SECOND AMENDMENT TO AMENDMENT AND EXTENSION AGREEMENT
Bank One, Michigan, f/k/a NBD Bank ("Bank One" or "Lendee"), Secom
General Corporation ("Secom"), Form Flow, Inc. ("Form Flow"), L & H Die, Inc.
("L&H"), Micanol, Inc. ("Micanol"), Uniflow Corporation ("Uniflow"), MMC
Manufacturing Corp. f/k/a Milford Manufacturing, Corporation ("Milford"),
Tri-Tec Plastics Corporation ("Tri-Tec"), and Triple Tool, Inc. ("Triple
Tool") enter into this Second Amendment to Amendment and Extension Agreement
(this "Second Amendment") on June 29, 1999. For convenience (i) Secom, Form
Flow, L&H, Micanol, Uniflow, and Milford are referred to herein,
collectively, as "Borrowers" and, individually, as a "Borrower" (ii) Secom,
Form Flow, L&H, Micanol, Uniflow, and Milford in their capacity as guarantor
of another Borrower's debt to Bank One, Tri-Tec pursuant to the
Tri-Tec/Uniflow Guaranty, Triple Tool pursuant to the Triple Tool/Uniflow
Guaranty, and any other person or entity who guaranteed the obligations of
one or more of Borrowers to Bank One are referred to herein, collectively, as
"Guarantors", and, individually, as a "Guarantor" and (iii) Borrowers,
Guarantors, Tri-Tec and Triple Tool are referred to herein, collectively, as
the "Parties" and, individually, as a "Party."
RECITALS
A. Secom, Form Flow, L&H. Micanol, Uniflow, Milford, Tri-Tec, Triple
Tool and Bank One are parties to an Amendment and Extension Agreement dated
as of November 25, 1998, as amended by First Amendment to Amendment and
Extension Agreement dated February 2, 1999, but effective as of February 1,
1999 (as so amended, the "Extension Agreement"). Capitalized terms used but
not defined in this Second Amendment have the same meanings as in the
Extension Agreement.
B. On June 10, 1999, there was (i) 727,509.65 in principal owing by the
Borrowers to Bank One under the Line of Credit,, (ii) $585,378.48 in
principal owing by the Borrowers to Bank One under the Term Loan, and (iii)
$565,053.28 in principal owing by the Borrowers to Bank One under the
Equipment Tenn Note, plus accrued but unpaid interest, costs and expenses
(including attorneys' fees) called for by the Loan Documents (all of these
obligations together with all other principal and interest due or bec oming
due to Bank One together with all other sums, indebtedness and liabilities of
any and every kind now or hereafter owing and to become due from Borrowers to
Bank One, however created, however incurred, evidenced, acquired or arising,
and whether direct or indirect, primary, secondary, fixed or contingent,
matured or unrnatmed, joint, several, or joint and several, and whether for
principal, interest, reimbursement obligations, indemnity obligations,
obligations under guaranty agreements, fees, costs, expenses, or otherwise
and all of the Borrowers' obligations under the Extension Agreement and this
Second Amendment, together with all other present and future obligations of
the Borrowers to Bank One, and Tri-Tec's obligations pursuant to the
Tri-Tec/Uniflow Guaranty, and Triple Tool's obligations pursuant to the
Triple Tool/Uniflow Guaranty, are collectively referred to as the
"Obligations").
C. Each Party acknowledges and agrees that (a) the Extension Agreement
is in full force and effect; (b) Bank One has fully performed all of its
obligations under the Loan Documents (including the Extension Agreement);
(e) Bank One has no obligation to continue to lend to the Borrowers, and any
future loans will be made in Bank One's sole discretion; (d) Bank One has no
obligation to forbear from enforcing its rights and remedies beyond May 1,
1999, and (e) Bank One has made no representation or agreem ent that funding
in any amount will continue, or that the Extension Period will be extended
beyond its expiration date.
