Exhibit 10.50
SIXTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this "Amendment") is dated as of the 31st day of March, 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 and that certain Fifth Amendment to Amended and Restated Loan
and Security Agreement dated as of December 31, 2000 (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),
(ii) reduce the Revolving Credit Commitment as a result of the Borrowers'
sale of certain Collateral and (iii) clarify certain covenants contained in
the Agreement, 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.
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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.
(b) Any and all references to "Galewood Assignment of Rents,"
"Galewood Mortgage" or "Galewood Mortgaged Property" shall be deemed deleted
in their entirety.
(c) 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 December 31, 2001.
(d) 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 March 31, 2001 made
by Borrowers, jointly and severally, in favor
of Bank, in the maximum principal amount
available of Nine Million Six Hundred Thousand
and 00/100 Dollars ($9,600,000.00), as the same
may be amended, modified or supplemented from
time to time, together with any renewals
thereof or exchanges or substitutes therefor.
(e) 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
Nine Million Six Hundred Thousand Dollars
($9,600,000) 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.
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Notwithstanding the foregoing, the
Revolving Credit Commitment shall be
permanently reduced to Six Million Six
Hundred Thousand Dollars ($6,600,000)
upon the earlier to occur of (i)
Borrowers' sale and Bank's release of its
liens on the Fife Mortgaged Property and
(ii) October 30, 2001. Upon any reduction
of the Revolving Credit Commitment as set
forth above, Borrowers hereby agree to
immediately pay all amounts outstanding
under the Revolving Credit Commitment in
excess of the reduced amount of the
Revolving Credit Commitment as of the
date of such reduction. To the extent
such amounts are not paid upon the
corresponding date of such reduction, it
shall constitute an Event of Default and,
in addition to any other remedies
available to Bank, interest on the Loans
shall accrue at the Default Rate.
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.
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
Forty-Eight Thousand Dollars ($48,000) 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.
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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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Sixth Amendment to Amended and Restated Loan
and Security Agreement Signature Page
IN WITNESS WHEREOF, the parties hereto have duly executed this Sixth
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: _______________________________
[Continued on following page]
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[Continued from prior page]
CMC HEARTLAND PARTNERS IV, LLC, a
Delaware limited liability company
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. Sixth Amendment to Amended and Restated Loan and Security
Agreement (the "Amendment");
2. Substitute Revolving Note; and
3. Secretary's Certificate of Heartland Technology, Inc. certifying
to and attaching resolutions of each Borrower approving the
Amendment.
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