INTEREST PAYMENTS AND DEFAULT INTEREST.
Section 2.4 of the Credit Agreement is amended in its entirety to read
as follows:
Section 2.4 Interest Rates, Interest Payments and Default
Interest. Interest shall accrue and be payable on the Advances and the Term
Loans as follows:
2.4 (a) Each Advance on the Revolving Loan shall bear interest
on the unpaid principal amount thereof at a rate per annum equal to the sum of
(i) the Adjusted Eurodollar Rate, plus (ii) the Applicable Margin.
2.4 (b) Each Advance on the Term Loan, the Term Loan B and the
Advancing Term Loan shall bear interest on the unpaid principal amount thereof
at a rate per annum equal to the sum of (i) the Adjusted Eurodollar Rate, plus
(ii) the Applicable Margin.
2.4(c) Each Advance on the Term Loan A shall bear interest on
the unpaid principal amount thereof at a rate per annum equal to the Prime Rate.
2.4 (d) Upon the happening of any Event of Default and during
the continuance thereof, each Advance and the Term Loans, as applicable, shall,
at the option of the Lender, bear interest at the rate otherwise applicable
thereto, plus 2.0%.
2.4 (e) Interest shall be payable on all Advances and on the
Term Loans, as applicable, on the first day of each month commencing (i) April
1, 2002 and on the first day of each month thereafter with respect to the
Revolving Loan and the Term Loan, (ii) July 1, 2002 and on the first day of each
month thereafter with respect to Term Loans A and B, (iii) on the
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first day of the month after the first Advance on the Advancing Term Loan and on
the first day of each month thereafter, and on the Revolving Maturity Date for
Revolving Loans and on maturity of each of the Term Loans as applicable to each
of the Term Loans; provided that interest under clause (d) shall be payable on
demand.
2.7 REPAYMENT. Section 2.6 is amended by adding the following
new subsections 2.6(c), 2.6(d) and 2.6(e) thereto immediately following
subsection 2.6(b):
2.6(c) Repayment of Term Note A. Principal of Term Note A is
payable as provided in Term Note A.
2.6(d) Repayment of Term Note B. Principal of Term Note B is
payable as provided in Term Note B.
2.6(e) Repayment of the Advancing Term Note. Principal of the
Advancing Term Note is payable as provided in the Advancing Term Note.
2.8 PREPAYMENTS. Section 2.7 of the Credit Agreement is amended
by changing each reference therein to "Term Loan" to "Term Loans".
2.9 USE OF PROCEEDS. Section 2.12 of the Credit Agreement is
amended by adding the following at the end thereof:
The proceeds of Term Loan A shall be used to refinance
subordinated debt owed to Xxxxxx Xxxx, Xx. The proceeds of Term Loan B
shall be used to pay for the purchasing and licensing of proprietary
technology and to allow the Borrowers to exploit such technology. The
proceeds of Advances on the Advancing Term Loan shall be used to finance
equipment purchases.
2.10 TERM LOAN REFERENCES. The references to "Term Loan" in the
preambles to Articles V and VI of the Credit Agreement are amended to
read "Term Loans".
2.11 FIXED CHARGE COVERAGE RATIO. Section 6.8 is amended in its
entirety to read as follows:
Section 6.8 Fixed Charge Coverage Ratio. The Borrowers will not
permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal
quarter for the four fiscal quarters then ended, to be less than 1.20 to
1.0 commencing with the fiscal quarter ending June 30, 2002.
2.12 EXHIBITS. Exhibits 2.3(c), 2.3(d), 2.3(e) and the Form of
Compliance Certificate as attached hereto are added to the Credit
Agreement, respectively, as Exhibits 2.3(c), 2.3(d), 2.3(e) and as the
Form of Compliance Certificate. Exhibit 2.3(a) hereto is substituted as
Exhibit 2.3(a) to the Credit Agreement.
SECTION 3. EFFECTIVENESS OF AMENDMENTS. The amendments contained
in this Amendment shall become effective upon delivery by the Borrowers of, and
compliance by the Borrowers with, the following:
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3.1 This Amendment, the Revolving Note in the form of Exhibit
2.3(a) hereto, the Term Note A in the form of Exhibit 2.3(c) hereto, the
Term Note B in the form of Exhibit 2.3(d) hereto, and the Advancing Term
Note in the form of Exhibit 2.3(e) hereto, each duly executed by the
Borrower. (For the avoidance of doubt, there is no Exhibit 2.3(b) to
this First Amendment).