D. Each Party also acknowledges and agrees that the actions taken by
Bank One to date in furtherance of the Loan Documents (including the
Extension Agreement) are reasonable and appropriate under the circumstances
and are within Bank One's rights under the Loan Documents and applicable law.
E. The Parties have requested that Bank One amend the Extension
Agreement in order to extend the Extension Period to November 1, 1999, to
allow the Parties time to sell all or a portion of the business sufficient to
pay in full all of the Obligations, and Bank One is willing to do so, subject
to the terms and conditions of this Agreement.
F. As set forth in this Second Amendment, Bank One and the Parties have
agreed to amend the Extension Agreement and have reached certain other
agreements.
AGREEMENT
Based on the foregoing Recitals (which are incorporated into this Second
Amendment as agreements, representations, warranties and covenants of the
respective Parties, as the case may be), and for other good and valuable
consideration, the receipt and adequacy of which is mutually acknowledged by
the parties hereto, each of the Parties and Bank One agree as follows:
1. Amendments to the Extension Agreement.
(a) Paragraph I (a) of the Extension Agreement is hereby amended in
its entirety and replaced by the following:
"(a) Subject to the following conditions and those set forth
below, Bank One agrees to waive the Existing Defaults through
November 1, 1999 (the "Extension Period"), at which time, unless
earlier demand is made, all Obligations shall be due and payable in
full without fiuffier notice or demand by Bank One."
(b) Paragraph 2 of the Extension Agreement is hereby amended
in its entirety and replaced by the following:
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"2. Covenants During Fxtension Period.
(a) Attached to the Second Amendment as Exhibit A is a copy of
projections prepared by Borrowers (the "Proiections') of operating
results and cash flows through December 31, 1999. In accordance with the
Projections, and as an acconunodation to Borrowers, anything to the
contrary in the Loan Documents notwithstanding, through the Extension
Period, the following financial covenants shall be applicable, rather
than the Cash Flow Coverage Ratio, Tangible Capital Funds and Current
Ratio covenants set forth in the Credit Agreement:
(i) Borrowers' Total Equity shall not be less than $8,100,000.
For the purposes of this covenant, "Total Equity" means book net
worth determined in accordance with generally accepted accounting
principles;
(ii) Borrowers' Total Liabilities to Total Equity shall not
exceed 1.80 to I.O. Notwithstanding anything in the Loan Documents
to the contrary, for the purposes of this covenant, "Total
Liabilities" means all liabilities of Borrowers of any nature
whatsoever;
(iii) Borrowers' Current Ratio shall not be less than 0.70 to
1.0, provided, however, that Bank One agrees, in its sole
discretion, to equitably adjust this ratio if Secom is required to
reclassify "Assets Held For Sale" from current to long-term as part
of Secom's year end audit;
(iv) Borrowers' EBITDA shall not be less than (A) $239,309 for
the month of May, 1999, (B) $238,328 for the month of June, 1999,
(C) $212,915 for the month of July, 1999, (D) $231,572 for the
month of August, 1999; and (E) $239,003 for the month of September,
1999 and thereafter."
(b) In addition to any covenants contained in the Loan Documents
and the Extension Agreement, during the Extension Period, the Parties
covenant and agree that they will not change management of any Borrower
without the prior written consent of Bank One.
2. Delco Remy Note Secom acknowledges that it has pledged to Bank One as
additional collateral a promissory note dated October 27, 1998 in the
original principal amount of $1,500,000 payable by Xxxxx Xxxx America, Inc.
to the Order of Secom (the "Delco Remy Note"). Secom will immediately
xxxxx.xx Bank One all payments received by Secom with respect to such Delco
Remy Note, which payments will be applied by
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Bank One to pay down the Obligations in any manner Bank One determines in its
sole discretion.
