Exhibit 10.55
SEVENTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment") is dated as of the 31st day of December, 2001 by and among
CMC HEARTLAND PARTNERS, a Delaware general partnership ("CMC"), HEARTLAND
PARTNERS, L.P., a Delaware limited partnership ("Heartland"), and CMC HEARTLAND
PARTNERS IV, LLC, a Delaware limited liability company ("Partners"), jointly and
severally (CMC, Heartland and Partners are referred to herein from time to time
individually as a "Borrower" and collectively as "Borrowers"); and LASALLE BANK
NATIONAL ASSOCIATION, a national banking association ("Bank").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Bank and Borrowers entered into that certain Amended and Restated
Loan and Security Agreement dated as of June 30, 1998, as amended by that
certain Amendment to Amended and Restated Loan and Security Agreement dated as
of October 23, 1998, that certain Second Amendment to Amended and Restated Loan
and Security Agreement dated as of April 29, 1999, that certain Third Amendment
to Amended and Restated Loan and Security Agreement dated as of November 18,
1999, that certain side letter to Amended and Restated Loan and Security
Agreement dated as of October 15, 2000, that certain Fourth Amendment to Amended
and Restated Loan and Security Agreement dated as of March 20, 2000, that
certain Fifth Amendment to Amended and Restated Loan and Security Agreement
dated as of December 31, 2000 and that certain Sixth Amendment to Amended and
Restated Loan and Security Agreement of even date herewith (collectively, the
"Agreement"), and now desire to amend the Agreement to, among other things, (i)
extend the Revolving Credit Maturity Date (as defined in the Agreement) and (ii)
reduce the Revolving Credit Commitment, as further set forth in this Amendment.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:
1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Agreement,
and the Agreement to the extent not inconsistent with this Amendment is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the amendments set forth in Paragraph 2 below, such terms
and provisions shall be deemed superseded hereby. Except as specifically set
forth herein, the Agreement shall remain in full force and effect and its
provisions shall be binding on the parties hereto.
2. Amendment of the Agreement. The Agreement is hereby amended as follows:
(a) Any and all references to the Agreement shall be deemed to refer
to and include this Amendment, as the same may be further amended, modified or
supplemented from time to time.
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(b) The definition of the term "Revolving Credit Maturity Date" in
Paragraph 1.1 is hereby amended and restated to read in its entirety as follows:
"Revolving Credit Maturity Date" means February 28, 2002.
(c) The definition of the term "Revolving Note" in Paragraph 1.1 is
hereby amended and restated to read in its entirety as follows:
"Revolving Note" means that certain Substitute Revolving Note
dated as of December 31, 2001 made by Borrowers, jointly and
severally, in favor of Bank, in the maximum principal amount
available of Five Million Dollars ($5,000,000), as the same
may be amended, modified or supplemented from time to time,
together with any renewals thereof or exchanges or substitutes
therefor.
(d) Paragraph 2.1 is hereby amended and restated to read in its
entirety as follows:
Revolving Credit Commitment. On the terms and subject to the
conditions set forth in this Agreement, Bank agrees to make
revolving credit available and Letters of Credit available to
Borrowers from time to time prior to the Revolving Credit
Termination Date with respect to revolving credit loans and
the Letter of Credit Termination Date with respect to Letters
of Credit, in such aggregate amounts as Borrowers may from
time to time request but in no event exceeding Five Million
Dollars ($5,000,000) in the aggregate (the "Revolving Credit
Commitment"); provided, however, that in no event shall the
aggregate amount of Letters of Credit outstanding at any one
time exceed the Letter of Credit Limit. The Revolving Credit
Commitment shall be available to Borrowers by means of Loans,
it being understood that the Loans may be repaid and used
again during the period from the date hereof to and including
the Revolving Credit Termination Date, at which time the
Revolving Credit Commitment shall expire.
3. Closing Documents. All the documents on Exhibit A hereto shall be
delivered concurrently with this Amendment, each in form and substance
satisfactory to Bank.
4. Representations and Warranties; No Event of Default; Schedules. The
representations and warranties set forth in Paragraph 8.1 of the Agreement are
deemed remade as of the date hereof and each Borrower represents that such
representations and warranties are true and correct as of the date hereof. No
Event of Default exists nor does there exist any event or condition which with
notice, lapse of time and/or the consummation of the transactions contemplated
hereby would constitute an Event of Default.
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5. Commitment Fee. As a condition of Bank's agreement to enter into this
Amendment, Borrowers hereby agree to pay to Bank a commitment fee equal to
Twenty-Five Thousand Dollars ($25,000) which shall be due and payable as of
the date of this Amendment.
6. Fees and Expenses. The Borrowers agree to pay on demand all costs and
expenses of or incurred by Bank in connection with the evaluation, negotiation,
preparation, execution and delivery of this Amendment and the other instruments
and documents executed and delivered in connection with the transactions
described herein (including the filing or recording thereof), including, but
not limited to, the fees and expenses of counsel for the Bank and any future
amendments to the Agreement.
7. Effectuation. The amendments to the Agreement contemplated by this
Amendment shall be deemed effective immediately upon the full execution of
this Amendment and without any further action required by the parties
hereto. There are no conditions precedent or subsequent to the effectiveness
of this Amendment.
8. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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Seventh Amendment to Amended and Restated Loan
and Security Agreement Signature Page
IN WITNESS WHEREOF, the parties hereto have duly executed this Seventh
Amendment as of the date first above written.
CMC HEARTLAND PARTNERS, a Delaware
general partnership
By: HEARTLAND TECHNOLOGY, INC., a
Delaware corporation and an authorized
general partner
By: __________________________________
Its:__________________________________
By: HEARTLAND PARTNERS, L.P., a
Delaware limited partnership and an
authorized general partner
By: Heartland Technology, Inc.
Its: General Partner
By: ______________________________
Its:______________________________
HEARTLAND PARTNERS, L.P., a Delaware
limited partnership
By: Heartland Technology, Inc.
Its: General Partner
By: ______________________________
Its:______________________________
[Signatures Continued on Following Page]
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[Signatures Continued from Previous Page]
CMC HEARTLAND PARTNERS IV, LLC, a
Delaware limited liability company
By: CMC HEARTLAND PARTNERS, a
Delaware general partnership
Its: Sole Member and Manager
By: HEARTLAND TECHNOLOGY, INC., a
Delaware corporation and an
authorized general partner
By: _________________________________
Its: _________________________________
By: HEARTLAND PARTNERS, L.P., a
Delaware limited partnership and
an authorized general partner
By: Heartland Technology, Inc.
Its: General Partner
By: ____________________________
Its: ____________________________
LASALLE BANK NATIONAL
ASSOCIATION, a national banking association
By: _______________________________________
Its:_______________________________________
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EXHIBIT A
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Amendment Documents
1. Seventh Amendment to Amended and Restated Loan and Security Agreement
(the "Amendment");
2. Substitute Revolving Note;
3. Secretary's Certificate of Heartland Technology, Inc. certifying to and
attaching resolutions of each Borrower approving the Amendment; and
4. Incumbency Certificate with respect to each Borrower.
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