3.2 A copy of the resolutions of the Board of Directors of the
Corporate Borrowers authorizing the execution, delivery and performance
of this Amendment and the Notes certified as true and accurate by its
Secretary or Assistant Secretary, along with a certification by such
Secretary or Assistant Secretary (i) certifying that there has been no
amendment to the Certificate of Incorporation or Bylaws of the Corporate
Borrowers since true and accurate copies of the same were delivered to
the Lender with a certificate of the Secretary, and (ii) identifying
each officer of the Corporate Borrower authorized to execute this
Amendment, the Notes and any other instrument or agreement executed by
the Borrower in connection with this Amendment (collectively, the
"Amendment Documents"), and certifying as to specimens of such officer's
signature and such officer's incumbency in such offices as such officer
holds.
3.3 Certified copies of all documents evidencing any necessary
corporate action, consent or governmental or regulatory approval (if
any) with respect to this Amendment.
3.4 The Borrowers shall have satisfied such other conditions as
specified by the Lender, including payment of all unpaid legal fees and
expenses incurred by the Lender through the date of this Amendment in
connection with the Credit Agreement and the Amendment Documents.
SECTION 4. REPRESENTATIONS, WARRANTIES, AUTHORITY, NO ADVERSE
CLAIM.
4.1 REASSERTION OF REPRESENTATIONS AND WARRANTIES, NO DEFAULT.
The Borrowers hereby represent that on and as of the date hereof and after
giving effect to this Amendment (a) all of the representations and warranties
contained in the Credit Agreement are true, correct and complete in all respects
as of the date hereof as though made on and as of such date, except for changes
permitted by the terms of the Credit Agreement, and (b) there will exist no
Default or Event of Default under the Credit Agreement as amended by this
Amendment on such date which has not been waived by the Lender.
4.2 AUTHORITY, NO CONFLICT, NO CONSENT REQUIRED. The Borrowers
represent and warrant that the Borrowers have the power and legal right and
authority to enter into the Amendment Documents and has duly authorized as
appropriate the execution and delivery of the Amendment Documents and other
agreements and documents executed and delivered by the Borrowers in connection
herewith or therewith by proper corporate action, and none of the Amendment
Documents nor the agreements contained herein or therein contravenes or
constitutes a default under any agreement, instrument or indenture to which a
Borrower is a party or a signatory or a provision of the Corporate Borrower's
Certificate or Articles of Incorporation, Bylaws or any other agreement or
requirement of law, or result in the imposition of any Lien on any of its
property under any agreement binding on or applicable to a Borrower or any of
its
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property except, if any, in favor of the Lender. The Borrowers represent and
warrant that no consent, approval or authorization of or registration or
declaration with any Person, including but not limited to any governmental
authority, is required in connection with the execution and delivery by the
Borrowers of the Amendment Documents or other agreements and documents executed
and delivered by the Borrowers in connection therewith or the performance of
obligations of the Borrowers therein described, except for those which the
applicable Borrower has obtained or provided and as to which such Borrower has
delivered certified copies of documents evidencing each such action to the
Lender.
4.3 NO ADVERSE CLAIM. The Borrowers warrant, acknowledge and
agree that no events have been taken place and no circumstances exist at the
date hereof which would give any Borrower a basis to assert a defense, offset or
counterclaim to any claim of the Lender with respect to the Borrowers'
obligations under the Credit Agreement as amended by this Amendment.
SECTION 5. AFFIRMATION OF CREDIT AGREEMENT, FURTHER REFERENCES,
AFFIRMATION OF SECURITY INTEREST. The Lender and the Borrowers each acknowledge
and affirm that the Credit Agreement, as hereby amended, is hereby ratified and
confirmed in all respects and all terms, conditions and provisions of the Credit
Agreement, except as amended by this Amendment, shall remain unmodified and in
full force and effect. All references in any document or instrument to the
Credit Agreement are hereby amended and shall refer to the Credit Agreement as
amended by this Amendment. The Borrowers confirm to the Lender that the
Borrowers' obligations under the Credit Agreement, as amended by this Amendment
and including the increased amount of the Revolving Loan and Term Note A, Term
Note B and the Advancing Term Note, as well as the Term Note, are and continue
to be secured by the security interest granted by the Borrowers in favor of the
Lender under the Security Agreements dated as of February 27, 2002 and any prior
security agreements that remain in effect, and all of the terms, conditions,
provisions, agreements, requirements, promises, obligations, duties, covenants
and representations of the Borrowers under such documents and any and all other
documents and agreements entered into with respect to the obligations under the
Credit Agreement are incorporated herein by reference and are hereby ratified
and affirmed in all respects by the Borrowers.
