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EXHIBIT 4.7(b)
SECOND NOTE AMENDMENT
THIS SECOND NOTE AMENDMENT ("Amendment") is made and entered into as of
the 30th day of September, 1996, by and between CRAGAR INDUSTRIES, INC., a
Delaware corporation (the "Company"), and ______________________________ (the
"Holder").
RECITALS
A. The Company executed that certain 1993 Two-Year 6% Convertible
Subordinated Secured Note (the "Note"), dated September 30, 1993.
B. The Company and the Holder executed that certain First Note
Amendment, dated September 30, 1995.
C. The Company and the Holder desire to amend the Note again in
accordance with the terms and conditions set forth in this Amendment.
AMENDMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual obligations set forth in this Amendment, the Company and Holder hereby
agree as follows:
1. A new Section 4(i) shall be added to the Note to read as follows:
"Notwithstanding anything in this Note to the contrary, upon the
closing of the Company's initial public offering of Common Stock any
accrued but unpaid interest on this Note and the unpaid principal
balance of the Note shall be automatically converted into 19,444.4
shares of Common Stock (subject to adjustment as provided herein) for
each $100,000 of principal amount of this Note."
2. The parties hereto shall execute all further instruments and perform
all acts (including surrendering the Note following the closing of the Company's
initial public offering) which are or may become necessary to effectuate and
carry out the matters contemplated by this Amendment.
3. This Second Note Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the day and year first above written.
"Holder"
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CRAGAR INDUSTRIES, INC.
By:_________________________________
Its:________________________________