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Exhibit 4f
LINE OF CREDIT AGREEMENT
This Line of Credit Agreement is entered into this 30th day of April, 1999,
between FIFTH THIRD BANK, WESTERN OHIO, an Ohio banking corporation, whose
address is 000 Xxxx Xx., Xxxxxx, Xxxx 00000 ("Bank") and HUFFY CORPORATION
("Borrower") under the following circumstances:
WITNESSETH:
WHEREAS, Borrower has requested an extension of credit, and Bank has agreed at
its sole discretion exercised at the time a request for a loan is made, to make
an extension of credit from time to time, subject to the terms hereof in amounts
not to exceed an aggregate Ten Million Dollars ($10,000,000);
WHEREAS, the form of the loans, as well as the amounts, and terms and conditions
of the loans shall vary, but in all cases shall be subject to this Agreement;
and
WHEREAS, Bank and Borrower desire to set forth their respective duties and
obligations concerning this $10,000,000 line of credit;
NOW THEREFORE, in consideration of the above representations, as well as the
terms and conditions hereinafter set forth, Bank and Borrower agree as follows:
I. THE LOANS.
(a) Amount. Subject to the terms and conditions hereof, Bank may make extensions
of credit (the "Loans") to Borrower at Borrower's request from time to time
during the term hereof, whereby the total aggregate amount of Loans under all
types of extensions of credit herein shall not exceed $10,000,000. Borrower may
from time to time request Loans from Bank up to a total aggregate principal
amount of $10,000,000 at any one time outstanding and which shall be evidenced
by a note of even date herewith in the amount of $10,000,000 ("Note") and
incorporated in Exhibit A hereto.
(b) UNCOMMITTED FACILITY. THIS IS AN UNCOMMITTED FACILITY AND NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN OR ANY COURSE OF DEALING BETWEEN BANK AND
BORROWER, THE DECISION AS TO WHETHER OR NOT TO MAKE ANY LOANS SHALL BE IN BANK'S
SOLE AND ABSOLUTE DISCRETION.
(c) Borrower must give Bank written or telephonic notice of its intention to
borrow under this Agreement, as hereinafter provided.
(d) Type of Loan. The Loans may take the form of any of the following:
(i) MONEY MARKET LOANS (as hereinafter described);
(ii) ANY OTHER TYPE OF BORROWING ARRANGEMENT MUTUALLY AGREED TO BY BANK AND
BORROWER
2. MONEY MARKET LOANS.
(a) Borrowing. Each loan shall be in the minimum principal sum of $500,000.
Borrower agrees to repay Bank on the date then due each loan now or hereafter
made by Bank to Borrower, together with interest thereon at the agreed rate.
Interest on all loans shall be computed on the basis of a 360-day year for the
actual number of days elapsed.
(b) Procedures. Each request by Borrower for a loan will be made by telephone
notice to Bank by 11:00 am Cincinnati, Ohio time. Bank will, if loans are then
available to Borrower, quote Borrower the interest rate based on the maturity
requested by Borrower. Borrower shall, at the time of quote, either accept or
reject the quote, and if accepted, Bank will credit Borrower's account for the
amount of the loan or otherwise disburse the proceeds as agreed upon between
Borrower and Bank. The amount of the interest rate on and the maturity date of
each loan shall be evidenced by the ledgers and records (including computer
records) of Bank, which, in the case of a dispute, shall be conclusive except
for manifest error. The Borrower shall provide Bank with a list of those persons
authorized to orally request loan advances under this Agreement. Bank may rely
on such list until amended in writing by Borrower.
(c) Interest Rate and Prepayment. With respect to all loans, the interest rate
quoted by Bank shall be a fixed rate and Borrower shall have no right to prepay
such loans.
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(d) Maturity. Each loan shall be for a term agreed upon between Borrower and
Bank. Each loan, together with interest thereon, shall be repaid in immediately
available funds at the main office of Bank on the maturity date of such loan.
Late payments shall bear interest thereon, due on demand, at a floating per
annum rate equal to 3% plus the Federal Funds Rate available to the Bank from
time to time on a daily basis. In the event Borrower shall fail to pay any loan
when due, all loans outstanding to Borrower shall, at the option of Bank, become
immediately due and payable without presentment, demand, protest, or notice of
any kind.
3. REPRESENTATIONS AND WARRANTIES.
Borrower hereby warrants and represents to Bank the following:
(a) Borrower is duly organized and in good standing under the laws of its
respective state of incorporation, has the power and authority (corporate and
otherwise) to carry on its business and to enter into and perform this
Agreement.
(b) The execution, delivery and performance by Borrower of this Agreement and
the Note has been duly authorized by all necessary corporate action of Borrower,
and will not contravene any law or any governmental rule or order binding on
Borrower or any document to which Borrower is subject,
4. EVENTS OF DEFAULT. Any of the following events shall be an Event of Default:
(a) any representation or warranty made herein by Borrower or in any document
furnished to Bank by Borrower in connection with this Agreement shall prove to
have been incorrect in any material respect when made; or
(b) Borrower shall default in the payment when due of any principal or interest
on any obligation of Borrower owed to Bank, of whatever nature, and such
nonpayment remains uncured for a period of three (3) after written notice
thereof, delivered by certified mail, is received by Borrower from Bank; or
(c) Borrower shall fail to observe or perform any covenant, condition or
agreement to be observed performed pursuant to the terms hereof, provided such
default shall continue unremedied for 60 days after written notice thereof to
Borrower by Bank, or
(d) a court having jurisdiction in the premises shall have entered a decree or
order for relief in respect of Borrower in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall have appointed a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of Borrower or for any
substantial part of its property, or shall have ordered the wind-up or
liquidation of its affairs; or a petition initiating an involuntary case under
any such bankruptcy, insolvency or similar law shall have been filed and been
pending for 60 days without dismissal; or
(e) Borrower shall have commenced a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or shall
have consented to the entry of an order for relief in an involuntary case under
any such law or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Borrower.
