EXHIBIT 10.16
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT ("THIS
AMENDMENT") is made and entered into as of the 31st day of October, 1997, by
and among FLEET CAPITAL CORPORATION ("LENDER"), a Rhode Island corporation, and
TECHNICAL PRODUCTS GROUP, INC. ("TECHNICAL PRODUCTS"), a Delaware corporation,
XXXXXX PROPERTIES, INC. ("XXXXXX"), a Delaware corporation, DELAND PROPERTIES,
INC. ("DELAND"), a Delaware corporation, and LINCOLN PROPERTIES, INC.
("LINCOLN"), a Delaware corporation (Technical Products, Xxxxxx, DeLand and
Lincoln being referred to individually, collectively, and joint and severally,
as "BORROWER").
RECITALS
A. Borrower and Lender have entered into that certain Loan and Security
Agreement, dated December 27, 1996, as amended by that certain First Amendment
to Loan and Security Agreement, dated June 10, 1997, by and between Borrower and
Lender (as amended, the "LOAN AGREEMENT").
B. Pursuant to the terms of an Acquisition Agreement and Plan of Merger
(the "MERGER AGREEMENT"), dated as of June 6, 1997, by and between Borrower's
parent company, TPG Holdings, Inc. ("TPG"), and Xxxx Industries, Inc. ("XXXX"),
TPG intends to merge with and into Xxxx (the "MERGER"), with Xxxx being the
surviving corporation. Simultaneous with the consummation of the Merger, Xxxx
intends to change its name to Advanced Technical Products, Inc. ("ATP").
C. In accordance with the terms of the Merger Agreement, Xxxx will succeed
to and assume all now existing or hereafter arising obligations of TPG to Lender
under the Loan Agreement and the other Loan Documents, including, but not
limited to, TPG's obligations under (i) that certain Continuing Guaranty
Agreement, dated December 27, 1996 (the "GUARANTY"), pursuant to which TPG has
guaranteed all of Borrower's Obligations to Lender and (ii) that certain Stock
Pledge Agreement, dated December 27, 1996 (the "STOCK PLEDGE AGREEMENT"),
pursuant to which TPG has granted to Lender a lien upon all capital stock of
Borrower, whether now or hereafter issued.
D. TPG and Borrower have requested that, simultaneously with the
consummation of the Merger, TPG and/or Xxxx be released from its/their
obligations under the Guaranty and any deficiency liability under the Stock
Pledge Agreement; and Lender has agreed to do so subject to the terms of this
Amendment.
E. Borrower and Lender desire to amend the Loan Agreement and the other
Loan Documents (i) to clarify certain provisions of the Loan Agreement affected
by the Merger and (ii) to allow and provide for certain other matters as
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and
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valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
1.01 Capitalized terms used in this Amendment are defined in the Loan
Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
AMENDMENTS
2.01 AMENDMENT TO APPENDIX A OF THE LOAN AGREEMENT; ADDITION OF NEW
DEFINITION. Effective as of the date hereof, APPENDIX A of the Loan Agreement is
hereby amended to add the following definition hereto in alphabetical order:
"ATP - Advanced Technical Products, Inc., a Delaware corporation."
2.02 AMENDMENT TO APPENDIX A OF THE LOAN AGREEMENT; DELETION OF DEFINITION
OF "TPG". Effective as of the date hereof, APPENDIX A of the Loan Agreement is
hereby amended by deleting the definition of "TPG" therefrom.
2.03 AMENDMENT TO APPENDIX A OF THE LOAN AGREEMENT; AMENDMENT AND
RESTATEMENT OF DEFINITION OF "GUARANTOR". Effective as of the date hereof,
APPENDIX A of the Loan Agreement is hereby amended by deleting the definition of
"Guarantor" therefrom and inserting the following in lieu thereof:
"GUARANTOR - Any Person who may hereafter guarantee payment or performance
of the whole or any part of the Obligations."
2.04 AMENDMENT OF SECTION 7.1.4 TO THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 7.1.4 of the Loan Agreement is hereby amended by deleting
the last sentence therefrom and inserting the following in lieu thereof:
"ATP is the beneficial and legal holder of all outstanding capital stock
of each Borrower."
2.05 AMENDMENT TO SECTION 7.1.13 OF THE LOAN AGREEMENT. Effective as of
the date hereof, SECTION 7.1.13 of the Loan Agreement is hereby amended by
deleting therefrom the reference to "TPG" and inserting "ATP" in lieu thereof.
