Exhibit (4)(xxi)
July 6, 1999
Plymouth Rubber Company, Inc.
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
RE: FIRST AMENDED AND RESTATED EXHIBIT A
Gentlemen:
Plymouth Rubber Company, Inc., a Massachusetts corporation
("Borrower") and LaSalle Bank National Association f/k/a LaSalle
National Bank, a national banking association ("Bank") have entered
into that certain Exhibit A - Special Provisions dated June 6, 1996
("Exhibit A") attached to that certain Loan and Security Agreement
dated June 6, 1996 between Borrower and Bank (the "Agreement"). From
time to time thereafter, Borrower and Bank may have executed various
amendments (each an "Amendment" and collectively the "Amendments") to
Exhibit A and the Agreement. Borrower and Bank now desire to amend and
restate the entire Exhibit A and to further amend the Agreement as
provided herein, subject to the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual covenants and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Exhibit A of the Agreement is amended and restated as the
First Amended and Restated Exhibit A as attached hereto and
made a part hereof.
2. The First Amended and Restated Exhibit A attached hereto and
made a part hereof shall not become effective until this
letter is fully executed by all parties hereto.
3. As expressly amended and restated hereby and by any other
supplemental documents or instruments executed by either party
hereto in order to effectuate the transactions contemplated
hereby, the First mended and Restated Exhibit A is ratified
and confirmed by the parties hereto and is in full force and
effect in accordance with the terms thereof.
Plymouth Rubber Company, Inc.
July 6, 1999
Page 2
LASALLE BANK NATIONAL
ASSOCIATION F/K/A LASALLE
NATIONAL BANK, a national
Banking association
By: /s/ Xxxx Xxxxxxx
Title: 1st VP
Accepted and agreed to this
5th day of October, 1999
PLYMOUTH RUBBER COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: V.P. Finance
Consented and agreed to by the following Guarantor
Of the obligations of PLYMOUTH RUBBER
COMPANY, INC. to LASALLE BANK NATIONAL
ASSOCIATION F/K/A/ LASALLE NATIONAL BANK.
BRITE-LINE TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: V.P. Finance
Date: 10/5, 1999
FIRST AMENDED AND RESTATED
EXHIBIT A-SPECIAL PROVISIONS
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
CREDIT TERMS
(1) LOAN LIMIT: Bank may, in its sole discretion, advance an amount
up to the sum of the following sublimits (the "Loan Limit"):
(a) Subject to Paragraph (4) of this First Amended and Restated
Exhibit A, up to eighty-five percent (85%) of the face amount
(less maximum discounts, credits and allowances which may
be taken by or granted to Account Debtors in connection
therewith) of Borrower's Eligible Accounts; provided, that with
respect to Eligible Accounts which are payable in currencies
other than U.S. Dollars, the face amount and all discounts,
credits and allowances shall be determined using the U.S.
Dollar equivalent thereof at such time, determined with such
frequency as Bank shall require, but not less than weekly,
based on the exchange rates published in the Wall Street
Journal on the date of determination; plus
(b) Up to fifty-five percent (55%) of the lower of the cost or market
value of Borrower's Eligible Inventory or Six Million and
No/100 Dollars ($6,000,000.00), whichever is less; plus
(c) Subject to subparagraph (3)(a) of this First Amended and
Restated Exhibit A, Three Million and No/100 Dollars
($3,000,000.00) against that certain real property described in
subparagraph (13)(a) of this First Amended and Restated
Exhibit A ; minus
(d) Such reserves as Bank elects, in its sole discretion, to
establish from time to time; provided, that the aggregate amount of Loans
made pursuant to (i) subparagraph (b) above; and (ii) Loans, as such term is
defined in that certain Loan and Security Agreement entered
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
into by and between Brite-Line Technologies, Inc. ("Brite-
Line") and Bank dated February 25, 1997 (the "Brite-Line
Agreement"), made pursuant to subparagraph (1)(b) of Exhibit
A of the Brite-Line Agreement shall in no event exceed Seven
Million Two Hundred Fifty Thousand and No/100 Dollars
($7,250,000.00);
further provided, that the aggregate Loan Limit shall in no
event exceed Eighteen Million and No/100 Dollars
($18,000,000.00), except as such amount may be increased
or decreased by Bank, in its sole discretion, from time to time;
and
further provided, that the aggregate amount of Loans to (i)
Borrower under this Agreement; and (ii) the aggregate
amount of Loans to Brite-Line under the Brite-Line
Agreement, shall in no event exceed Eighteen Million and
No/100 Dollars ($18,000,000.00).
