AMENDMENT NO. 14
TO THE LOAN AND SECURITY AGREEMENT
BETWEEN XXXX VALVE COMPANY, INC.
AND LASALLE BUSINESS CREDIT, INC.
This Amendment No. 14 dated as of July 27, 1995 ("Amendment")
to the Loan Agreement (defined below) is entered into by and
between Xxxx Valve Company, Inc. ("Borrower") and LaSalle Business
Credit, Inc. ("LaSalle") (formerly known as StanChart Business
Credit, Inc.).
WITNESSETH
WHEREAS, the Borrower and LaSalle are parties to a Loan and
Security Agreement originally dated as of January 30, 1987, as
previously amended by amendments through Amendment No. 5 and
Restatement of Loan and Security Agreement, dated as of September
27, 1991, by Amendment No. 6, dated as of April 8, 1994, by
Amendment No. 7, dated as of September 27, 1994, by Amendment No.
8, dated as of December 16, 1994, by Amendment No. 9, dated as of
January 25, 1995, by Amendment No. 10, dated as of February 27,
1995, by Amendment No. 11, dated as of March 27, 1995, by Amendment
No. 12, dated April 27, 1995, and by Amendment Xx. 00, xxxxx xx xx
Xxxx 00, 0000 (xx amended heretofore and hereafter, the "Loan
Agreement"), under which the Initial Term shall expire July 27,
1995;
WHEREAS, Borrower has requested that LaSalle extend the
Expiration Date of the Initial Term of the Loan Agreement from July
27, 1995 to August 27, 1995;
WHEREAS, Borrower has represented to LaSalle that Borrower's
request for LaSalle's agreement to such extension is conditioned on
the extension of the due date for
Borrower's $1,000,000 required (mandatory) principal prepayment to
the Term Lender under the terms of the Term Notes (and pursuant to
the Note Agreement, dated as of August 15, 1991, as amended, under
which the Term Notes have been issued) from July 31, 1995 (as
previously extended) to August 31, 1995;
WHEREAS, the Term Lender has agreed to extend the due date of
such $1,000,000 required (mandatory) prepayment to August 31, 1995
WHEREAS, Borrower has acknowledged that its payment of any
part of such $1,000,000 required (mandatory) prepayment to the Term
Lender prior to the due date thereof of August 31, 1995, would
constitute an Event of Default under the Loan Agreement;
WHEREAS, LaSalle has agreed to such waivers and amendments of
the Loan agreement, on the terms and conditions set forth in this
Amendment, subject to the satisfaction by Borrower as required
hereunder of certain preconditions to such waivers and to
effectiveness of such amendments as set forth below;
WHEREAS, terms, unless otherwise defined herein, are used
herein with the meanings assigned to them in the Loan Agreement;
NOW THEREFORE, in consideration of the mutual promises and
agreements of the parties hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
SECTION I - AMENDMENTS.
Upon fulfillment of the conditions to effectiveness under
Section III of this Amendment, the Loan Agreement shall be, and is
hereby, amended to be and read as follows:
A. Section 1.26 of the Loan Agreement, the definition of
"Expiration Date", shall be amended to read as follows:
"1.26 The Term 'Expiration Date' shall mean August 27, 1995,
or such later date as may be agreed by LaSalle and Borrower
pursuant to Section 3.1 hereof. "
B. The first paragraph of Section 3.1 of the Loan Agreement
shall be amended to read as follows:
"3.1 This Agreement shall have a term (the 'Initial Term')
commencing on the Effective Date and expiring on August 27, 1995,
or any other scheduled Expiration Date, the then-scheduled
Expiration date may be extended for a period of one (1) year or
less only upon mutual written consent of Borrower and LaSalle. In
no event shall the Expiration Date be extended to a date after
September 27, 1996."
SECTION II - RENEWAL FEE.
Borrower shall pay to LaSalle a renewal fee in the amount of
$ 500, which shall be earned and payable on August 1, 1995.
SECTION III - CONDITIONS OF EFFECTIVENESS OF THIS AMENDMENT.
This Amendment shall not be effective unless and until:
(a) execution of this Amendment by the parties listed as
signatories below;
(b) execution and delivery of a Company General Certificate
for Borrower, including as Exhibits Borrower's current Certificate
of Incorporation and current By-laws (or statement that they have
not been changed since the date of the last Company General
Certificate delivered to LaSalle by Borrower), resolutions of
Borrower's Board of Directors adopting this Amendment and related
instruments and documents and relevant good standing certificates;
(c) delivery of a Reaffirmation of the Amended and Restated
Guaranty of HVHC, Inc.;
(d) delivery to LaSalle of an executed copy of a letter
agreement between the Term Lender and Borrower extending the due
date of the $1,000,000 required (mandatory) prepayment due to the
Term Lender from July 31, 1995 to August 31, 1995, consenting to
the extension by LaSalle of the expiration date of the Loan
Agreement, and to the extension of the due date of Borrower's
principal and other obligations pursuant to such extension of the
expiration date, from July 31, 1995 to August 31, 1995, under
Section 2.4 of the Note Agreement, and otherwise in form and
substance satisfactory to LaSalle; and
(e) delivery of any other agreements, consents, filings or
other documents relating to the Loan Agreement and documents
delivered thereunder which are reasonably requested by LaSalle in
relation to this Amendment.
SECTION IV - GENERAL.
(a) Except as herein amended or modified, the Loan Agreement,
as previously amended, shall remain unchanged and in full force and
effect and is hereby ratified, approved, and confirmed in all
respects.
(b) After the date hereof all references in the Loan
Agreement to "Agreement", "hereof", or the like shall refer to the
Loan Agreement as herein amended or modified.
(c) Borrower agrees to furnish to LaSalle upon request, such
resolutions, opinions, certificates, documents and assurances which
LaSalle may request in connection with this Amendment.
(d) This Amendment shall be binding upon Borrower and LaSalle
and their respective successors and assigns, and shall inure to the
benefit of LaSalle and Borrower and their respective successors and
assigns.
(e) This Amendment may be executed in any number of
counterparts and each such counterpart shall be deemed to be an
original, but all such counterparts shall together constitute but
one and the same Amendment.
(f) This Amendment shall be governed by and construed in
accordance with the laws of the State of Illinois.
Dated as of the date and year first above written
XXXX VALVE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
Title: Chairman
LASALLE BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Title: Vice President
GUARANTY REAFFIRMATION
THE UNDERSIGNED hereby acknowledges and accepts the terms and
conditions of the above-stated Amendment No. 14 and reaffirms the
terms and conditions of that certain Amended and Restated General
Continuing Guaranty dated September 27, 1991.
Dated: July 27, 1995 HVHC, INC.
By: /s/ Xxxxxx X. Xxxxx
Its: President
