JOINDER, CONSENT AND AMENDMENT NO. 1
TO
REVOLVING CREDIT, TERM LOAN, GUARANTY
AND SECURITY AGREEMENT
THIS JOINDER, CONSENT AND AMENDMENT NO. 1 ("Amendment") is entered into
as of February 23, 2000 by and among SUNSOURCE INC., a corporation organized
under the laws of the State of Delaware ("SunSource"), SUNSOURCE TECHNOLOGY
SERVICES INC., a corporation organized under the laws of the State of Delaware
("STSI"), THE XXXXXXX GROUP, INC., a corporation organized under the laws of the
State of Delaware ("Xxxxxxx"), XXXXXXX GLASS, INC., a corporation organized
under the laws of the State of Delaware ("Xxxxxxx"), KAR PRODUCTS INC., a
corporation organized under the laws of the State of Delaware ("KAR")
(SunSource, STSI, Xxxxxxx, Xxxxxxx and KAR, each a "Borrower" and collectively
"Borrowers"), 1394066 Ontario Inc., a corporation organized under the laws of
the Province of Ontario ("Ontario Inc."), the other Credit Parties (as defined
in the Loan Agreement (as defined herein)) named therein or which hereafter
become a party thereto, the financial institutions which are now or which
hereafter become a party thereto (collectively, the "Lenders" and individually a
"Lender") and PNC BANK, NATIONAL ASSOCIATION, a national banking association
("PNC"), as Agent for Lenders (PNC, in such capacity, the "Agent").
BACKGROUND
Borrowers, the other Credit Parties, Lenders and Agent are parties to
that certain Revolving Credit, Term Loan, Guaranty and Security Agreement dated
as of December 15, 1999 (as amended, restated, supplemented or otherwise
modified from time to time, the "Loan Agreement") pursuant to which Agent and
Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested that Agent and Lenders amend the Loan
Agreement and allow for the transfer of certain assets as provided for in that
certain Contribution Agreement dated as of February 10, 2000 by and among
SunSource, SUNSOURCE INDUSTRIAL SERVICES COMPANY, INC., a corporation organized
under the laws of the State of Delaware ("SISC"), KAR, A & H HOLDING COMPANY,
INC., a corporation organized under the laws of the State of Michigan ("A & H
Holding"), SUNSOURCE CANADA INVESTMENT COMPANY, an unlimited liability company
organized under the laws of the Province of Nova Scotia ("SunSource Canada"), A.
& H. BOLT & NUT COMPANY LTD., a company organized under the laws of the Province
of Ontario ("A & H Bolt") and GC-SUN HOLDINGS, L.P., a Delaware limited
partnership ("Partnership")(as amended, supplemented, modified or restated from
time to time, the "Contribution Agreement"), and Agent and Lenders are willing
to do so on the terms and conditions hereafter set forth.
Borrowers have informed Agent that SISC and A & H Holding will own
forty-nine percent (49%) of all of the Units (as defined in the Amended and
Restated Agreement of Limited Partnership of GC-Sun Holdings, L.P. dated as of
March 2, 2000 among GC-Limited, Inc., a Delaware corporation ("Glencoe Corp."),
SISC, A & H Holding, and GC-Sun G.P., Inc. a Delaware corporation ("GC-SUN")(the
"Partnership Agreement").
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Joinder Agreement.
(a) Ontario Inc. is hereby added as an additional Guarantor under
the Loan Agreement, and all references to "Guarantor" or "Guarantors" thereunder
and under all of the Other Documents shall hereafter be deemed to include
Ontario Inc.
(b) Ontario Inc. hereby adopts the Loan Agreement and each of the
Other Documents and assumes in full, and acknowledges that it is jointly and
severally liable for, the payment, discharge, satisfaction and performance of
all Obligations under the Loan Agreement and the Other Documents. Ontario Inc.
hereby acknowledges and confirms that Ontario Inc. hereby grants to Agent for
its benefit and for the ratable benefit of Lenders a continuing lien and
security interest in all presently existing and hereafter arising Collateral
which Ontario Inc. now or hereafter owns or has an interest in, wherever
located, to secure prompt repayment of any and all Obligations owed to Agent and
Lenders and to secure prompt performance by Borrowers of each and all of their
covenants and obligations under the Loan Agreement, this Amendment and the Other
Documents. Agent's lien and security interest in the Collateral shall attach to
all Collateral without further act on the part of Agent, Ontario Inc.
