10.25-1
EXHIBIT 10.25
EXECUTION COPY
SECOND AMENDMENT TO LOAN AGREEMENT
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THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of December 8, 1995
(this "Amendment"), is among CHECKER MOTORS CORPORATION, A Delaware
corporation (the "Company"), YELLOW CAB COMPANY, a Delaware corporation
("Yellow Cab"), CHICAGO AUTOWERKS INC., a Delaware corporation ("AutoWerks"),
CMC KALAMAZOO INC., a Delaware corporation ("CMC") and SOUTH CHARLESTON
STAMPING & MANUFACTURING COMPANY, a West Virginia corporation ("SCSM") (the
Company, Yellow Cab, AutoWerks, CMC and SCSM may each be referred to as a
"Borrower" and collectively as the "Borrowers"), the Lenders set forth on the
signature pages hereof (collectively, the "Lenders" and individually, a
"Lender") and NBD Bank, a Michigan banking corporation, as agent for the
Lenders (in such capacity, the "Agent").
RECITAL
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The Borrowers, the Lenders and the Agent are parties to a Loan Agreement
dated as of January 26, 1995, as amended by a First Amendment to Loan
Agreement dated as of September 22, 1995 (the "Loan Agreement") and desire to
amend the Loan Agreement as set forth herein.
TERMS
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In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I. AMENDMENT. The Loan Agreement shall be amended as follows:
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1.1 The period at the end of Section 5.2(g)(ix) is deleted and "; and" is
substituted in place thereof and a new Section 5.2(g)(x) is hereby added
thereafter:
"(x) Liens in favor of West Virginia Economic Development
Authority on specific assets and subject to other
limitations as more fully described in the Intercreditor
Agreement dated December 8, 1995 attached hereto as
Schedule 5.2(g)(x) between NBD Bank, both individually
and as agent for itself and the Lenders, and the West
Virginia Economic Development Authority, and the Lenders
hereby authorize the Agent to sign such Intercreditor
Agreement on their behalf."
10.25-2
ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants that:
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2.1 The execution, delivery and performance of this Amendment is within its
powers, has been duly authorized and is not in contravention with any law, of
the terms of its articles of incorporation or by-laws, or any undertaking to
which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of it,
enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article IV of the Loan Agreement
and in the other Loan Documents are true on and as of the date hereof with
the same force and effect as if made on and as of the date hereof.
2.4 No Event of Default or Default exists or has occurred and is
continuing on the date hereof.
ARTICLE III. MISCELLANEOUS.
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3.1 References in any Loan Document to the Loan Agreement shall be deemed to
be references to the Loan Agreement as amended hereby and as further amended
from time to time.
3.2 Except as expressly amended hereby, the Borrowers agree that all
Loan Documents are ratified and confirmed and shall remain in full force and
effect and that the Borrowers have no set off, counterclaim or defense with
respect to any of the foregoing. Terms used but not defined herein shall
have the respective meanings ascribed thereto in the Loan Agreement.
3.3 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
3.4 This Amendment shall not be effective until the Company shall have
paid to the Agent, for the pro rata benefit of the Lenders, an amendment fee
in the amount of $25,000.
IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year set forth
above.
CHECKER MOTORS CORPORATION
By: /s/ Xxx Xxxxxx
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Its: Vice President
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YELLOW CAB COMPANY
By: /s/ Xxx Xxxxxx
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Its: Vice President
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SECOND AMENDMENT TO LOAN AGREEMENT
10.25-3
CHICAGO AUTOWERKS INC.
By: /s/ Xxx Xxxxxx
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Its: Vice President
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CMC KALAMAZOO INC.
By: /s/ Xxx Xxxxxx
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Its: Vice President
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SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Its: Vice President
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NBD BANK, as a Lender and as Agent
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Its: Vice President
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THE BANK OF NEW YORK COMMERCIAL
CORPORATION
By: /s/ Xxx Xxxxx
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Its: Vice President
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THE FIRST NATIONAL BANK OF BOSTON
By: /s/ K. S. Xxxxxxx
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Its: Vice President
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SECOND AMENDMENT TO LOAN AGREEMENT