SECTION 6. MERGER AND INTEGRATION, SUPERSEDING EFFECT. This
Amendment, from and after the date hereof, embodies the entire agreement and
understanding between the parties hereto and supersedes and has merged into this
Amendment all prior oral and written agreements on the same subjects by and
between the parties hereto with the effect that this Amendment, shall control
with respect to the specific subjects hereof and thereof.
SECTION 7. SEVERABILITY. Whenever possible, each provision of
this Amendment and the other Amendment Documents and any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be interpreted in such manner as to be effective, valid and
enforceable under the applicable law of any jurisdiction, but, if any provision
of this Amendment, the other Amendment Documents or any other statement,
instrument or transaction contemplated hereby or thereby or relating hereto or
thereto shall be held to be prohibited, invalid or unenforceable under the
applicable law, such provision shall be ineffective in such jurisdiction only to
the extent of such prohibition, invalidity or
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unenforceability, without invalidating or rendering unenforceable the remainder
of such provision or the remaining provisions of this Amendment, the other
Amendment Documents or any other statement, instrument or transaction
contemplated hereby or thereby or relating hereto or thereto in such
jurisdiction, or affecting the effectiveness, validity or enforceability of such
provision in any other jurisdiction.
SECTION 8. SUCCESSORS. The Amendment Documents shall be binding
upon the Borrowers and the Lender and their respective successors and assigns,
and shall inure to the benefit of the Borrowers and the Lender and the
successors and assigns of the Lender.
SECTION 9. LEGAL EXPENSES. The Borrowers agree to reimburse the
Lender, upon execution of this Amendment, for all reasonable out-of-pocket
expenses (including attorney' fees and legal expenses of Xxxxxx & Xxxxxxx LLP,
counsel for the Lender) incurred in connection with the Credit Agreement,
including in connection with the negotiation, preparation and execution of the
Amendment Documents and all other documents negotiated, prepared and executed in
connection with the Amendment Documents, and in enforcing the obligations of the
Borrowers under the Amendment Documents, and to pay and save the Lender harmless
from all liability for, any stamp or other taxes which may be payable with
respect to the execution or delivery of the Amendment Documents, which
obligations of the Borrowers shall survive any termination of the Credit
Agreement.
SECTION 10. HEADINGS. The headings of various sections of this
Amendment have been inserted for reference only and shall not be deemed to be a
part of this Amendment.
SECTION 11. COUNTERPARTS. The Amendment Documents may be
executed in several counterparts as deemed necessary or convenient, each of
which, when so executed, shall be deemed an original, provided that all such
counterparts shall be regarded as one and the same document, and either party to
the Amendment Documents may execute any such agreement by executing a
counterpart of such agreement.
SECTION 12. GOVERNING LAW. THE AMENDMENT DOCUMENTS SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT
TO CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date and year first above written.
BORROWERS: WTC INDUSTRIES, INC.
By: /s/ Xxxx Xxxxxx
--------------------------------
Title: Chief Financial Officer
-----------------------------
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PENTAPURE INCORPORATED
By: /s/ Xxxx Xxxxxx
--------------------------------
Title: Chief Financial Officer
-----------------------------
LENDER: U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx Xxxxx
--------------------------------
Title: Vice President
-----------------------------
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Exhibit 2.3(a)
REVOLVING NOTE
$5,000,000 June 24, 0000
Xx. Xxxx, Xxxxxxxxx
FOR VALUE RECEIVED, WTC INDUSTRIES, INC., a Delaware corporation and
PENTAPURE INCORPORATED, a Minnesota corporation, hereby jointly and severally
promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Lender") at
its office in St. Xxxx, Minnesota, in lawful money of the United States of
America in immediately available funds on the Revolving Maturity Date (as such
term and each other capitalized term used herein are defined in the Credit
Agreement hereinafter referred to) the principal amount of FIVE MILLION DOLLARS
AND NO CENTS ($5,000,000) or, if less, the aggregate unpaid principal amount of
all Revolving Advances made by the Lender under the Credit Agreement, and to pay
interest (computed on the basis of actual days elapsed and a year of 360 days)
in like funds on the unpaid principal amount hereof from time to time
outstanding at the rates and times set forth in the Credit Agreement.
This note is the Revolving Note referred to in the Amended and Restated
Credit Agreement dated as of February 27, 2002 (as amended, and as the same may
be hereafter from time to time amended, restated or modified, the "Credit
Agreement") between the undersigned and the Lender. This note is secured, it is
subject to certain permissive and mandatory prepayments and its maturity is
subject to acceleration, in each case upon the terms provided in said Credit
Agreement. This note is issued in substitution and replacement, but not payment,
of a note in the original principal amount of $3,000,000 dated February 27, 2002
(the "Prior Note"). All amounts outstanding under the Prior Note on the date
hereof shall be deemed outstanding hereunder and shall bear interest and be
repaid in accordance with the terms hereof.