3. Consent. Subject to satisfaction of the conditions precedent set
forth in Section 5 below, Agent and Lenders hereby (a) consent to the
transactions contemplated by the Contribution Agreement entered into by KAR,
SunSource, SISC, A & H Bolt, A & H Holding, Ontario Inc. and SunSource Canada
provided that no Credit Party shall make any contribution or distribution of any
kind or nature to the Partnership including, without limitation, satisfying a
capital call made by the Partnership without the prior written consent of Agent
and Required Lenders and (b) release (i) all Liens which Agent may have upon the
assets of KAR, A & H Bolt and SunSource Canada and any stock of such entities
which was pledged to Agent as security for the Obligations, and Agent further
agrees, at Borrowers' expense, to deliver to SunSource such UCC-3 termination
statements and mortgage satisfactions as may be reasonably requested by
Borrowers in connection with the above described release of the Agent's Lien on
such items of Collateral and (ii) KAR, A & H Bolt and SunSource Canada as Credit
Parties under the Loan Agreement.
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4. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 5 below, the Loan Agreement is hereby
amended as follows:
(a) Section 1.2 is amended as follows:
(i) the following defined terms are amended in their entirety to
provide as follows:
"Eligible Inventory" shall mean and include Inventory (excluding
work in process), with respect to each Borrower valued at the lower of cost or
market value, determined on a first-in-first-out basis, which is not, in Agent's
reasonable opinion, obsolete, slow moving or unmerchantable and which Agent, in
its reasonable discretion, shall not deem ineligible Inventory, based on such
considerations as Agent may from time to time deem appropriate including,
without limitation, whether the Inventory is subject to a perfected, first
priority security interest in favor of Agent and no other Lien (other than
Permitted Encumbrances) as confirmed by Uniform Commercial Code, tax lien and
pending suit and judgment searches reasonably satisfactory to Agent, whether
Agent has received an executed landlord or warehouse agreement in favor of
Agent, in form and substance satisfactory to Agent, with respect to such
Inventory and whether the Inventory conforms to all standards imposed by any
governmental agency, division or department thereof which has regulatory
authority over such goods or the use or sale thereof. Inventory (excluding work
in process and unpaid finished goods and raw materials received from suppliers
within the immediately preceding thirty (30) day period) of X.X. Xxxxxx shall be
deemed to constitute Eligible Inventory to the extent it would constitute
Eligible Inventory based upon the criteria set forth above. The value of
Inventory of X.X. Xxxxxx shall be converted to Dollars by Credit Parties
(subject to review and revision by Agent in its reasonable discretion) based
upon the exchange rate on the date of computation.
"Guarantor" shall mean A & H Holding, X.X. Xxxxxx, Ontario Inc.,
SunSource Corporate, SunSource Industrial, SunSource Inventory, SunSource
Investment, SunSub A and any other Person who may hereafter guarantee payment or
performance of the whole or any part of the Obligations and "Guarantors" means
collectively all such Persons.
"Individual Maximum Revolving Advance Amount" shall mean $20,000,000
with respect to the Xxxxxxx Division, $45,000,000 with respect to the Xxxxxxx
Division and $50,000,000 and with respect to the SunSource Division, it being
understood and agreed that no Advances shall be made by Agent or Lenders to X.
X. Xxxxxx; rather X. X. Xxxxxx is part of the SunSource Division for purposes of
calculating Advances which can be made solely to SunSource Technology.
"Mortgage" shall mean the Deed of Trust, Assignment of Rents and
Security Agreement dated as of even date herewith, with SunSource Technology as
grantor and Agent as beneficiary, encumbering property located in Arlington,
Texas.
"Operating Division" shall mean as applicable, the Xxxxxxx Division,
Xxxxxxx Division or SunSource Division.
