FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
SECURED LOAN AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURED LOAN
AGREEMENT (the "Amendment"), dated and effective as of October 1,
1998 (the "Effective Date") is among HILITE INDUSTRIES, INC., a
Delaware corporation ("Hilite"), HILITE INDUSTRIES AUTOMOTIVE, LP, a
Texas limited partnership ("Hilite LP"; Hilite and Hilite LP are
collectively referred to as the "Borrower"), NORTH AMERICAN SPRING &
STAMPING CORP. (DELAWARE), a Delaware corporation ("NASS"), HILITE
INDUSTRIES-TEXAS, a Delaware corporation ("Hilite-Texas"), and HILITE
INDUSTRIES-DELAWARE, INC., a Delaware corporation ("Hilite-Delaware";
NASS, Hilite-Texas and Hilite-Delaware are referred to herein as
"Guarantors", and individually, as a "Guarantor") and COMERICA BANK-
TEXAS, a Texas banking association ("Lender").
RECITALS:
Borrower and Lender have entered into that certain Second
Amended and Restated Secured Loan Agreement dated as of January 30,
1998 (such Loan Agreement, as amended or otherwise modified from time
to time, the "Agreement").
Borrower and Lender desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises herein
contained and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
ARTICLE I
Definitions
Section 1.1. Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the
same meanings as in the Agreement, as amended hereby.
ARTICLE II
Amendment
Section 2.1. Amendment to Section 1.1. Effective as of
the Effective Date, the following respective definitions in Section
1.1 of the Agreement are hereby amended and restated in their
entirety as follows:
"Termination Date" shall mean July 21, 2000.
ARTICLE III
Conditions Precedent
The effectiveness of this Amendment is subject to the conditions
that Lender shall have received this Amendment duly executed by
Borrower and the Guarantors, and such other documents as may be
reasonably required by Lender:
ARTICLE IV
Ratifications and Other Agreements
Section 4.1. Ratifications. The terms and provisions set
forth in this Amendment shall modify and supersede all inconsistent
terms and provisions set forth in the Agreement and except as
expressly modified and superseded by this Amendment, the terms and
provisions of all other documents executed in connection with the
Agreement are hereby ratified and confirmed and shall continue in
full force and effect. Borrower and Lender agree that the Agreement
as amended hereby and all other documents executed in connection with
the Agreement or this Amendment to which Borrower is a party shall
continue to be legal, valid, binding and enforceable in accordance
with their respective terms.
Section 4.2. Representations and Warranties. Borrower and each
of the Guarantors hereby represent and warrant to Lender that (a) the
execution, delivery and performance of this Amendment and any and all
other documents executed and/or delivered in connection herewith have
been authorized by all requisite corporate and partnership action on
the part of Borrower and each Guarantor and will not violate the
respective articles of incorporation, bylaws or partnership agreement
(as the case may be) of Borrower or any Guarantor, or any agreement
to which Borrower or any Guarantor or any of their properties are
bound, (b) the articles of incorporation, partnership agreement and
the bylaws of Borrower and each Guarantor, as the case may be, have
not been amended or revoked since the date of the Agreement and are
in full force and effect, (c) the representations and warranties
contained in the Agreement, as amended hereby, and any other
documents executed in connection therewith or herewith are true and
correct on and as of the date hereof as though made on and as of the
date hereof, (d) no Event of Default has occurred and is continuing
and no event or condition has occurred that with the giving of notice
or lapse of time or both would be an Event of Default, and (e) after
giving effect to this Amendment, Borrower is in full compliance with
all covenants and agreements contained in the Agreement as amended
hereby.
ARTICLE V
Miscellaneous
Section 5.1. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other
document executed in connection herewith shall survive the execution
and delivery of this Amendment, and no investigation by Lender or any
closing shall affect the representations and warranties or the right
of Lender to rely upon them.
Section 5.2. Reference to Agreement. Each of the Agreement and
any and all other agreements, documents, or instruments now or
hereafter executed and delivered pursuant to the terms hereof or
pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such documents to the Agreement
shall mean a reference to the Agreement as amended hereby.
Section 5.3. Expenses of Lender. As provided in the Agreement,
Borrower agrees to pay on demand all reasonable costs and expenses
incurred by Lender in connection with the preparation, negotiation,
and execution of this Amendment and any other documents executed
pursuant hereto and any and all amendments, modifications, and
supplements thereto, including without limitation the costs and
reasonable fees of Lender's legal counsel, and all costs and expenses
incurred by Lender in connection with the enforcement or preservation
of any rights under the Agreement, as amended hereby, or any other
document executed in connection therewith, including without
limitation the costs and reasonable fees of Lender's legal counsel.
Section 5.4. Severability. Any provision of this Amendment
held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this
Amendment and the effect thereof shall be confined to the provision
so held to be invalid or unenforceable.
Section 5.5. Applicable Law. This Amendment and all other
documents executed pursuant hereto shall be deemed to have been made
and to be performable in Dallas, Dallas County, Texas and shall be
governed by and construed in accordance with the laws of the State of
Texas.
Section 5.6. Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of Lender, Borrower, Pledgor and
their respective successors and assigns, except Borrower may not
assign or transfer any of its rights or obligations hereunder without
the prior written consent of Lender.
Section 5.7. Counterparts. This Amendment may be executed in
one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together shall
constitute one and the same instrument.
Section 5.8. Effect of Waiver. No consent or waiver, express
or implied, by Lender to or for any breach of or deviation from any
covenant, condition or duty by Borrower or any obligated party shall
be deemed a consent or waiver to or of any other breach of the same
or any other covenant, condition or duty.
Section 5.9. Headings. The headings, captions, and
arrangements used in this Amendment are for convenience only and
shall not affect the interpretation of this Amendment.
Section 5.10. ENTIRE AGREEMENT. THE AGREEMENT, THIS AMENDMENT
AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND
DELIVERED IN CONNECTION WITH THE AGREEMENT OR THIS AMENDMENT
REPRESENT THE FINAL AGREEMENTS AMONG THE PARTIES HERETO AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above, but effective as of
October 1, 1998.
BORROWER:
HILITE INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
HILITE INDUSTRIES AUTOMOTIVE, LP
By: Hilite Industries, Inc., general
partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
LENDER:
COMERICA BANK-TEXAS
By: /s/ Xxxxxxx Xxxx
Vice President
The foregoing First Amendment to Second Amended and Restated
Secured Loan Agreement is agreed and consented to in all respects as
of the date therein written, and the liability of each of the
undersigned Guarantors under each respective Guaranty of each
respective Guarantor remains in full force and effect and each
Guarantor hereby ratifies and affirms in all respects its respective
Guaranty.
GUARANTOR:
NORTH AMERICAN SPRING & STAMPING CORP.
(DELAWARE)
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
HILITE INDUSTRIES-TEXAS, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
HILITE INDUSTRIES-DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxx X. Xxxxxxxxxx, Xx.
Title: President