2.06 AMENDMENT TO SECTION 8.1.3 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.1.3 of the Loan Agreement is hereby amended and restated
in its entirety to read as follows:
"8.1.3 FINANCIAL STATEMENTS. Keep, and cause each Subsidiary to
keep, adequate
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records and books of account with respect to its business activities in
which proper entries are made in accordance with GAAP reflecting all its
financial transactions; and cause to be prepared and furnished to Lender
the following (all to be prepared in accordance with GAAP applied on a
consistent basis, unless Borrower's certified public accountants concur in
any change therein and such change is disclosed to Lender and is
consistent with GAAP):
(i) not later than 90 days after the close of each fiscal year
of Borrower, unqualified audited financial statements of ATP, as of
the end of such year, on a Consolidated basis (with a footnote
exhibiting the consolidating information of Borrower on a combined
basis used in preparing such audited financial statements),
certified by a firm of independent certified public accountants of
recognized standing selected by Borrower, but acceptable to Lender
(except for a qualification for a change in accounting principles
with which the accountant concurs);
(ii) not later than 30 days after the end of each month
hereafter, including the last month of Borrower's fiscal year,
unaudited interim financial statements of Borrower, as of the end of
such month and of the portion of Borrower's financial year then
elapsed, on a combined basis, certified by the principal financial
officer of Borrower or ATP as prepared in accordance with GAAP
(excluding incentive compensation accrual) and fairly presenting the
financial position and results of Borrower on a combined basis, for
such month and period subject only to changes from audit and
year-end adjustments and except that such statements need not
contain notes;
(iii) promptly after the sending or filing thereof, as the
case may be, copies of any proxy statements, financial statements or
reports which ATP or Borrower has made available to its shareholders
and copies of any regular, periodic and special reports or
registration statements which ATP or Borrower files with the
Securities and Exchange Commission or any governmental authority
which may be substituted therefor, or any national securities
exchange;
(iv) promptly after the filing thereof, copies of any annual
report to be filed in accordance with ERISA in connection with each
Plan; and
(v) such other data and information (financial and otherwise)
as Lender, from time to time, may reasonably request, bearing upon
or related to the Collateral or ATP's or any Borrower's and each of
its Subsidiaries' financial condition or results of operations.
Concurrently with the delivery of the financial statements described in
CLAUSE (I) of this SECTION 8.1.3, Borrower shall forward to Lender a copy of the
accountants' letter to ATP's management that is prepared in connection with such
financial statements and also shall cause to be prepared and shall furnish to
Lender a certificate of the aforesaid certified public accountants certifying to
Lender that, based upon their examination of the financial statements of
Borrower performed in connection with their examination of said financial
statements, they are not aware of
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any Default or Event of Default, or, if they are aware of such Default or Event
of Default, specifying the nature thereof, and acknowledging, in a manner
satisfactory to Lender, that they are aware that Lender is relying on such
financial statements in making its decisions with respect to the Loans.
Concurrently with the delivery of the financial statements described in CLAUSES
(I) and (II) of this SECTION 8.1.3, or more frequently if requested by Lender,
Borrower shall cause to be prepared and furnished to Lender a Compliance
Certificate in the form of EXHIBIT N hereto executed by the chief financial
officer of Borrower."
2.07 AMENDMENT TO SECTION 8.1.6 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.1.6 of this Loan Agreement is hereby amended and restated
in its entirety to read as follows:
"8.1.6.PROJECTIONS. No later than 30 days prior to the end of each
fiscal year of Borrower, deliver to Lender the budgeted combined balance
sheets, profit and loss statements, statement of changes and
capitalization statements (all prepared on a consistent basis with the
historical financial statements of Borrower, together with appropriate
supporting details and a statement of underlying assumptions) for the
forthcoming fiscal year, month by month, of Borrower."
2.08 AMENDMENT TO SECTION 8.2.7 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.2.7 of the Loan Agreement is hereby amended by deleting
the reference to "TPG" and inserting "ATP" in lieu thereof.
2.09 AMENDMENT TO SECTION 8.2.14 OF THE LOAN AGREEMENT. Effective as of
the date hereof, SECTION 8.2.14 of the Loan Agreement is hereby amended by
deleting the reference to "TPG" and inserting "ATP" in lieu thereof.
2.10 AMENDMENT TO SECTION 8.3.1 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.3.1 of the Loan Agreement is hereby amended by deleting
the reference to "TPG" and inserting "Borrower" in lieu thereof and by deleting
"on a Consolidated basis" and inserting "on a combined basis" in lieu thereof.
2.11 AMENDMENT TO SECTION 8.3.2 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.3.2 of the Loan Agreement is hereby amended by deleting
the reference to "TPG" and inserting "Borrower" in lieu thereof and by deleting
"on a Consolidated basis" and inserting "on a combined basis" in lieu thereof.