(2) LETTERS OF CREDIT: Subject to the terms and conditions of this
Agreement, including this First Amended and Restated Exhibit A,
and the Other Agreements, during the Original Term or any Renewal
Term, Bank may, in its sole discretion from time to time issue, upon
Borrower's request, Commercial and/or Standby Letters of Credit,
provided that the aggregate undrawn face amount of all such Letters
of Credit shall at no time exceed Seven Million Five Hundred
Thousand and No/100 Dollars ($7,500,000.00). Bank's contingent
liability under the Letters of Credit shall automatically reduce, dollar
for dollar, the amount which Borrower may borrow based upon the
Loan Limit. Payments made by Bank to any Person on account of
any Letter of Credit shall constitute Loans hereunder. At no time
shall the aggregate of direct Loans by Bank to Borrower plus the
contingent liability of Bank under the outstanding Letters of Credit be
in excess of the Loan Limit. Borrower shall remit to Bank a Letter of
Credit fee equal to two percent (2%) per year on the aggregate
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
undrawn face amount of all Letters of Credit outstanding, which fee
shall be payable monthly in arrears on each day that interest is
payable hereunder. Borrower shall also pay on demand Bank's
normal and customary administrative charges for issuance of any
Letter of Credit.
(3) AVAILABILITY REDUCTIONS:
(a) The availability described in subparagraph (1)(c) of this
First Amended and Restated Exhibit A shall be
automatically curtailed by Fifty Thousand and No/100
Dollars ($50,000.00) per month, commencing on July 2,
1999 and continuing on the corresponding day of each
month thereafter until the earliest to occur of (i) the
date on which said availability shall be reduced in full;
(ii) the date upon which demand for repayment of the
Loans is made by Bank, on which date said availability
shall be reduced in full; and (iii) the date upon which
this Agreement terminates pursuant to the provisions of
Paragraph 9 of the Agreement, on which date said
availability shall be reduced in full.
(4) ELIGIBLE ACCOUNTS CRITERIA REVISIONS:
Subparagraph 1(d)(xii) of the Agreement is hereby amended in its
entirety to read as follows:
The Account Debtor is a resident or citizen of and is located within
the United States of America or is a resident or citizen of and is
located within a foreign country and with respect to Account Debtors
who are residents or citizens of and are located within a foreign
country, the Account is supported by (i) a Letter of Credit which is in
form and substance satisfactory to Bank, issued by a financial
institution acceptable to Bank and assigned to Bank in a manner
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
acceptable to Bank or (ii) credit insurance with an endorsement
acceptable to Bank and assigned to Bank in a manner acceptable to
Bank.
(5) INTEREST RATE: Subject to the terms and conditions set forth
below, the Loans shall bear interest at the per annum rate of interest
set forth in subsection (a) or (b) below:
(a) Bank's publicly announced prime rate per annum (which is not
intended to be Bank's lowest or most favorable rate in effect
at any time) (the "Prime Rate") in effect from time to time,
payable on the last Business Day of each month in arrears.
Said rate of interest shall increase or decrease by an amount
equal to each increase or decrease in the Prime Rate
effective on the effective date of each such change in the
Prime Rate.
(b) Two percent (2%) per annum in excess of the LIBOR Rate
for the applicable Interest Period, such rate to remain fixed
for such Interest Period. "Interest Period" shall mean any
continuous period of thirty (30), sixty (60), ninety (90) or one
hundred eighty (180) days, as selected from time to time by
Borrower by irrevocable notice (in writing, by telex, telegram
or cable) given to Bank not less than three (3) Business
Days prior to the first day of each respective Interest Period)
commencing on the date hereof; provided that: (i) each
such period occurring after such initial period shall
commence on the day on which the immediately preceding
period expires; (ii) the final Interest Period shall be such that
its expiration occurs on or before the end of the Original
Term or any Renewal Term; and (iii) if for any reason
Borrower shall fail to timely select a period, then such Loans
shall continue as, or revert to, Prime Rate Loans. Interest
shall be payable on the last Business Day of each month, at
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
maturity, and on the date of any payment hereon by
Borrower.