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"Pledge Agreement" shall mean, collectively, (a) the Pledge
Agreements each dated as of the Closing Date made by each of SunSource,
SunSource Investment, SunSub A and SunSource Industrial in favor of Agent and
(b) the Pledge Agreements each dated as of the Joinder, Consent and Amendment
No. 1 Effective Date made by each of SunSource Industrial, A&H Holding and
Ontario Inc. in favor of Agent, as each of the foregoing may be amended,
restated, modified and/or supplemented from time to time.
"Purchasing Lender" shall have meaning set forth in Section 17.3
hereof.
"Transferee" shall have the meaning set forth in Section 17.3(b)
hereof
(ii) The last paragraph of "Eligible Receivables" is hereby
amended by deleting the paragraph in its entirety and replacing in its stead the
following:
"Receivables of X.X. Xxxxxx shall be deemed to constitute Eligible
Receivables to the extent they would constitute Eligible Receivables based upon
the criteria set forth above. The value of Receivables of X.X. Xxxxxx shall be
converted by Credit Parties (subject to review and revision by Agent in its
reasonable discretion) to Dollars based upon the exchange rate on the date of
computation.
(iii) by deleting the following defined term in its entirety:
"Kar Division"
(iv) by adding the following defined term in its appropriate
alphabetical order:
"Axxess Technologies" shall mean Axxess Technologies, Inc., a
corporation organized under the laws of the State of Delaware.
"Joinder, Consent and Amendment No. 1 Effective Date" shall mean
March 2, 2000.
"Ontario Inc." shall mean 1394066 Ontario Inc., a corporation
organized under the laws of the Province of Ontario
"Term Loan Reserve" shall mean $15,000,000. The Term Loan Reserve
shall remain in place until the earlier of (a) the date the Xxxxxxx Divestiture
is consummated or (b) the date the $110,000,000 acquisition of the stock of
Axxess Technologies by SunSource or Xxxxxxx is consummated.
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(b) Clause (iv) of Section 2.1(a) is amended in its entirety to
provide as follows:
"Such reserves including, without limitation, the Term Loan Reserve,
as Agent may reasonably deem proper and necessary from time to time."
(c) The first paragraph of Section 17.2(b) is amended in its
entirety to provide as follows:
"(b) The Required Lenders, Agent with the consent in writing of
the Required Lenders, and Credit Parties may, subject to the
provisions of this Section 17.2 (b), from time to time enter into
written supplemental agreements to this Agreement or the Other
Documents executed by Credit Parties, for the purpose of adding or
deleting any provisions or otherwise changing, varying or waiving in
any manner the rights of Lenders, Agent or Credit Parties thereunder
or the conditions, provisions or terms thereof or waiving any Event
of Default thereunder, but only to the extent specified in such
written agreements; provided, however, that no such supplemental
agreement shall, without the consent of all Lenders:
(i) increase the Commitment Percentage or maximum dollar
commitment of any Lender.
(ii) extend the maturity of any Note or the due date for any
amount payable hereunder, or decrease the rate of interest or reduce
any fee payable by Borrowers to Lenders pursuant to this Agreement.
(iii) alter the definition of the term Required Lenders or alter,
amend or modify this Section 17.2(b).
(iv) release any Collateral during any calendar year (other than
in accordance with the provisions of this Agreement) having an
aggregate value in excess of $1,000,000.
(v) change the rights and duties of Agent.
(vi) permit any Revolving Advance to be made if after giving
effect thereto the total of Revolving Advances outstanding hereunder
would exceed the Formula Amount for more than thirty (30)
consecutive Business Days or exceed one hundred and ten percent
(110%) of the Formula Amount.
(vii) increase the Advance Rates above the Advance Rates in
effect on the Closing Date.
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(viii) permit any Credit Party or any Subsidiary of any Credit
Party to (x) enter into any merger, amalgamation, consolidation or
other reorganization with or into Axxess Technologies or (y) acquire
all or a substantial portion of the assets or stock of Axxess
Technologies."