In the event of default hereunder, the undersigned agrees to pay all
costs and expenses of collection, including reasonable attorneys' fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL
LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.
WTC INDUSTRIES, INC.
By /s/ Xxxx Xxxxxx
--------------------------
Title Chief Financial Officer
-----------------------
PENATPURE INCORPORATED
By /s/ Xxxx Xxxxxx
--------------------------
Title Chief Financial Officer
-----------------------
Exhibit 2.3(c)
TERM NOTE A
$2,500,000 June 24, 0000
Xx. Xxxx, Xxxxxxxxx
FOR VALUE RECEIVED, WTC INDUSTRIES, INC., a Delaware corporation, and
PENTAPURE INCORPORATED, a Minnesota corporation, hereby jointly and severally
promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Lender") at
its office in St. Xxxx, Minnesota, in lawful money of the United States of
America in immediately available funds, the principal amount of TWO MILLION FIVE
HUNDRED THOUSAND DOLLAR AND NO CENTS ($2,500,000) or if less, the full amount of
the Term Loan A (as such term and each capitalized term used herein are defined
in the Credit Agreement hereinafter defined), and to pay interest (computed on
the basis of actual days elapsed and a year of 360 days) in like funds on the
unpaid principal amount hereof from time to time outstanding at the rate set
forth in the Credit Agreement.
Principal shall be paid in equal installments of $139,000, plus accrued
unpaid interest, commencing on July 1, 2002 and continuing on the first day of
each month through November 1, 2003, with one final installment equal to the
entire remaining unpaid principal balance and all accrued and unpaid interest on
December 1, 2003.
This note is the Term Note A referred to in the Amended and Restated
Credit Agreement dated as of February 27, 2002 (as amended and as the same may
hereafter be from time to time amended, restated or otherwise modified, the
"Credit Agreement") between the undersigned and the Lender. This note is secured
and its maturity is subject to acceleration, in each case upon the terms
provided in said Credit Agreement.
In the event of default hereunder, the undersigned agrees to pay all
costs and expenses of collection, including reasonable attorneys' fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF
THE UNITED STATES APPLICABLE TO NATIONAL BANKS.
WTC INDUSTRIES, INC.
By /s/ Xxxx Xxxxxx
--------------------------
Title Chief Financial Officer
-----------------------
PENATPURE INCORPORATED
By /s/ Xxxx Xxxxxx
--------------------------
Title Chief Financial Officer
-----------------------
Exhibit 2.3(d)
TERM NOTE B
$2,000,000 June 24, 0000
Xx. Xxxx, Xxxxxxxxx
FOR VALUE RECEIVED, WTC INDUSTRIES, INC., a Delaware corporation, and
PENTAPURE INCORPORATED, a Minnesota corporation, hereby jointly and severally
promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION (the "Lender") at
its office in St. Xxxx, Minnesota, in lawful money of the United States of
America in immediately available funds, the principal amount of TWO MILLION
DOLLARS AND NO CENTS ($2,000,000) or if less, the full amount of the Term Loan B
(as such term and each capitalized term used herein are defined in the Credit
Agreement hereinafter defined), and to pay interest (computed on the basis of
actual days elapsed and a year of 360 days) in like funds on the unpaid
principal amount hereof from time to time outstanding at the rate set forth in
the Credit Agreement.
Principal shall be paid in equal installments of $56,000, plus accrued
unpaid interest, commencing on July 1, 2002 and continuing on the first day of
each month through May 1, 2005, with one final installment equal to the entire
remaining unpaid principal balance and all accrued and unpaid interest on June
1, 2005.
This note is the Term Note B referred to in the Amended and Restated
Credit Agreement dated as of February 27, 2002 (as amended and as the same may
hereafter be from time to time amended, restated or otherwise modified, the
"Credit Agreement") between the undersigned and the Lender. This note is secured
and its maturity is subject to acceleration, in each case upon the terms
provided in said Credit Agreement.
In the event of default hereunder, the undersigned agrees to pay all
costs and expenses of collection, including reasonable attorneys' fees. The
undersigned waives demand, presentment, notice of nonpayment, protest, notice of
protest and notice of dishonor.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF
THE UNITED STATES APPLICABLE TO NATIONAL BANKS.
WTC INDUSTRIES, INC.
By /s/ Xxxx Xxxxxx
--------------------------
Title Chief Financial Officer
-----------------------
PENATPURE INCORPORATED
By /s/ Xxxx Xxxxxx
--------------------------
Title Chief Financial Officer
-----------------------