3. Right to Purchase Shares. The Parties have informed Bank One that
Secom's move to the NASDAQ Small Cap Market has been approved, but in order
to continue on the NASDAQ Small Cap Market, Secom must maintain a per share
price of not less than approximately $1.75 per share. In that regard, the
Parties have requested that notwithstanding anything to the contrary in the
Loan Documents, Secom be allowed to purchase $150,000 of Secom stock off the
market as needed to meet the minimum the stock price requi rement and, as an
accommodation to the Parties, Bank One agrees to permit Secom to make such
purchases, subject to the terms and conditions of this Agreement.
4. Fees and Expenses.
(a) In consideration for Bank One agreeing to extend the Extension
Period, simultaneously with the execution of this Second Amendment,
Borrowers shall pay to Bank One a $20,000 fee (the "Extension Fee"),
which shall be deemed fully earned when due. In addition, the Borrowers
must also pay, simultaneously with the execution of this Second
Amendment, $5,587.83, which represents reimbursement for unreimbursed
legal fees and expenses incurred by Bank One through the month of May,
1999.
(b) On the first day of each month commencing on July 1, 1999,
Borrowers shall pay to Bank One a fee equal to .2863% of the average
outstanding borrowings for the previous month on the Line of Credit and
the Amended Tenn Note and the Amended Equipment Term Note.
5. References to Loan Documents. All references (a) to Loan Documents
include the Extension Agreement, the Second Amendment and all security
agreements, pledge agreements, notes, assignments and other documents and
instruments executed by the Borrowers in connection with or in furtherance of
the Extension Agreement and the Second Amendment; (b) to Guarantor Loan
Documents include the Extension Agreement, the Second Amendment, and all
security agreements, guaranties, pledge agreements, notes, assignments and
other documents and instruments executed by the Guarantors, Tri-Tec, or
Triple Tool in connection with or in furtherance of the Extension Agreement
and the Second Amendment; (c) to Obligations include all of each Borrower's,
Tri-Tec's and Triple Tool's obligations to Bank One under the Loan Documents,
Extension Agreement, the Second Amendment, and all documents, instruments and
agreements executed in connection with or in furtherance of these agreements,
including the Obligations as defined hereunder; and (d) to Collateral include
all collateral security granted to Bank One in accordance with the Extension
Agreement, the Second Amendment, and all documents, instruments and
agreements executed in connection with or in furtherance of either or both of
these agreements to secure any of the Obligations or any other
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obligation of any one or more of the Parties to Bank One, (e) and to
Guaranties includes the Tri-Tec/Uniflow Guaranty and the Triple Tool/Uniflow
Guaranty.
6. Additional Documents. Simultaneously with the execution of this
Agreement, Secom shall execute and deliver to Bank One a Fourth Amended and
Restated Term Note in the original principal amount of $585,378.48 (the
"Amended Term Note") and a Fourth Amended and Restated Equipment Term Note in
the original principal amount of $565,053.28 (the "Amended Equipment Term
Note"), copies of which are attached hereto. All references in any of the
Loan Documents or the guarantor Loan Documents to "Amended Term Note" or
"Amended Equipment Term Note" shall include such Notes as amended by the
Fourth Amended and Restated Term Note and the Fourth Amended and Restated
Equipment Term Note. Each of the Parties also agrees to execute any other
documents reasonably deemed necessary or appropriate by Bank One to carry out
the intent of or implement this Second Amendment or any of the other Loan
Documents.