(d) Section 17.6 is amended in its entirety to provide as follows:
Notice. Any notice or request hereunder may be given to Borrowing Agent
or any Credit Party or to Agent or any Lender at their respective addresses set
forth below or at such other address as may hereafter be specified in a notice
designated as a notice of change of address under this Section. Any notice,
request, demand, direction or other communication (for purposes of this Section
17.6 only, a "Notice") to be given to or made upon any party hereto under any
provision of this Loan Agreement shall be given or made by telephone or in
writing (which includes by means of electronic transmission (i.e., "e-mail") or
facsimile transmission or by setting forth such Notice on a site on the World
Wide Web (a "Website Posting") if Notice of such Website Posting (including the
information necessary to access such site) has previously been delivered to the
applicable parties hereto by another means set forth in this Section 17.6) in
accordance with this Section 17.6. Any such Notice must be delivered to the
applicable parties hereto at the addresses and numbers set forth under their
respective names on Section 17.6 hereof or in accordance with any subsequent
unrevoked Notice from any such party that is given in accordance with this
Section 17.6. Any Notice shall be effective:
(a) In the case of hand-delivery, when delivered;
(b) If given by mail, four days after such Notice is deposited with
the United States Postal Service, with first-class postage prepaid, return
receipt requested;
(c) In the case of a telephonic Notice, when a party is contacted by
telephone, if delivery of such telephonic Notice is confirmed no later than the
next Business Day by hand delivery, a facsimile or electronic transmission, a
Website Posting or an overnight courier delivery of a confirmatory Notice
(received at or before noon on such next Business Day);
(d) In the case of a facsimile transmission, when sent to the
applicable party's facsimile machine's telephone number, if the party sending
such Notice receives confirmation of the delivery thereof from its own facsimile
machine;
(e) In the case of electronic transmission, when actually received;
(f) In the case of a Website Posting, upon delivery of a Notice of
such posting (including the information necessary to access such site) by
another means set forth in this Section 17.6; and
(g) If given by any other means (including by overnight courier),
when actually received.
Any Lender giving a Notice to Credit Party shall concurrently send a copy
thereof to the Agent, and the Agent shall promptly notify the other Lenders of
its receipt of such Notice.
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(A) If to Agent or PNC Bank, National Association
PNC at: Xxx Xxxxx Xxxxxx
Xxxx Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxx Peak
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to: PNC Bank, National Association
PNC Agency Services
One PNC Plaza
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
and a copy to: Xxxx & Hessen LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(B) If to a Lender other than Agent, as specified on the signature
pages hereof
(C) If to Borrowing Agent
or any Credit Party, at: SunSource Inc.
0000 Xxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to: Xxxxxx, Xxxxx & Xxxxxxx, LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx
Attention: Xxxxxx Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(e) All of the Schedules to the Loan Agreement are hereby amended in
their entirety by the Schedules attached hereto.
5. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent:
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(i) Agent shall have received four (4) copies of this Amendment
executed by all Credit Parties and Lenders.
