1
SECOND AMENDMENT TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Agreement") is made and executed this 13th day of September, 1996, by and
between CANNONDALE CORPORATION ("Borrower"), a Delaware corporation with its
chief executive office and principal place of business at 0 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, Xxxxxxxxxxx 00000, and FLEET CAPITAL CORPORATION, a Rhode Island
corporation with an office at 000 Xxxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxx 00000.
RECITALS:
1. Borrower and Lender are parties to that certain Amended and Restated
Loan and Security Agreement (the "Loan Agreement") made as of March 29, 1996.
2. Borrower and Lender have agreed to amend the Loan Agreement in certain
respects as set forth in this Agreement.
AGREEMENTS:
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Lender agree as follows:
1. Capitalized terms used but not defined herein shall have the meanings
given to them in the Loan Agreement.
2. Subsection 3.1.5(a) of the Loan Agreement is hereby amended by deleting
therefrom the figure "5,000,000.00" and inserting in place thereof the figure
"$16,000,000.00."
3. Subsection 3.1.5(b) of the Loan Agreement is hereby amended by deleting
thereform the figure "$5,000,000.00" and inserting in place thereof the figure
"$16,000,000.000."
4. This agreement shall be effective only upon Lender's receipt of a fully
executed original counterpart hereof.
5. Borrower represents and warrants to Lender that Borrower has duly
authorized, by all necessary corporate action, the execution and delivery of
this Agreement, and the resolutions of the Board of Directors authorizing such
execution and delivery are in full force and effect, and there has been no
resolution passed by the Board of Directors which conflicts with, amends or
rescinds the resolutions approving the execution and delivery of this Agreement.
6. The provisions of this Agreement shall be severable and the illegality,
unenforceability or invalidity of any provision of this Agreement shall not
affect or impair the remaining provisions hereof, and each provision of this
Agreement shall be construed to be valid and enforceable to the fullest extent
permitted by law.
7. This Agreement may be executed in any number of counterparts each of
which shall constitute an original, but all of which when taken together shall
constitute one and the same agreement.
8. Except as expressly set forth in this Agreement, all terms and
conditions set forth in the Loan Agreement shall remain in full force and
effect.
2
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be
duly executed in their corporate names by their duly authorized corporate
officers on the day and year first above written.
CANNONDALE CORPORATION
By: /s/ XXXXXXX XXXXXXXXXXX
FLEET CAPITAL CORPORATION
By: /S/ XXXXXX XXXXXXX