7. Loan Documents Remain In Force. Except as expressly modified and
amended by the terms of this Second Amendment, all of the other terms and
conditions of the Loan Documents (including the Extension Agreement and the
Guaranties and all documents and agreements referred to or incorporated
therein or executed in connection therewith) remain in full force and effect
and are hereby ratified, confirmed and approved. Each Party, jointly and
severally, reaffirms, ratifies and confirms the liens, mortgages, assignments
and security interests granted to Bank One in the Collateral under the Loan
Documents (including the Extension Agreement and this Second Amendment) or
otherwise and acknowledges and agrees that any and all collateral security
heretofore, simultaneously herewith or hereafter granted to Bank One by any
Party shall secure all of that Party's present and future obligations to Bank
One and all present and future obligations of any one or more of the other
Parties to Bank One. If there is an express conflict between the terms of
this Second Amendment and the terms of the Loan Documents (including the
Extension Agreement), the terms of this Second Amendment shall govern and
control. Furthermore, as of the date hereof, each of the Parties hereby
restates and republishes each representation, warranty, covenant, and
agreement contained in the Loan Documents (including the Extension Agreement)
and each such representation, warranty, covenant and agreement is
incorporated herein by reference. Without limiting the generality of the
immediately preceding sentence, each of the Parties acknowledges and agrees
that each of the Guaranties remain in full force and effect and extends to
cover all of the Obligations, that all subordination agreements given by any
of the Parties in favor of Bank One remain in full force and effect and are
hereby ratified and confirmed. Each of the Parties hereby consents to all of
the terms and conditions of this Second Amendment and of all agreements
referred to or incorporated herein.
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8. Reservation of Rights.
(a) Notwithstanding anything to the contrary in this Second Amendment,
all of Bank One's rights and remedies against each of the Parties are
expressly reserved. Likewise, nothing herein shall be deemed to constitute a
waiver of any default existing as of the date hereof, a further worsening of
such default, or new Events of Default or defaults, except for the Existing
Defaults, or shall in any way prejudice the rights and remedies of Bank One
under the Loan Documents (including the Extension Agreement and any of the
Guaranties) or applicable law. Further, Bank One shall have the right to
waive any conditions set forth in this Second Amendment or the Loan
Documents, in its sole discretion, and any waiver shall not prejudice, waive
or reduce any other right or remedy which Bank One may have against any of
the Parties. However, the Parties to this Second Amendment and the Loan
Documents agree that no waiver by Bank One of any right or condition of this
Second Amendment or the Loan Documents shall be effective unless contained
in a writing signed by an authorized agent of Bank One.
(b) ANYTHING CONTAINED IN TIRS SECOND AMENDMENT OR IN ANY OTHER
AGREEMENT TO THE CONTRARY NOTWITHSTANDING, NOTHING CONTAINED IN THIS SECOND
AMENDMENT OR IN ANY OTHER AGREEMENT SHALL IN ANY WAY RESTRICT OR PROHIBIT
BANK ONE'S RIGHT TO BLOCK, STOP OR PROHIBIT PAYMENTS TO ANY SUBORDINATED
CREDITOR(S).
9. Entire Agreement, Etc.
(a) This Second Amendment constitutes the entire understanding of the
Parties and Bank One with respect to the subject matter hereof and may only
be modified or amended by a writing signed by the party to be charged. This
Second Amendment shall be governed by the internal laws of the State of
Michigan that are applicable to contracts made and to be performed wholly
within the State of Michigan, without regard to conflict of law principles.
This Second Amendment is binding on each Party and its successors, assigns,
heirs and personal representatives, and shall inure to the benefit of Bank
One, and its successors and assigns. If any of the provisions of this Second
Amendment are in conflict with any applicable statute or rule of law or
otherwise unenforceable, the offending provision shall be null and void to
the extent of such conflict or unenforceability only, and shall be deemed
separate from and shall not invalidate any other provision of this Second
Amendment.
(b) This Second Amendment is being entered into among competent persons,
who are experienced in business and represented by counsel (or who have had
the opportunity to be represented by counsel) and has been reviewed by the
Parties and their counsel, if any. Therefore, any ambiguous language in this
Second Amendment will not necessarily be construed against any particular
party as the drafter of that language.
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(c) This Second Amendment may be executed in counterparts each of which
shall be deemed an original, but together they shall constitute one and the
same instrument. Facsimile copies of signatures shall be treated as original
signatures for all purposes.