Upon the occurrence of an Event of Default and the
continuance thereof, the Loans shall bear interest at the rate
of two percent (2.0%) per annum in excess of the interest rate
otherwise payable thereon, which interest shall be payable on
demand. All interest shall be calculated on the basis of a 360-
day year.
(5).(1) OTHER LIBOR PROVISIONS:
(a) Subject to the provisions of this Agreement, Borrower shall
have the option (i) as of any date, to convert all or any part of
the Prime Rate Loans to, or request that new Loans be made
as, LIBOR Rate Loans of various Interest Periods, (ii) as of
the last day of any Interest Period, to continue all or any
portion of the relevant LIBOR Rate Loans as LIBOR Rate
Loans; (iii) as of the last day of any Interest Period, to convert
all or any portion of the LIBOR Rate Loans to Prime Rate
Loans; and (iv) at any time, to request new Loans as Prime
Rate Loans; provided, that Loans may not be continued as or
converted to LIBOR Rate Loans, if the continuation or
conversion thereof would violate the provisions of
subparagraphs (5).(1)(b) and (5).(1)(c) of this First Amended
and Restated Exhibit A or if an Event of Default has occurred
and is continuing.
(b) Bank's determination of LIBOR as provided above shall be
conclusive, absent manifest error. Furthermore, if Bank
determines, in good faith (which determination shall be
conclusive, absent manifest error), prior to the
commencement of any Interest Period that (i) U.S. Dollar
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
deposits of sufficient amount and maturity for funding the
Loans are not available to Bank in the London Interbank
Eurodollar market in the ordinary course of business, or (ii) by
reason of circumstances affecting the London Interbank
Eurodollar market, adequate and fair means do not exist for
ascertaining the rate of interest to be applicable to the Loans
requested by Borrower to be LIBOR Rate Loans or the Loans
bearing interest at the rates set forth in subparagraph (5)(b) of
this First Amended and Restated Exhibit A shall not represent
the effective pricing to Bank for U.S. Dollar deposits of a
comparable amount for the relevant period (such as for
example, but not limited to, official reserve requirements
required by Regulation D to the extent not given effect in
determining the rate), Bank shall promptly notify Borrower and
(x) all existing LIBOR Rate Loans shall convert to Prime Rate
Loans upon the end of the applicable Interest Period, and (y)
no additional LIBOR Rate Loans shall be made until such
circumstances are cured.
(c) If, after the date hereof, the introduction of, or any change in
any applicable law, treaty, rule, regulation or guideline or in
the interpretation or administration thereof by any
governmental authority or any central bank or other fiscal,
monetary or other authority having jurisdiction over Bank or its
lending offices (a "Regulatory Change"), shall, in the opinion
of counsel to Bank, make it unlawful for Bank to make or
maintain LIBOR Rate Loans, then Bank shall promptly notify
Borrower and (i) the LIBOR Rate Loans shall immediately
convert to Prime Rate Loans on the last Business Day of the
then existing Interest Period or on such earlier date as
required by law and (ii) no additional LIBOR Rate Loans shall
be made until such circumstance is cured.
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
(d) If, for any reason, a LIBOR Rate Loan is paid prior to the last
Business Day of any Interest Period or if a LIBOR Rate Loan
does not occur on a date specified by Borrower in its request
(other than as a result of a default by Bank), Borrower agrees
to indemnify Bank against any loss (including any loss on
redeployment of the funds repaid), cost or expense incurred
by Bank as a result of such prepayment.