2.12 AMENDMENT TO SECTION 8.3.3 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.3.3 of the Loan Agreement is hereby amended by deleting
the reference to "TPG" and inserting "Borrower" in lieu thereof and by deleting
"Consolidated" and inserting "on a combined basis" in lieu thereof.
2.13 AMENDMENT TO SECTION 8.3.4 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 8.3.4 of the Loan Agreement is hereby amended by deleting
the reference to "TPG" and inserting "Borrower" in lieu thereof and by deleting
"on a Consolidated basis" and inserting "on a
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combined basis" in lieu thereof.
2.14 AMENDMENT TO SECTION 11.9 OF THE LOAN AGREEMENT. Effective as of the
date hereof, SECTION 11.9 of the Loan Agreement is hereby amended and restated
in its entirety to read as follows:
"11.8 NOTICE. All notices, requests and demands to or upon a party
hereto shall be in writing and shall be sent by certified or registered
mail, return receipt requested, by personal delivery against receipt, by
overnight courier or by facsimile transmissions and shall be deemed to
have been validly served, given or delivered immediately when delivered
against receipt or one (1) Business Day after deposit in the U.S. mail,
postage prepaid, or with an overnight courier or in the case of facsimile
transmission, when sent, answerback received, in each case addressed as
follows:
If to Lender: Fleet Capital Corporation
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx 0000, XX 21
Xxxxxx, Xxxxx 00000
Attention: Loan Administration Manager
Facsimile No.: (000) 000-0000
With a copy to: Xxxxxx Xxxxx, L.L.P.
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile No.: (000) 000-0000
If to Borrower: Technical Products Group, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
With a copy to: Gardere & Xxxxx, L.L.P.
Thanksgiving Tower
0000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Facsimile No.: (000) 000-0000
or to such other address as each party may designate for itself by notice
given in accordance with this SECTION 11.9; PROVIDED, HOWEVER, that any
notice, request or demand to or upon Lender pursuant to SECTION 3.1.1 or
4.2.2 hereof shall not be effective until received by Lender. Any written
notice or demand that is not sent in conformity with the provisions hereof
shall nevertheless be effective on the date that such notice is actually
received by the
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noticed party."
2.15 EXHIBIT D - CAPITAL STRUCTURE OF BORROWER. Effective as of the date
hereof, all references in the Loan Agreement to EXHIBIT D, which is entitled
"Capital Structure", shall be deemed references to EXHIBIT D which is attached
hereto as ANNEX A.
2.16 AMENDMENTS TO THE OTHER AGREEMENTS AND THE SECURITY DOCUMENTS.
Effective as of the date hereof, all references in the Other Agreements and the
Security Documents to "TPG Holdings, Inc." and "TPG" shall be deemed references
"Advanced Technical Products, Inc." and "ATP", respectively.
ARTICLE III
CONDITIONS PRECEDENT
3.01 CONDITIONS TO EFFECTIVENESS. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent, unless
specifically waived in writing by Lender:
(a) Lender shall have received (i) this Amendment, duly
executed by Borrower, (ii) a company general certificate (hereinafter
referred to as the "COMPANY GENERAL CERTIFICATE") certified by the
Secretary or Assistant Secretary of each Borrower acknowledging (A) that
each Borrower's Board of Directors has met and has adopted, approved,
consented to and ratified resolutions which authorize the execution,
delivery and performance by such Borrower of this Amendment and all other
Loan Documents to which such Borrower is or is to be a party, and (B) the
names of the officers of each Borrower authorized to sign this Amendment
and each of the other Loan Documents to which such Borrower is or is to be
a party hereunder (including the certificates contemplated herein)
together with specimen signatures of such officers, (ii) an assumption,
consent and ratification agreement duly executed by ATP pursuant to which
ATP (A) acknowledges that ATP has assumed the obligations of TPG under the
Stock Pledge Agreement, (B) consents to this Amendment, and (C) ratifies
the terms and conditions of the Stock Pledge Agreement and (iii) such
additional documents, instruments and information as Lender or its legal
counsel may request;
(b) The representations and warranties contained herein and in
the Loan Agreement and the Loan Documents, as each is amended hereby,
shall be true and correct as of the date hereof, as if made on the date
hereof;
(c) No Default or Event of Default shall have occurred and be
continuing;
(d) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documents, instruments
and other legal matters incident thereto shall be satisfactory to Lender
and its legal counsel; and
(e) The Merger shall have been consummated in accordance with
the terms of the Merger Agreement.
