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EXHIBIT 10(v)
FOURTH AMENDMENT TO LOAN AGREEMENT
This FOURTH AMENDMENT TO LOAN AGREEMENT ("Amendment") dated August 8,
1997 is made by and among APOGEE, INC. a Delaware corporation ("Apogee") and
each Subsidiary identified on the attached Schedule 6.1(c) (collectively, the
"Borrowing Subsidiaries" and together with Apogee, the "Borrowers" and
individually, a "Borrower") and PNC BANK, NATIONAL ASSOCIATION, a national
banking association (the "Bank").
Reference is made to the Revolving Credit Agreement dated as of April
11, 1996 by and between the Borrowers and the Bank, as amended on June 21, 1996,
November 1, 1996 and March 11, 1997 (the "Agreement") pursuant to which the Bank
made available to the Borrowers a $15,000,000 revolving credit facility. The
obligations under the Agreement and the Loan Documents were evidenced by the
Borrowers' Note payable to the Bank. (Capitalized terms used herein not
otherwise defined shall have the meanings provided for in the Agreement.)
NOW, THEREFORE, in consideration of the foregoing and for other
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendment to Agreement
(a) The Agreement is hereby amended by amending the definition
of "Expiration Date" by substituting for the date set forth therein the date
"November 30, 1998" and the Loan Documents, involving the Revolving Credit Note"
are likewise amended to reflect such date.
2. Miscellaneous
(a) Recognizing and in consideration of the Bank's agreement
to the amendments herein set forth, the Borrowers hereby waive and release the
Bank and its officers, attorneys, agents, and employees from any liability,
suit, damage, claim, loss or expense of any kind or nature whatsoever and
howsoever arising out of or relating to the Bank's acts or omissions with
respect to the Revolving Credit Loans. The Borrowers further hereby agree to
indemnify and hold the Bank and its officers, attorneys, agents and employees
harmless from any loss, damage, judgment, liability or expense (including
counsel fees) suffered by or rendered against the Bank or any of them on account
of anything arising out of the Revolving Credit Note, the Credit Agreement, this
Agreement, the Loan Documents or any other document delivered pursuant thereto
up to and including the date hereof.
(b) All of the terms, conditions, provisions and covenants in
the Note, the Agreement, the Loan Documents, and all other documents delivered
to the Bank in connection with any of the foregoing documents and obligations
secured thereby shall remain unaltered and in full force and effect except as
modified by this Agreement.
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(c) The Borrowers agree to pay all of the Bank's expenses
incurred in connection with the preparation of this Amendment and the
transactions contemplated by this Amendment, including without limitation, the
reasonable fees and expenses of the Bank's counsel.
(d) This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
(e) Each and every one of the terms and provisions of this
Amendment shall be binding upon and shall inure to the benefit of the Borrowers
and the Bank and their respective successors and assigns.
(f) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall constitute but one
and the same instrument.
(g) Apogee represents and warrants that all of its
subsidiaries are listed on Schedule 6.1(c).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
APOGEE, INC., a Delaware corporation,
and each of the other Borrowers and
Guarantors listed on Schedule 6.1(c)
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By: /s/ Xxxxxxx Xxxxxxxxx
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Vice President of Finance of each Borrowers
and Guarantors listed on Section 6.1(c)
-and-
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Vice President