(e) If any Regulatory Change (whether or not having the force of
law) shall (i) impose, modify or deem applicable any
assessment, reserve, special deposit or similar requirement
against assets held by, or deposits in or for the account of or
loans by, or any other acquisition of funds or disbursements
by, Bank; (ii) subject Bank or the LIBOR Rate Loans to any
tax, duty, charge, stamp tax or fee or change the basis of
taxation of payments to Bank of principal or interest due from
Borrower to Bank hereunder (other than a change in the
taxation of the overall net income of Bank); or (c) impose on
Bank any other condition regarding the LIBOR Rate Loans or
Bank's funding thereof, and Bank shall determine (which
determination shall be conclusive, absent any manifest error)
that the result of the foregoing is to increase the cost to Bank
of making or maintaining the LIBOR Rate Loans or to reduce
the amount of principal or interest received by Bank
hereunder, then Borrower shall pay to Bank, on demand,
such additional amounts as Bank shall, from time to time,
determine are sufficient to compensate and indemnify Bank
from such increased cost or reduced amount.
(f) Each request for LIBOR Rate Loans shall be in an amount not
less than One Million and No/100 Dollars ($1,000,000.00),
and in integral multiples of Two Hundred Thousand and
No/100 Dollars ($200,000.00).
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
(g) Unless otherwise specified by Borrower, all Loans shall be
Prime Rate Loans.
(h) No more than three (3) Interest Periods may be in effect with
respect to outstanding LIBOR Rate Loans at any one time.
(i) The maximum amount of Libor Rate Loans outstanding at any
one time shall not exceed fifty percent (50%) of the aggregate
Loan Limit.
(6) FEES AND CHARGES:
(a) Unused Line Fee: Borrower and Brite-Line shall jointly pay
to Bank an unused line fee of one-half of one percent (1/2 of
1%) of the average aggregate monthly loan balance of
Borrower and Brite-Line, which fee shall be fully earned by
Bank and payable monthly in arrears on each day that
interest is payable hereunder. Said fee shall be calculated
on the basis of a 360 day year.
(b) Prepayment Fee: If Borrower and Brite-Line elect to
terminate this Agreement and the Brite-Line Agreement prior
to the termination dates thereof, Borrower and Brite-Line
shall jointly pay to Bank a prepayment fee in the aggregate
equal to (i) Three Hundred Thousand and No/100 Dollars
($300,000.00) if this Agreement and the Brite-Line
Agreement are terminated on or before June 2, 2000; (ii)
Two Hundred Thousand and No/100 Dollars ($200,000.00) if
this Agreement and the Britle-Line Agreement are
terminated after June 2, 2000 and prior to June 2, 2001; and
(iii) One Hundred Thousand and No/100 Dollars
($100,000.00) if this Agreement and the Brite-Line
Agreement are terminated after June 2, 2001 but prior to the
end of the Original Term or any Renewal Term; provided
that if Borrower and Brite-Line sell all or substantially all of
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
their assets or stock to a Person other than an Affiliate and
such sale is consented to by Bank and the Liabilities are
prepaid and this Agreement and the Brite-Line Agreement
are terminated as a result thereof, then Borrower and Brite-
Line shall be required to jointly pay a prepayment fee of one
percent (1%) of the aggregate Loan Limit under this
Agreement and the Brite-Line Agreement.
(6).(1) ORIGINAL TERM: The date of the Original Term set forth in
Paragraph 9 of the Agreement is deleted and the date of June
2, 2002 is substituted in its place.
ADDITIONS AND CHANGES TO COVENANTS
(7) CHECKING ACCOUNT PROVISIONS: Borrower shall maintain its
controlled disbursement account with Bank. Normal charges shall be
assessed thereon.
(8) TANGIBLE NET WORTH: Notwithstanding the provisions of
subparagraph 11(o) of the Agreement, Borrower's and Brite-Line's
consolidated tangible net worth in the aggregate shall not, on the
last day of each fiscal quarter, be less than the Minimum Tangible
Net Worth, as hereinafter defined. On the last day of the first,
second and third fiscal quarters of Borrower's 1999 fiscal year,
"Minimum Tangible Net Worth" shall equal One Million Eight
Hundred Nineteen Thousand and No/100 Dollars ($1,819,000.00).
