AMENDMENT NO. 3 TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
April 12, 2002 amends and supplements the Amended and Restated Credit Agreement
dated as of April 14, 2000 (the "Credit Agreement") among Xxxxxx Co., Inc., a
Wisconsin corporation (the "Company"), the financial institutions party thereto
(the "Lenders") and U.S. Bank, National Association d/b/a Firstar Bank, N.A., as
agent for the Lenders (in such capacity, the "Agent").
RECITAL
The Company, the Lenders and the Agent desire to amend the Credit Agreement
as provided below.
AGREEMENTS
In consideration of the promises and agreements contained in the Credit
Agreement, as amended hereby, the Company, the Banks and the Agent agree as
follows:
1. Definitions and References. Capitalized terms not defined herein have
the meanings assigned in the Credit Agreement. Upon the satisfaction of the
conditions set forth in section 5 below, all references to the Credit Agreement
contained in the Loan Documents mean the Credit Agreement as amended by this
Amendment No. 3 to Amended and Restated Credit Agreement ("Amendment No. 3").
This Amendment No. 3 is a Loan Document.
2. Amendments to Credit Agreement.
(a) The defined term "Effective Date" in Section 1 of the Credit
Agreement is amended by deleting the date "April 14, 2000" and replacing it with
the date "April 12, 2002".
(b) The defined term "Revolving Note Maturity Date" in Section 1 of
the Credit Agreement is amended by deleting the date "April 12, 2002" and
replacing it with the date "April 11, 2003".
3. St. Xxxxxxx Bank, FSB No Longer a Party to Credit Agreement. The parties
agree that as of the effective date of this Amendment Xx. 0, Xx. Xxxxxxx Xxxx,
XXX is no longer a party to the Credit Agreement, is no longer a Lender, shall
have no further rights or obligations under the Credit Agreement and shall
promptly return its Revolving Note to the Company.
4. Decrease in Revolving Loan Commitment; Modification of Percentages. The
parties agree that as of the effective date of this Amendment No. 3
(a) The aggregate Revolving Loan Commitment shall be reduced from
$50,000,000 to $45,000,000 and
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(b) The Percentage and Revolving Loan Commitment of each Lender shall
be as set forth opposite its signature to this Amendment No. 3.
5. Closing Conditions. This Amendment No. 3 shall become effective upon its
execution and delivery by the parties hereto and receipt by the Agent of:
(a) Secretary's Certificate. A certificate of the Secretary of the
Company to the effect that there have been no amendments to the Articles of
Incorporation and By-Laws of the Company since the most recent date on which
copies thereof were furnished to the Agent.
(b) Other Documents. Such other documents relating to the transactions
contemplated by this Amendment No. 3 as the Agent shall reasonably request.
6. Representations and Warranties. The Company represents and warrants
that:
(a) The execution and delivery by the Company of this Amendment No. 3
and the performance by the Company under the Credit Agreement, as amended
hereby, (i) are within its corporate power, (ii) have been duly authorized by
all necessary corporate action on the part of the Company, (iii) do not violate
any provision of the Articles of Incorporation or By-Laws of the Company, (iv)
do not violate any provision of or constitute a default under any existing law,
rule or regulation of any governmental authority or agency, any order or
decision of any court binding upon the Company or the terms of any agreement,
restriction or undertaking to which the Company is a party or by which it is
bound or (v) require the approval or consent of the Shareholders of the Company,
any governmental body or authority or any other person or entity other than
those which have been obtained and are in full force and effect; and
(b) the representation and warranties contained in the Loan Documents
are true and correct in all material respects as of the date hereof and no
Default or Event of Default exists as of the date hereof.
7. Costs and Expenses. The Company agrees to pay, on demand, all costs and
expenses (including reasonable attorneys' fees and disbursements) paid or
incurred by the Agent in connection with the negotiation, execution and delivery
of this Amendment No. 3.
8. Governing Law. This Amendment No. 3 shall be governed by the laws of the
State of Wisconsin.
9. Full Force and Effect. The Credit Agreement, as amended by this
Amendment No. 3 remains in full force and effect.
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XXXXXX CO., INC.
BY: /s/ Xxxxx X. Xxxxxx
--------------------------------
Its: Vice President
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Revolving Loan
Commitment Percentage
---------- ----------
$27,000,000.00 60% U.S. BANK, National Association
d/b/a FIRSTAR BANK, N.A., as the
Agent and a Bank
BY: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Its: Vice President
----------------------------
$18,000,000.00 40% BANK ONE, WISCONSIN
BY: /s/ Xxxxxxx X. X'Xxxxxxxxx
--------------------------------
Its: Vice President
----------------------------
$0.00 0% ST. XXXXXXX BANK, F.S.B.
BY: /s/ Xxxx X. Tans
--------------------------------
Its: Vice President
----------------------------
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