(d) From and after the date of this Second Amendment references in the
Loan Documents and all other documents executed pursuant to or in connection
with the Loan Documents (as each of the foregoing is amended hereby or
pursuant hereto), to the Loan Documents (including the Extension Agreement)
shall be deemed references to the Loan Documents (including the Extension
Agreement) as amended hereby.
(e) The terms "include", "includes", and "including" are to be treated
as if followed by "without limitation" whether or not they are followed by
these words or words with a similar meaning.
(f) All headings are inserted for convenience of reference only and
shall not affect any construction or interpretation of this Second Amendment.
10. Additional Representations. Each Party represents and warrants to
Bank One that:
(a) (i) The execution, delivery and performance of this Second Amendment
by the Parties and all agreements and documents delivered pursuant hereto by
the Parties have been duly authorized by all necessary corporate action and
does not and will not require any consent or approval of their stockholders,
violate any provision of any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect having
applicability to them or of their articles of incorporation or bylaws, or
result in a breach of or constitute a default under any indenture or loan or
credit agreement or any other agreement, lease or instrument to which the
Parties are a party or by which any of them or any of their property may be
bound or affected; (ii) no authorization, consent, approval, license,
exemption of or filing a registration with any court or govermnental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, is or will be necessary to the valid execution, delivery or
performance by the Parties of this Second Amendment and all agreements and
documents delivered pursuant hereto; and (iii) this Second Amendment and all
agreements and documents delivered pursuant hereto by any one or more of the
Parties are the legal, valid and binding obligations of each Party
enforceable against each Party in accordance with the terms thereof.
(b) After giving effect to the amendments contained herein and effected
pursuant hereto, all of the representations and warranties contained in the
Loan Documents are true and correct on and as of the date hereof with the
same force and effect as if made on and as of the date hereof.
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(c) Except for the Existing Defaults, each Party has duly and property
performed, complied with and observed each of its covenants, agreements and
obligations contained in the Loan Documents.
(d) The financial statements of the Borrowers for the eight month period
ended May 31, 1999, a copy of which has been furnished to Bank One, presents
fairly the financial condition of the Borrowers at such date and the results
of the operations of the Borrowers for the period indicated, all
substantially in accordance with generally accepted accounting principles
applied on a consistent basis, and since this date there has been no material
adverse change in any Borrower's financial condition.
(e) No one or more of the Parties has assigned any claim, set off or
defense to any individual or entity.
(f) This Second Amendment and all of the written materials delivered by
any one or more of the Parties to Bank One in connection with the
transactions contemplated hereby do not contain any statement that is false
or misleading with respect to any material fact and do not omit to state a
material fact necessary in order to make the statements therein not false or
misleading. There is no additional fact of which any Party is aware that has
not been disclosed in writing to Bank One that materially affects adversely
or, so far as each Party can reasonably foresee, will materially affect
adversely any Party's financial condition or business prospects.
(g) All Parties executing this Second Amendment in a representative
capacity warrant that they have authority to execute this Second Amendment
and legally bind the entity they represent.
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11. Survival; Reliance. All agreements, representations and warranties
made in this Second Amendment (and all agreements referred to or incorporated
herein) shall survive the execution of this Second Amendment (and all
documents and agreements referred to or incorporated herein). Notwithstanding
anything in this Second Amendment (or any documents or agreements referred to
or incorporated herein) to the contrary, no investigation or inquiry by Bank
One (including by its agents) with respect to any matter which is the subject
of any representation, warranty, covenant or other agreement set forth herein
or therein is intended, nor shall it be interpreted, to limit, diminish or
otherwise affect the full scope and effect of any such representation,
warranty, covenant or other agreement. All terms, covenants, agreements,
representations and warranties of each Party made herein (or in any documents
or agreements referred to or incorporated herein), or in any certificate or
other document delivered or to be delivered pursuant hereto shall be deemed
to be material and to have been relied upon by Bank One, notwithstanding any
investigation heretofore or hereafter made by Bank One or its agents.