On the last day of Borrower's1999 fiscal year end and on the last
day of the first, second and third fiscal quarters of Borrower's 2000
fiscal year, Minimum Tangible Net Worth shall equal One Million
Nine Hundred Nineteen Thousand and No/100 Dollars
($1,919,000.00). Thereafter, on the last day of each of Borrower's
fiscal quarters, Minimum Tangible Net Worth shall be equal to
Minimum Tangible Net Worth on the last day of the immediately
preceding fiscal year plus One Hundred Thousand and No/100
Dollars ($100,000.00). "Tangible Net Worth" being defined for
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
purposes of this subparagraph as Borrower's and Brite-Line's
shareholders' equity (including retained earnings) less the book
value of all intangible assets as determined solely by Bank on a
consistent basis plus the amount of any LIFO reserve plus the
amount of any debt subordinated to Bank, all as determined under
generally accepted accounting principles applied on a basis
consistent with the financial statement dated October 30, 1998
except as set forth herein. For purposes of this subparagraph, (a)
intangible assets are: (i) intangible asset-FAS #87, (ii) deferred tax
asset, net of the valuation reserve-FAS #109, and (iii) trade names;
and (b) pension liability adjustments are excluded.
(9) LOANS TO EMPLOYEES: In addition to the restrictions contained
in subparagraph 11(l) of the Agreement, Borrower shall not make
any loan to any Person except loans to employees not exceeding
One Hundred Thousand and No/100 Dollars ($100,000.00) in the
aggregate outstanding at any one time.
(10) PERMITTED BORROWINGS: Notwithstanding the provisions of
subparagraph 10(q) of the Agreement, Borrower may finance or
refinance the acquisition of Equipment, whether by purchase money
financing, lease or otherwise.
(10).(1) REDEMPTION OF STOCK: Notwithstanding the provisions of
subparagraph 11(k) of the Agreement; and provided, that (i)
such redemption is permitted under all applicable laws; and
(ii) no Event of Default shall have occurred prior to the time
of, or would occur as a result of such redemption, Borrower
may redeem the existing shares of its common or preferred
stock in an amount not to exceed Five Hundred Thousand
and No/100 Dollars ($500,000.00) in the aggregate over the
term of the Loans during the Original Term or Renewal Term.
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
(10).(2) YEAR 2000: Borrower and its Subsidiaries have reviewed
the areas within their business and operations which could be
adversely affected by, and have developed or are developing
a program to address on a timely basis, the "Year 2000
Problem" (that is, the risk that computer applications used by
Borrower and its Subsidiaries may be unable to recognize
and perform properly date-sensitive functions involving
certain dates prior to and any date on or after December 31,
1999), and have made related appropriate inquiry of material
suppliers and vendors. Based on such review and program,
Borrower believes that the "Year 2000 Problem" will not have
a material adverse effect on its business, assets or condition,
financial or otherwise. From time to time, at the request of
Bank, Borrower and its Subsidiaries shall provide to Bank
such updated information or documentation as is requested
regarding the status of their efforts to address the "Year 2000
Problem."
ADDITIONS AND CHANGES TO DEFAULT PROVISIONS
(11) CHANGE OF MANAGEMENT DEFAULT: In addition of the Events
of Default specified in Paragraph 12 of the Agreement, it shall be an
Event of Default hereunder if Xxxxxxx Xxxxxxxxx shall cease to be
the Chief Executive Officer and President of Borrower.
(11).(1) ADDITIONAL CROSS DEFAULT: In addition to the Events of
Default specified in Paragraph 12 of the Agreement, it shall
be an Event of Default hereunder if Brite-Line shall, subject to
any applicable cure period, fail to perform, keep or observe
any of the covenants, conditions, promises, agreements or
other obligations of Brite-Line to Bank under any agreements
now or hereafter existing between Brite-Line and Bank,
including, without limitation, that certain Brite-Line
Agreement.