5. CONDITIONS PRECEDENT. Prior to any Borrowings hereunder, Bank will require
Borrower and Borrower agrees to deliver to Bank the following in form and
substance satisfactory to Bank:
(a) DOCUMENTATION. Except as otherwise provided in Section 2 and 3 hereof, any
Loan shall be executed on Bank's standard form documentation, as appropriate, or
such other documentation as may be necessary and satisfactory to Bank, in Bank's
sole discretion.
(b) SECRETARY'S CERTIFICATE. A Certificate of the Secretary or Assistant
Secretary of Borrower in the form of Exhibit B attached hereto confirming the
incumbency, authenticity and signature of the person(s) executing this Agreement
and the Note and such other loan documentation required by Bank accompanied by
certified copies of Borrower's Articles of Incorporation, Bylaws/Regulations and
Good Standing Certificate.
(c) CERTIFIED RESOLUTION. A copy of a resolution of the Board of Directors of
Borrower approving the transactions contemplated by the loan documents which
resolution will be certified to be true, accurate and in full force and effect
by the Secretary or Assistant Secretary of Borrower.
6. NOTICES. Notices shall be delivered to each party by mail, courier or
facsimile at the following address:
Borrower: Huffy Corporation
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxxx, Vice President Finance
Bank: Fifth Third Bank, Western Ohio
000 Xxxx Xxxxxx
Xxxxxx, Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Vice President
Facsimile No. (000) 000-0000
7. CROSS DEFAULT. In the event of a default under the terms of any Loan issued
under this Agreement, the entire indebtedness of Borrower to Bank and its
affiliates of any kind or nature shall be considered in default and payment
thereof may be accelerated without further notice or demand therefor.
8. TERM. This Agreement shall commence as of the date of this Agreement, and
unless earlier terminated by Bank in its sole discretion, this Agreement shall
terminate May 30, 2000, and any and all loans made pursuant hereto shall be due
and payable in full on that date. Bank may renew this Agreement for additional
terms of one year each in its sole discretion, and shall notify Borrower of any
such renewal.
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9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
10. JURY WAIVER. BORROWER AND BANK HEREBY AGREE TO WAIVE THE RIGHT TO TRIAL BY
JURY OF ANY MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT.
11. SUPERSEDING AGREEMENT. This Agreement is the entire agreement between the
parties concerning the matters set forth herein, and any prior or conflicting
agreements shall be superseded hereby.
12. AMENDMENTS. No change, modification or amendment hereto shall be valid
unless agreed to in writing by the parties hereto.
13. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which will be considered an original hereof.
IN WITNESS WHEREOF, Borrower and Bank have executed this Agreement by their duly
authorized officers as of the date first above written.
"Borrower"
HUFFY CORPORATION
By: /s/Xxxxxx X. Xxxxxxxxx
Its: V.P. Finance and CFO
"Bank"
FIFTH THIRD BANK, WESTERN OHIO
By: /s/ Xxx Xxxxxx
Its: Vice President
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NOTE
$10,000,000
April 30, 1999
Dayton, Ohio
On or before May 30, 2000, the undersigned, for value received, promises to pay
to the order of FIFTH THIRD BANK, WESTERN OHIO ("Bank"), at its offices at 000
Xxxx Xxxxxx, Xxxxxx, Xxxx 00000, the sum of TEN MILLION DOLLARS ($10,000,000),
or such lesser unpaid principal amount as shall be drawn upon under this Note,
in lawful money of the UNITED STATES OF AMERICA, together with interest on the
unpaid principal balance from the date of this Note, until paid, at a rate of
interest as provided for in the Line of Credit Agreement as referenced below, or
as agreed upon by Borrower and Bank at the time an advance is made hereunder.
Borrower may in accordance with said Line of Credit Agreement, borrow, prepay,
and reborrow hereunder, provided that the principal amount of all loans
hereunder at any one time shall not exceed $10,000,000. THIS IS AN UNCOMMITTED
FACILITY AND NOTHING CONTAINED HEREIN OR IN ANY COURSE OF DEALING BETWEEN THE
UNDERSIGNED AND BANK OR IN ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED HERETO
SHALL BE DEEMED TO BE A COMMITMENT BY BANK TO ADVANCE ANY FUNDS PURSUANT TO THIS
NOTE.
Demand, presentment, protest, notice of protest, and notice of dishonor are
hereby waived by all makers, guarantors and endorsers hereof.
This Note is issued pursuant to the terms of a certain Line of Credit Agreement
dated of even date herewith between the undersigned and Bank, and is subject to
all the terms, conditions and provisions thereof which are hereby incorporated
herein by reference.
THE UNDERSIGNED HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY OF ANY MATTERS ARISING
OUT OF OR RELATED TO THIS AGREEMENT.
HUFFY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
Its: Vice President Finance
