April 28, 1997
Consolidated Products, Inc.
500 Century Building
00 Xxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Re: AMENDMENT NO. 1 TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
Ladies and Gentlemen:
Reference is made to that certain Note Purchase and Private Shelf
Agreement dated as of September 27, 1995 (as amended from time to time, the
"NOTE AGREEMENT") between Consolidated Products, Inc., an Indiana corporation
(the "COMPANY"), and The Prudential Insurance Company of America
("PRUDENTIAL"), pursuant to which the Company issued and sold and Prudential
purchased the Company's:
(i) 12.44% $14,250,000 Series A Senior Notes due October 31, 1997,
(ii) 7.70% $10,000,000 Series B Senior Notes due September 27, 2005,
(iii) 7.40% $5,000,000 Series C Senior Notes due September 25, 2005,
(iv) 7.72% $5,000,000 Series D Senior Notes due August 23, 2006, and
(v) 7.83% $5,000,000 Series E Senior Notes due August 23, 2006.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Note Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Note Agreement, the parties hereto agree
as follows:
SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Note Agreement is amended as
follows:
1.1 Paragraph 1D of the Note Agreement is amended to delete in its
entirety the amount "$10,000,000" appearing therein and to substitute
therefor the amount "$35,000,000".
1.2 Paragraph 2B(2) of the Note Agreement is amended to delete in its
entirety clause (i) thereof and to substitute therefor the following: "(i)
April 28, 2000, and".
1.3 The Company and Prudential expressly agree and acknowledge that as
of the date hereof the Available Facility Amount is $25,000,000.
NOTWITHSTANDING THE FOREGOING, THIS AMENDMENT AND THE NOTE AGREEMENT HAVE
BEEN ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR
ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO
PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT
TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE
CONSTRUED AS A SOMMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
SECTION 2. REPRESENTATION AND WARRANTY. The Company hereby represents
and warrants that no Default or Event of Default exists under the Note
Agreement as of the date hereof.
SECTION 3. CONDITIONS PRECEDENT. This letter shall become effective as
of the date first above written upon (i) the return by the Company to
Prudential of a counterpart hereof duly executed by the Company and
Prudential and (ii) the payment of a $50,000 structuring fee to The
Prudential Insurance Company of America. The letter should be returned to:
Prudential Capital Group, Two Xxxxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx
00000, Attention: Wiley X. Xxxxx.
SECTION 4. REFERENCE TO AND EFFECT ON NOTE AGREEMENT. Upon the
effectiveness of this letter, each reference to the Note Agreement in any
other document, instrument or agreement shall mean and be a reference to the
Note Agreement as modified by this letter. Except as specifically set forth
in Section 1 hereof, the Note Agreement shall remain in full force and effect
and is hereby ratified and confirmed in all respects.
SECTION 5. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
SECTION 6. COUNTERPARTS; SECTION TITLES. This letter may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same instrument. The section titles contained in this letter are and
shall be without substance, meaning or content of any kind whatsoever and are
not a part of the agreement between the parties hereto.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ Xxxx X. Xxxxxxxxxxx
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Vice President
AGREED AND ACCEPTED:
CONSOLIDATED PRODUCTS, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Senior Vice President, Finance and Treasurer
