Exhibit 10(xviii)
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For Bank Use Only Reviewed by
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Due November 30, 2001
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Customer# 4414240 Loan # 0001
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AMENDMENT TO LOAN AGREEMENT AND NOTE
This amendment (the "Amendment") dated as of the date specified below,
is by and between the borrower (the "Borrower") and the bank (the "Bank")
identified below.
RECITALS
A. The Borrower and the Bank have executed a Loan Agreement (the
"Agreement") dated SEPTEMBER 26, 2000 and the Borrower has executed a Note (the
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"Note"), dated SEPTEMBER 26, 2000, either or both which may have been amended
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from time to time, and the Borrower (and if applicable, certain third parties)
have executed the collateral documents which may or may not be identified in the
Agreement and certain other related documents (collectively the "Loan
Documents"), setting forth the terms and conditions upon which the Borrower may
obtain loans from the Bank from time to time in the original amount of
$ 3,000,000.00, as may be amended from time to time.
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B. The Borrower has requested that the Bank permit certain
modifications to the Agreement and Note as described below.
C. The Bank has agreed to such modifications, but only upon the
terms and conditions outlined in this Agreement.
TERMS OF AGREEMENT
In consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the Borrower and the Bank agree as
follows:
[X] Extension of Maturity Date. If checked here, any references in
the Agreement or Note to the maturity date or date of final payment are hereby
deleted and replaced with "NOVEMBER 30, 2001".
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[X] Change in Maximum Loan Amount. If checked here, all references
to "$ 3,000,000.00" in the Agreement and in the Note (whether or not
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numerically) as the maximum loan amount which may be borrowed from time to time
are hereby deleted and replaced with "$ 4,000,000.00".
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[_] Change in Multiple Advance Termination Date. If checked here,
all references to " N/A " as the termination date for multiple advances are
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hereby deleted and replaced with " N/A ".
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Change in Financial Covenant(s).
(i) [_] If checked here, all references to "$____________" in the Agreement as the minimum Net Working Capital
amount are hereby deleted and replaced with "$______________" for the period beginning ____________________ and thereafter.
(ii) [_] If checked here, all references to "$____________" in the Agreement as the minimum Tangible Net Worth
amount are hereby deleted and replaced with "$______________" for the period beginning ____________________ and thereafter.
(iii) [_] If checked here, all references to "$____________" in the Agreement as the maximum Debt to Worth Ratio
are hereby deleted and replaced with "$_______________" for the period beginning July 31, 2001 and thereafter.
(iv) [_] If checked here, all references to "$____________" in the Agreement as the minimum Current Ratio are
hereby deleted and replaced with "$____________" for the period beginning ___________________ and thereafter.
(v) [_] If checked here, all references to "$____________" in the Agreement as the minimum Capital Expenditure
amount are hereby deleted and replaced with "$____________" for the period beginning __________________ and thereafter.
(vi) [_] If checked here, all references to "$____________" in the Agreement as the minimum Cash Flow Coverage
Ratio are hereby deleted and replaced with "$_____________" for the period beginning __________________ and thereafter.
(vii) [_] If checked here, all references to "$____________" in the Agreement as the maximum Officers, Directors,
Partners, and Management Salaries and Other Compensation amount are hereby deleted and replaced with "$______________" for the
period beginning _______________ and thereafter. -------------------
[_] Change in Payment Schedule. If checked here, effective upon
the date of this Amendment, any payment terms are amended as follows:
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|X| Interest Rate. If checked here, effective upon the date of
this Amendment, interest payable under the Note is amended as follows:
The unpaid principal balance will bear interest at an annual rate equal to the
prime rate announced by the Bank.
The interest rate hereunder will be adjusted each time that the prime rate
changes.
Interest will be computed for the actual number of days principal is unpaid,
using a daily factor obtained by dividing the stated interest rate by 360, which
pursuant to Iowa Stats. Section 537.2601 is the equivalent computation as using
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the same stated interest rate calculated on a 365 day basis times 1.0138.
|_| Change in Late Payment Fee. If checked here, subject to
applicable law, if any payment is not made on or before its due date, the Bank
may collect a delinquency charge of _______% of the unpaid amount. Collection of
the late payment fee shall not be deemed to be a waiver of the Bank's right to
decline a default hereunder.
Effectiveness of Prior Documents. Except as specifically amended
hereby, the Agreement, the Note and the other Loan Documents shall remain in
full force and effect in accordance with their respective terms. All warranties
and representations contained in the Agreement and the other Loan Documents are
hereby reconfirmed as of the date hereof. All collateral previously provided to
secure the Agreement and/or Note continues as security, and all guaranties
guaranteeing obligations under the Loan Documents remain in full force and
effect. This is an amendment, not a novation.
Preconditions to Effectiveness. This Amendment shall only become
effective upon execution by the Borrower and the Bank, and approval by any other
third party required by the Bank.
No Waiver of Defaults; Warranties. This Amendment shall not be
construed as or be deemed to be a waiver by the Bank of existing defaults by the
Borrower, whether known or undiscovered. All agreements, representations and
warranties made herein shall survive the execution of this Amendment.
Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be considered an original, but when taken
together shall constitute one document.
Authorization. The Borrower represents and warrants that the execution,
delivery and performance of this Amendment and the documents referenced herein
are within the authority of the Borrower and have been duly authorized by all
necessary actions.
Attachments. All documents attached hereto, including any appendices,
schedules, riders, and exhibits to this Amendment, are hereby expressly
incorporated herein by this reference.
Dated as of: ________________________
(Individual Borrower) UNIVERSAL MFG. CO.
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Borrower Name (Organization)
_____________________________________(SEAL) a NEBRASKA CORPORATION
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Borrower Name N/A By: /s/ Xxxxxx X. Xxxxxx
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_____________________________________(SEAL) Name and Title: XXXXXX X. XXXXXX,
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PRESIDENT
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Borrower Name N/A By:______________________________
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_____________________________________(SEAL) Name and Title: _________________
Agreed to:
FIRSTAR BANK, N.A.
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(Bank)
By: /s/ Xxxx Xxxxxx
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Name and Title: XXXX XXXXXX, SENIOR VICE PRESIDENT
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