12. Impairment of Collateral. The execution and delivery of this Second
Amendment (and all agreements and documents referred to herein) in no manner
shall impair or
8
affect any other security (by endorsement or otherwise) for the Obligations
or any one or more of the Parties' other obligations to Bank One. No security
taken heretofore or hereafter as security for the Obligations shall impair in
any manner or affect this Second Amendment (or any agreement or document
referred to herein). All present and future additional security is cumulative
security.
13. Time Is of the essence. Each of the Parties acknowledges and agrees
that time is of the essence as to each and every term and provision of this
Second Amendment and each of the Loan Documents.
14. Non-Waiver. No failure or delay on the part of Bank One in the
exercise of any power or right, and no course of dealing between any one or
more of the Parties and Bank One, shall operate as a waiver of such power or
right, nor shall any single or partial exercise of any power or right
preclude other or further exercise thereof or the exercise of any other power
or right. The remedies provided for herein are cumulative and not exclusive
of any remedies which may be available to Bank One at law or in equity. No
notice to or demand on any Party not required hereunder or under the Loan
Documents shall in any event entitle any such Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
the right of Bank One to any other or further action in any circumstances
without notice or demand. Any waiver of any provision of this Second
Amendment or the Loan Documents, and any consent to any departure by any one
or more of the Parties from the terms of any provision of this Second
Amendment or the Loan Documents, shall be effective only if in writin g
signed by an authorized officer of Bank One and only in the specific instance
and for the specific purpose for which given.
15. No Other Promises or Inducements. There are no promises or
inducements which have been made to any signatory hereto to cause such
signatory to enter into this Second Amendment other than those which are set
forth in this Second Amendment.
16. STATUTE OF FRAUDS. THIS SECOND AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMIPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALL
PRIOR AND CONTEMPORANEOUS ORAL AGREEMENTS, IF ANY, BETWEEN BANK ONE, ON THE
ONE HAND, AND ANY ONE OR MORE OF THE PARTIES, ON THE OTHER HAND, ARE MERGED
INTO THIS SECOND AMENDMENT AND SHALL NOT SURVIVE THE EXECUTION OF THIS SECOND
AMENDMENT.
17. RELEASE. AS FURTHER CONSIDERATION FOR THE AGREEMENTS AND
UNDERSTANDINGS HEREIN, EACH PARTY INDIVIDUALLY, JOINTLY, SEVERALLY, AND
JOINTLY AND SEVERALLY, IN EVERY CAPACITY, INCLUDING BUT NOT LIMITED TO, AS
SHAREHOLDERS, OFFICERS,
9
PARTNERS, DIRECTORS, INVESTORS OR CREDITORS OF ANY ONE OR MORE OF THE
PARTIES, EACH OF THEIR EMPLOYEES, AGENTS, EXECUTORS, SUCCESSORS AND ASSIGNS,
HEREBY RELEASE BANK ONE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS FROM ANY
LIABILITY, CLAIM, RIGHT OR CAUSE OF ACTION WHICH NOW EXISTS, OR HEREAFTER
ARISES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO FACTS
IN EXISTENCE AS OF THE DATE HEREOF. BY WAY OF EXAMPLE AND NOT LIMITATIONS, THE
FORGOING INCLUDES ANY CLAIMS IN ANY WAY RELATED TO ACTIONS TAKEN OR OMITTED
TO BE TAKEN BY BANK ONE UNDER THE LOAN DOCUMENTS, THE BUSINESS RELATIONSHIP
WITH BANK ONE AND ALL OTHER OBLIGATIONS OF ANY NATURE OR KIND OF ANY ONE OR
MORE OF THE PARTIES, ANY ORAL AGREEMENTS OR UNDERSTANDINGS (ACTUAL OR
ALLEGED), ANY BANKING RELATIONSHIPS THAT ANY ONE OR MORE OF THE PARTIES HAS
OR MAY HAVE HAD WITH BANK ONE AT ANY TIME AND FOR ANY REASON INCLUDING, BUT
NOT LIMITED TO, DEMAND DEPOSIT ACCOUNTS, OR OTHERWISE.
