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Exhibit 10.02
AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment ("Amendment") to Loan and Security Agreement is dated October 10,
2000, and entered into by and between FINOVA Capital Corporation ("Lender"),
and HMI Industries Inc. ("Borrower").
WHEREAS, Lender and Borrower have entered into a Loan and Security
Agreement, as amended from time to time (the "Agreement") dated May 12, 1999;
and
WHEREAS, Borrower has requested an increase in its Capital Expenditure
and Indebtedness limits and for the fiscal year ended September 30, 2001; and
WHEREAS, Lender has agreed to the increase in Borrower's Capital
Expenditure and Indebtedness limits for the fiscal year ended September 30, 2001
subject to the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Agreement and this Amendment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
ARTICLE I. DEFINITIONS
Section 1.01. DEFINITIONS. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.
ARTICLE II. AMENDMENTS
Section 2.01. AMENDMENT TO THE NEGATIVE COVENANTS SECTION AS SET FORTH
ON PAGE 3 OF THE LOAN SCHEDULE. The Capital Expenditures subsection shall be,
and the same is hereby amended as follows:
The Capital Expenditure limit as set forth in the Capital Expendure
subsection shall not exceed $4,100,000.00 for the fiscal year ending September
30, 2001, only.
Section 2.02. AMENDMENT TO THE NEGATIVE COVENANTS SECTION AS SET FORTH
ON PAGE 3 OF THE LOAN SCHEDULE. The Indebtedness subsection shall be, and the
same is hereby amended as follows:
The Indebtedness limit as set forth in the Indebtedness subsection
shall not exceed $2,510,000.00 for the fiscal year ending September 30, 2001,
only.
ARTICLE III. MISCELLANEOUS
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Section 3.01. CONDITIONS. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent (unless
specifically waived in writing by Lender):
(a) there shall have occurred no material adverse change in the business,
operations, financial conditions, profits or prospects, or in the
Collateral of the Borrower;
(b) Borrower shall have executed and delivered such other documents and
instruments as Lender may require;
(c) Borrower shall have paid Lender a fee in the amount of $3,500.00 as
consideration for the consent and execution of the Amendment; and
(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.
Section 3.02 RATIFICATION. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement, are ratified and confirmed
and shall continue in full force and effect.
Section 3.03 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.
Section 3.04 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of Lender and Borrower and their respective
successors and assigns.
Section 3.05 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 shall constitute one and the same
instrument. An executed facsimile of this Amendment shall be deemed to be a
valid and binding agreement between the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first above written.
FINOVA CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
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Title: Vice President
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HMI INDUSTRIES INC.,
as Borrower
/s/ Xxxxx X. XxXxxx
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Name: Xxxxx X. XxXxxx
Title: Vice President-CFO & Treasurer
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