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
OTHER PROVISIONS
(12) PERMITTED LIENS: Bank acknowledges that the liens evidenced
by the following filed financing statements and any amendments
thereto, as said financing statements existed as of April 22, 1996,
shall constitute Permitted Liens:
799024; 158343; 248791; 260181; 266662; 277903; 287675;
287676; 319711; 353682; 356799; 3027; 5421; 4845; 4104; 5472;
5537; 5503; 5590; 5591; 5732; 5908; 5918; 884455; 3412; Book
8343 Pg 361; Book 364 Page 164; 362342; and 5937.
(12).(1) Paragraph (1) of the Agreement is amended to add the following
provision:
(a)(a) "LIBOR Rate" shall mean with respect to any LIBOR Rate
Loan for any Interest Period (as defined in subparagraph
(5)(b) of this First Amended and Restated Exhibit A), a rate
per annum equal to the offered rate for deposits in United
States dollars for a period equal to such Interest Period as
it appears on Telerate page 3750 as of 11:00 a.m. (London
time) two Business Days prior to the first day of such
Interest Period. "Telerate page 3750" means the display
designated as "Page 3750" on the Telerate Service (or
such other page as may replace page 3750 of that service
or such other service as may be nominated by the British
Bankers' Association as the vendor for the purpose of
displaying British Bankers' Association interest settlement
rates for United States dollar deposits).
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
(12).(2) Subparagraph 7(c) of the Agreement is deleted in its entirety
and the following is substituted in its place:
(c) Bank shall, within two (2) business days after receipt by Bank
at its office in Chicago, Illinois of cash or other immediately
available funds from collections of items of payment and
proceeds of any Collateral, apply the whole or any part of
such collections or proceeds against the Liabilities in such
order as Bank shall determine in its sole discretion.
(12).(3) Subparagraph 1(y) of the Agreement is deleted in its entirety and the
following is substituted in its place:
(y) "LIBOR Rate Loans" shall mean the Loans bearing interest
at the rate set forth in subparagraph (5)(b) of this First
Amended and Restated Exhibit A.
ADDITIONAL CONDITIONS
(13) ADDITIONAL CONDITIONS: Whenever a condition contained herein
requires delivery of an agreement or other document to Bank, each such
agreement or other document shall be in form and substance satisfactory to
Bank in its sole discretion.
(a) Real Property as Collateral: Borrower has conveyed, mortgaged,
assigned, transferred and pledged to Bank that certain real property
commonly known as 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000 ("Property") and, if title to said Property is in a land trust, any
beneficial interest relative thereto. In connection therewith, Borrower
has executed such documentation as Bank, in its sole discretion,
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
deemed necessary, including, without limitation, a Mortgage and
Security Agreement or similar instrument, Assignment of Leases and
Rents, Tenant Subordination, Tenant and Attornment Agreement
and Collateral Assignment of Beneficial Interest.
(b) Warehouseman's Letters: Bank hereby acknowledges that Eligible
Inventory is and from time to time may be stored with a bailee,
warehouseman, or similar party at the locations set forth in Exhibit B.
Relative thereto, Borrower shall cause each such party to execute
and deliver to Bank a Warehouseman's Letter.
(c) Processor's Letters: Bank hereby acknowledges that Eligible
Inventory is and from time to time may be delivered to a processor
for processing at the locations set forth in Exhibit B. Relative thereto,
Borrower shall cause each such party to execute and deliver a
Processor's Letter to Bank and shall cause each such party to
execute and deliver a Uniform Commercial Code Financing
Statement to Bank.
(d) Patent, Trademark and License Mortgage: Bank shall retain the
Patent, Trademark and License Mortgage.
(e) Credit Insurance: Borrower has assigned to Bank as Collateral the
proceeds of Borrower's Credit Insurance Policy issued by Foreign
Credit Insurance Association, to the extent such insurance is
maintained by Borrower.
(f) Intercreditor Agreement: Bank shall retain the Intercreditor
Agreement of General Electric Capital.
Attached to and made a part of that certain Loan and Security
Agreement dated June 6, 1996 (the "Agreement") by and between
Plymouth Rubber Company, Inc. ("Borrower") and LaSalle Bank
National Association f/k/a LaSalle National Bank ("Bank").
(g) Intentionally Omitted
(h) Guaranty: Bank shall retain the Continuing Unconditional
Guaranty of Brite-Line of any and all indebtedness of
Borrower to Bank.
