EXHIBIT 4.09
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
CONSOLIDATED PRODUCTS, INC., an Indiana corporation (the "Company") and
BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national banking association (the
"Bank") agree as follows:
1. CONTEXT. This agreement is made in the context of the
following agreed statement of facts:
a. The Company and the Bank are parties to an Amended and
Restated Credit Agreement dated December 30, 1994, as amended
from time to time to the date hereof (collectively, the
"Agreement").
b. The Company has requested that the Bank extend the
Revolving Loan Maturity Date to December 31, 2000, and the
Bank has agreed to such request subject to certain terms and
conditions.
c. The parties have executed this document (this "Fifth
Amendment") to give effect to their agreement.
2. DEFINITIONS. Terms used in this Fifth Amendment with their initial
letters capitalized are used as defined in the Agreement, unless otherwise
defined herein. Section 1 of the Agreement is amended as follows:
a. AMENDED DEFINITION. The definition of "Revolving Loan Maturity
Date" is amended and restated in its entirety as follows:
"REVOLVING LOAN MATURITY DATE" means, as of the
date of the Fifth Amendment, December 31,
2000, and thereafter any subsequent date to
which the Commitment may be extended by the
Bank pursuant to the terms of Section 2.a(iv).
b. NEW DEFINITIONS. A new definition is added to Section 1 of the
Agreement to read as follows:
"FIFTH AMENDMENT" means the written amendment to
this Agreement entitled "Fifth Amendment to
Amended and Restated Credit Agreement" and
dated effective as of February 24, 1999.
3. THE REVOLVING LOAN. The Bank hereby agrees to extend the Revolving
Loan Maturity Date from December 31, 1999 to December 31, 2000, under the
provisions of Section 2.a(iv) of the Agreement. The extension is subject to
execution and delivery by the Company to the Bank of a Revolving Note in the
form of EXHIBIT "A" attached to this Fifth Amendment.
4. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness
of this Fifth Amendment, the Bank shall have received, each duly executed and in
form and substance satisfactory to the Bank, this Fifth Amendment and the
following:
a. The Revolving Note.
b. A certified copy of resolutions of the Board of Directors
of the Company authorizing the execution and delivery of this
Fifth Amendment, the Revolving Note and any other document
required under this Fifth Amendment.
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c. A certificate signed by the Secretary of the Company
certifying the name of the officer or officers authorized to
sign this Fifth Amendment, the Revolving Note and any other
document required under this Fifth Amendment, together with a
sample of the true signature of each such officer.
d. Such other documents as may be reasonably required by the Bank.
5. REPRESENTATION AND WARRANTIES. To induce the Bank to enter into this
Fifth Amendment, the Company represents and warrants, as of the date of this
Fifth Amendment, that no Event of Default or Unmatured Event of Default has
occurred and is continuing and that the representations and warranties contained
in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements of
the Agreement.
6. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Fifth
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect.
IN WITNESS WHEREOF, the Company and the Bank, by their duly authorized
officers, have executed this Fifth Amendment to Amended and Restated Credit
Agreement effective on February 24, 1999.
CONSOLIDATED PRODUCTS, INC.
By: /s/ Xxxxx X. Bear
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Senior Vice President & Treasurer
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(Printed Name and Title)
BANK ONE, INDIANA,
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx, Senior Vice
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President
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(Printed Name and Title)
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