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ARTICLE IV
NO WAIVER
By execution of this Amendment and subject to the satisfaction conditions
precedent specified in SECTION 3.01 hereof, Lender hereby waives any Default or
Event of Default which would otherwise occur under SECTION 10.1.12 or 10.1.15 of
the Loan Agreement solely as a result of the Merger. Except as specifically
provided in the preceding sentence, nothing contained in this Amendment shall be
construed as a waiver by Lender of any covenant or provision of the Loan
Agreement, the other Loan Documents, this Amendment, or of any other contract or
instrument between Borrower and Lender, and the failure of Lender at any time or
times hereafter to require strict performance by Borrower of any provision
thereof shall not waive, affect or diminish any right of Lender to thereafter
demand strict compliance therewith. Lender hereby reserves all rights granted
under the Loan Agreement, the other Loan Documents, this Amendment and any other
contract or instrument between Borrower and Lender.
ARTICLE V
RATIFICATIONS, REPRESENTATIONS AND WARRANTIES
5.01 RATIFICATIONS. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Loan Agreement and the other Loan Documents, and, except as expressly
modified and superseded by this Amendment, the terms and provisions of the Loan
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. Borrower and Lender agree that the Loan
Agreement and the other Loan Documents, as amended hereby, shall continue to be
legal, valid, binding and enforceable in accordance with their respective terms.
5.02 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Lender that (a) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Articles of Incorporation or
Bylaws of Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any other Loan Documents are true and correct
on and as of the date hereof and on and as of the date of execution hereof as
though made on and as of each such date; (c) no Default or Event of Default
under the Loan Agreement, as amended hereby, has occurred and is continuing; and
(d) Borrower is in full compliance with all covenants and agreements contained
in the Loan Agreement and the other Loan Documents, as amended hereby.
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ARTICLE VI
RELEASE OF GUARANTY
6.01 Subject to the satisfaction of the conditions precedent specified in
SECTION 3.01 hereof, Lender agrees to release TPG and/or Xxxx from its/their
obligations under the Guaranty pursuant to the provisions of and subject to the
conditions specified in that certain Release of Guarantor in the form of ANNEX B
attached hereto.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in the Loan Agreement or any other Loan Documents, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Lender or any closing shall affect the
representations and warranties or the right of Lender to rely upon them.
7.02 REFERENCE TO LOAN AGREEMENT. Each of the Loan Agreement and the other
Loan Documents, and any and all other Loan Documents, documents or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Loan Agreement, as amended hereby, are hereby amended so
that any reference in the Loan Agreement and such other Loan Documents to the
Loan Agreement shall mean a reference to the Loan Agreement as amended hereby.
7.03 EXPENSES OF LENDER. As provided in the Loan Agreement, Borrower
agrees to pay on demand all costs and expenses incurred by Lender in connection
with the preparation, negotiation, and execution of this Amendment and the other
Loan Documents executed pursuant hereto and any and all amendments,
modifications, and supplements thereto, including, without limitation, the costs
and fees of Lender's legal counsel, and all costs and expenses incurred by
Lender in connection with the enforcement or preservation of any rights under
the Loan Agreement, as amended hereby, or any other Loan Documents, including,
without, limitation, the costs and fees of Lender's legal counsel.
7.04 SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
7.05 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of Lender and Borrower and their respective successors and
assigns, except that Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Lender.
7.06 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together
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shall constitute one and the same instrument.
7.07 EFFECT OF WAIVER. No consent or waiver, express or implied, by Lender
to or for any breach of or deviation from any covenant or condition by Borrower
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.
7.08 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
7.09 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS.
7.10 FINAL AGREEMENT. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS,
EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND
LENDER.
7.11 RELEASE. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE "OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF
ANY KIND OR NATURE FROM LENDER. BORROWER HEREBY VOLUNTARILY AND KNOWINGLY
RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, AGENTS, OFFICERS,
DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS,
ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,
KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR
HEREAFTER HAVE AGAINST LENDER, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS,
EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, AND ARISING FROM ANY "LOANS", INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING
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FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF
THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES
UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND THE NEGOTIATION AND
EXECUTION OF THIS AMENDMENT.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as
of the date first above-written.
BORROWER:
TECHNICAL PRODUCTS GROUP
By:/s/XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXX PROPERTIES, INC.
By:/s/XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Executive Vice President
DELAND PROPERTIES, INC.
By:/s/XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Executive Vice President
LINCOLN PROPERTIES, INC.
By:/s/XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Executive Vice President
LENDER:
FLEET CAPITAL CORPORATION
By:________________________________
Name:______________________________
Title:_____________________________
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