18. WAIVER OF JURY TRIAL AND ACKNOWLEDGMENT.
(a) EACH PARTY ACKNOWLEDGES THAT (1) THEY, HE OR IT HAS FULLY READ ALL
OF THIS SECOND AMENDMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO CONSULT WITH
COUNSEL AND OTHER ADVISORS OF THEIR CHOICE, AND AFTER CONSULTING WITH SUCH
COUNSEL AND/OR ADVISORS, KNOWINGLY, VOLUNTARILY AND WITHOUT DURESS, COERCION,
UNLAWFUL RESTRAINT, INTIMIDATION OR COMPULSION, ENTER INTO THIS SECOND
AMENDMENT, BASED UPON SUCH ADVICE AND COUNSEL AND IN THE EXERCISE OF THEIR
BUSINESS JUDGMENT, (2) THIS SECOND AMENDMENT HAS BEEN ENTERED INTO IN
EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH THE PARTIES
HERETO ACKNOWLEDGE, (3) THEY HAVE CAREFULLY AND COMPLETELY READ ALL OF THE
TERMS AND PROVISIONS OF THIS SECOND AMENDMENT AND ARE NOT RELYING ON THE
OPINIONS OR ADVICE OF BANK ONE OR ITS RESPECTRVE AGENTS OR REPRESENTATIVES IN
ENTERING INTO THIS SECOND AMENDMENT.
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(b) THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL RIGHT, BUT THAT THIS RIGHT MAY BE WAIVED. BANK ONE AND EACH
PARTY EACH HEREBY KNOWINGLY, VOLUNTARILY AND WITHOUT COERCION, WAIVE ALL
RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES ARISING OUT OF OR IN RELATION TO
THIS SECOND AMENDMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENTS BETWEEN ANY
OF THE PARTIES. NO PARTY SHALL BE DEEMED TO HAVE RELINQUISHED THE BENEFIT OF
THIS WAIVER OF JURY TRIAL UNLESS SUCH RELINQUISHMENT IS IN A WRITTEN
INSTRUMENT SIGNED BY THE PARTY TO WHICH SUCH RELINQUISHMENT WILL BE CHARGED.
EACH PARTY AND BANK ONE AGREES THAT ANY OF THEM MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF
THEIR CONSENT TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
WITNESS BANK ONE, MICHIGAN, F/K/A
NBD BANK
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------ --------------------------------
Xxxxxx X. Xxxxx, Vice President
WITNESS SECOM GENERAL CORPORATION
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Xxxx X. Xxxxxxxx, Vice President
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Signatures continue on page 12]
[Notary Public stamp]
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[Signatures continued from page 11]
WITNESS FORM FLOW, INC.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Notary Public stamp]
WITNESS L & H DIE, INC.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Notary Public stamp]
WITNESS MICANOL, INC.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Signatures continue on page 13]
[Notary Public stamp]
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[Signatures continued from page 12]
WITNESS UNIFLOW CORPORATION
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Notary Public stamp]
WITNESS MMC MANUFACTURING CORP., f/k/a
MILFORD MANUFACTURING, CORPORATION
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Xxxx X. Xxxxxxxx, Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Signatures continue on page 14]
[Notary Public stamp]
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[Signatures continued from page 13]
WITNESS TRI-TEC PLASTICS CORPORATION
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
------------------------------------
Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Notary Public stamp]
WITNESS TRIPLE TOOL, INC.
/s/ Xxxxx Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ --------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
Subscribed and sworn to before me this 29th day of June, 1999.
/s/ Xxxxxxx Xxxxxx
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Notary Public, Oakland County, MI
My Commission Expires: 5-28-2002
[Notary Public stamp]
Exhibit A: Amended Notes
14
