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SECOND AMENDMENT
TO
CREDIT AGREEMENT
This Second Amendment to Credit Agreement (this "Second Amendment"),
dated as of June 1, 1995, is among Michigan National Bank, a national
banking association, and the other banking institutions who appear as
signatories to this Second Amendment (each a "Bank" and collectively the
"Banks"), Michigan National Bank, as agent ("Agent"), and Xxxxxxx
Industries, Inc., a Delaware corporation ("Borrower").
Recitals
The parties hereto executed a certain Credit Agreement (the "Credit
Agreement") dated as of June 1, 1994, providing for, among other things,
the establishment by the Banks for the benefit of the Borrower of a line of
credit in the amount of $30,000,000. The Credit Agreement was first
amended by a First Amendment to Credit Agreement, dated as of December 14,
1994 (the Credit Agreement, as so amended, the "Amended Credit Agreement").
The Borrower has now requested the Banks to consider certain
amendments to the Amended Credit Agreement and the Banks have consented to
such amendments as set forth herein upon the terms and conditions set forth
herein.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Amended Credit Agreement.
NOW, THEREFORE, the parties hereto agree that the Amended Credit
Agreement shall be amended, effective (unless otherwise specified herein)
on and as of June 1, 1995, as follows:
1. The definition of the term "Brass Guaranties" in Section 1, on
page 3, shall be revised, effective as of June 1, 1994, by adding thereto,
immediately following the word "Subsidiary" in the second line thereof, the
parenthetical clause "(other than Streamline Copper & Brass Ltd.)".
2. The first line and first clause of the definition of the term
"Line of Credit Maturity" (which ends with the date "June 30, 1996") in
Section 1, on page 7, shall be revised in its entirety to read as follows:
"Line of Credit Maturity" means June 30, 1997;
3. Section 2.1, on page 11, shall be revised by substituting for the
amount "$30,000,000" at the beginning of the sixth line thereof the amount
"$50,000,000".
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4. Clause (ii) of Section 2.2.1, on page 11, shall be revised in its
entirety to read as follows:
(ii) LIBOR, plus 0.625%; or
5. Section 2.4, on page 13, shall be revised by substituting for the
term "one quarter of 1% (0.25%)" at the beginning of the fifth line thereof
the term "fifteen one-hundredths of 1% (0.15%)".
6. Section 3.6.7(a), on page 20, shall be revised by substituting for
the term "one percent (1%)" in the sixteenth line thereof the term "eight-
tenths of one percent (0.8%)".
7. Section 4.3, on page 23, shall be revised by adding to the end of
the first sentence thereof on the fifth line thereof, immediately preceding
the period and following the word "Borrower", the parenthetical clause
"(except, for purposes of this Section 4.3 only, with respect to those
Subsidiaries listed on Schedule 1.1 hereof in which Borrower is shown as
owning less than 100% of the capital stock, the direct or indirect
percentage ownership of Borrower may be more than as shown on Schedule
1.1)".
8. Section 5.3.1, on pages 26 and 27, shall be revised in its
entirety to read as follows:
5.3.1 As soon as available and in any event within forty-five (45)
days after the end of each fiscal quarter of Borrower, management prepared
consolidated and consolidating financial statements of Borrower and
Subsidiaries as of the end of such quarter, and the consolidated and
consolidating statements of profit and loss and surplus of Borrower and
Subsidiaries from the beginning of Borrower's and Subsidiaries' fiscal year
to the end of such quarter, certified as correct (subject to year end
adjustments) by the chief financial officer of Borrower.
9. The signature pages of the Amended Credit Agreement shall be
revised to reflect the addition of Boatmen's First National Bank of Kansas
City and Mercantile Bank of Kansas City as Bank parties to the Amended
Credit Agreement and the ratable shares and commitments of all Banks,
conforming in each instance to the signature pages of this Second Amendment
to Credit Agreement.
10. The terms and provisions of the Form of Request for Advance
attached to the Amended Credit Agreement as Exhibit 2.2.3, the Form of Line
of Credit Note attached to the Amended Credit Agreement as Exhibit 2.3 and
the Form of Brass Guaranties attached to the Amended Credit Agreement as
Exhibit 3.5.1 shall be revised as necessary to conform to the provisions of
this Second Amendment. The Borrower shall execute new Notes and shall
cause the Brass Subsidiaries to execute new or amended Brass Guaranties
which conform to the provisions of this Second Amendment, such execution
(and delivery of such Notes and Brass Guaranties to the Agent) being a
condition to the effectiveness of this Second Amendment.
11. Except as herein provided, the Amended Credit Agreement shall
remain in full force and effect, including the provisions of Section 9
thereof which are herein incorporated by this reference.
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12. The Borrower hereby affirms the representations and warranties
set forth in Section 4 of the Amended Credit Agreement and certifies that
no Event of Default has occurred or is existing under the Amended Credit
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed and delivered as of the date first hereinabove set
forth.
"BORROWER"
XXXXXXX INDUSTRIES, INC.
WITNESS:
________________________ By:_____________________
________________________ Its: Executive Vice President
"BANKS"
MICHIGAN NATIONAL BANK
WITNESS:
________________________ By:_____________________
________________________ Its: Vice President
Ratable Share: 7.6%
Commitment: $3,800,000
BANK IV KANSAS, N.A.
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6,600,000
BOATMEN'S FIRST NATIONAL BANK
OF KANSAS CITY
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6,600,000
FIRST BANK NATIONAL ASSOCIATION
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6,600,000
LASALLE NATIONAL BANK
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6.600,000
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XXXXXXXXXX XXXX XX XXXXXX XXXX
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6,600,000
NBD BANK, N.A.
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6,600,000
SOCIETY NATIONAL BANK
________________________ By:_____________________
________________________ Its:____________________
Ratable Share: 13.2%
Commitment: $6,600,000
"AGENT"
MICHIGAN NATIONAL BANK
________________________ By:_____________________
________________________ Its:____________________
