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EXHIBIT 99.12
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS AGREEMENT, to be effective and dated as at the 26th day of
September, 1997, by and between FLEET BANK, a bank organized and existing under
the laws of the State of New York, and having its principal banking house
located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (herein called the "Lender"),
and DECORA, INCORPORATED, a Delaware corporation duly authorized to do business
in the State of New York as Decora Manufacturing and having its principal place
of business at Xxx Xxxx Xxxxxx, Xxxx Xxxxxx, Xxx Xxxx 00000 (herein called the
"Borrower").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender entered into a Loan and Security
Agreement on July 19, 1994 (the "Loan Agreement") pursuant to the terms and
conditions of which the Lender agreed, from time to time, up to and including
July 18, 1995, to make loans to the Borrower in such amount or amounts as the
Lender would determine, but not to exceed $1,000,000.00 outstanding in the
aggregate at any one time, with all borrowings evidenced on Borrower's
Promissory Note executed and delivered by the Borrower to the Lender on July 19,
1994 (the "Prior Note"); and
WHEREAS, on March 27, 1997, the Borrower executed in favor of the
Lender and Amended and Restated Promissory Note in the principal amount of
$3,354,166.69 (the "New Note"); which New Note was subject to the terms of the
Loan Agreement, as modified by the terms of a First Amendment to Loan and
Security Agreement, also dated March 27, 1997 executed by and between the
Borrower and the Lender (hereinafter the "First Amendment"); and
WHEREAS, the Lender, at the request of the Borrower has agreed
to make further modifications to the Loan Agreement; and
NOW, THEREFORE, in consideration of $1.00 and other good and valuable
consideration, receipt of which is hereby acknowledged, it is agreed on the part
of the Borrower with the Lender as follows:
1. That those certain financial covenants contained in paragraph 3(d)
and those certain financial reporting requirements contained in paragraph 3(g)
of that certain Loan and Security Agreement entered into by and between the
Borrower and the Lender on April 18, 1990, which Loan and Security Agreement was
modified and amended by that certain Loan and Security Agreement Amendment No. 1
dated as of July 19, 1994, by and between the Borrower and the Lender, that
certain Loan and Security Agreement Amendment No. 2 dated as of August 13, 1996
by and between the Borrower and the Lender, that certain Loan and Security
Agreement No. 3 dated as of March 27, 1996 by and between the Borrower and the
Lender and that certain Loan and Security Agreement Amendment No. 4 dated as of
even date herewith by and between the Borrower and the Lender
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(collectively the "Loan and Security Agreement") shall be incorporated into and
become a part of the Loan Agreement, as modified pursuant to the terms of this
Agreement, and shall continue to govern the loan which is the subject of this
Agreement and shall remain in full force and effect, even if the loan which is
the subject the aforementioned Loan and Security Agreement should be paid in
full and said Loan and Security Agreement should be terminated.
2. That paragraph 6 of the Loan Agreement shall be modified, in part,
to add another default condition as follows:
"or in the event the Borrower is in default pursuant to the terms of
that certain Note and Warrant Purchase Agreement dated as of September
26, 1997 among the Borrower, Decora Industries, Inc., Xxxxxxxx Street
Capital Advisors, L.L.C., as Agent and the Purchasers named therein or
any of the "Loan Documents" as that term is defined therein. . ."
3. That all of the other terms and conditions of the Loan Agreement
shall remain in full force and effect, except as further modified by the terms
of this Agreement.
4. The Borrower hereby warrants and covenants to the Lender that as of
the date of this Agreement, there are no disputes, offsets, claims or
counterclaims of any kind or nature whatsoever under the Prior Note, the New
Note, the Loan Agreement, the First Amendment, this Agreement or any of the
documents executed in connection herewith or therewith or the obligations
represented or evidenced hereby or thereby.
5. By signing this Agreement, Decora Industries, Inc. the ("Guarantor")
hereby consents to all the provisions of this Agreement and ratifies and affirms
its obligations to the Lender pursuant to the Guaranty Agreement (the
"Guaranty") previously executed by it and modifies, confirms and approves of
this Second Amendment to Loan and Security Agreement and hereby warrants and
covenants to the Lender that as of the date of this Second Amendment to Loan and
Security Agreement that there are no disputes, offsets, claims or counterclaims
of any kind or nature whatsoever under the Guaranty or any of the documents
executed herewith or therewith or the obligations represented or evidenced
hereby or thereby.
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IN WITNESS WHEREOF, the parties have caused this instrument to be
executed by their duly authorized officers as of the effective date above
written.
DECORA, INCORPORATED d/b/a FLEET BANK
DECORA MANUFACTURING
By: ________________________________ By: _______________________________
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx
Vice President, Finance Vice President
CONSENT OF UNCONDITIONAL GUARANTOR:
DECORA INDUSTRIES, INC.
By: ________________________________
Xxxxxxx X. Xxxxxxx
Executive Vice President,
Finance and Administration
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