(ii) Each document (including, without limitation, any Uniform
Commercial Code financing statement) required by this Amendment or under law or
reasonably requested by Agent to be filed, registered or recorded in order to
create, in favor of Agent, a perfected security interest in or lien upon the
Collateral owned by Ontario Inc. shall have been delivered to Agent;
(iii) Agent shall have received a copy of the resolutions in form
and substance reasonably satisfactory to Agent, of the Board of Directors of (A)
Ontario Inc. authorizing (1) the execution, delivery and performance of this
Amendment and the pledge agreement executed by Ontario Inc. in favor of Agent in
connection herewith, and (2) the granting by Ontario Inc. of the continuing
security interest upon the Collateral, certified by the Secretary or an
Assistant Secretary of Ontario Inc., as of the date of this Amendment; (B) SISC
authorizing the execution, delivery and performance of the amendment to the
pledge agreement with respect to the pledge of the stock of X.X. Xxxxxx and the
pledge agreement executed by SISC in favor of Agent in connection with the
pledge of the Units; and (C) A & H Holding authorizing the execution, delivery
and performance of the pledge agreements executed by A & H Holding in favor of
Agent in connection with the pledge of the Units and pledge of the stock of
Ontario Inc. and, each such certificate shall state that the resolutions thereby
certified and have not been amended, modified, revoked or rescinded as of the
date of such certificate;
(iv) Agent shall have received a certificate of the Secretary or
an Assistant Secretary of Ontario Inc., dated the Joinder, Consent and Amendment
No. 1 Agreement Effective Date, as to the incumbency and signature of the
officers of Ontario Inc. executing this Amendment, any certificate or other
documents to be delivered by it pursuant hereto, together with evidence of the
incumbency of such Secretary or Assistant Secretary;
(v) Agent shall have received a copy of the Articles or
Certificate of Incorporation of Ontario Inc., and all amendments thereto,
certified by the Secretary of State or other appropriate official of its
jurisdiction of incorporation together with copies of the By-Laws of Ontario
Inc. and all agreements of Ontario Inc.'s shareholders certified as accurate and
complete by the Secretary of Ontario Inc.;
(vi) Agent shall have received good standing certificates for
Ontario Inc. dated not more than 30 days prior to the Joinder, Consent and
Amendment No. 1 Agreement Effective Date, issued by the Secretary of State or
other appropriate official of Ontario Inc.'s jurisdiction of incorporation and
each jurisdiction where the conduct of Ontario Inc.'s business activities or the
ownership of its properties necessitates qualification;
(vii) Agent shall have received in form and substance
satisfactory to Agent, certified copies of Ontario Inc.'s liability insurance
policies, together with endorsements naming Agent as a co-insured;
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(viii) Agent shall have received the executed opinions of counsel
from the law firm of Xxxxxx, Xxxxx & Bockius and Xxxxxx & Xxxxxxx in form and
substance satisfactory to Agent, which shall cover such matters incident to the
transactions contemplated by this Amendment and the Contribution Agreement;
(ix) Agent shall have received an agreement from the Partnership
subordinating the pledge of the Partnership Units to the pledge of such Units in
favor of Agent and such other certificates, instruments, documents and
agreements as may reasonably be required by Agent or its counsel, including but
not limited to the Contribution Agreement, the Amended and Restated Agreement of
Limited Partnership of GC-SUN Holdings, L.P., subordinated pledge agreements,
intercompany transaction documents, Management Agreements, fee agreements,
Registration Rights Agreement and payment direction letter by SISC to the
Partnership re: payment of intercompany indebtedness, each of which shall be in
form and substance satisfactory to Agent and its counsel;
(x) Agent shall have received payment in the amount of at least
$105,000,000 (the "Proceeds") to be applied against the Revolving Advances;
(xi) Agent shall have received (i) fully executed Pledge
Agreements: (t) by SISC and A&H Holding, in favor of Agent pledging each of
SISC's and A&H Holdings' Units in the Partnership to Agent, (y) by A & H Holding
in favor of Agent pledging the common stock of Ontario Inc. to Agent and (z) by
Ontario Inc. in favor of Agent pledging the common stock of X.X. Xxxxxx (Canada)
Limited to Agent and (ii) a fully executed amendment to the Pledge Agreement by
SISC in favor of Agent which provides for the pledging the stock of A & H
Holding; and
(xii) Agent shall have received a fully executed Collateral
Assignment of the rights of SunSource, A & H Holding, SunSource Corporate and
SISC under the Contribution Agreement, the Management Agreement between GC-Sun
Holdings II, L.P. ("Holdings II") and SunSource Corporate and the Transaction
Fee Letter among Holdings II, the Partnership and SunSource (the "Collateral
Assignment"), in form and substance satisfactory to Agent.
6. Application of Proceeds. Notwithstanding anything contained in
Section 2.14(a) of the Loan Agreement to the contrary, the Proceeds received by
Agent from the transactions contemplated in the Contribution Agreement shall be
applied first to the Revolving Advances in such order as Agent may determine,
subject to Borrowers' ability to reborrow Revolving Advances in accordance with
the terms hereof and second, to the outstanding principal installments of the
Term Loan in the inverse order of the maturities thereof.
7. Representations and Warranties. Each Credit Party (including,
without limitation, Ontario Inc.) hereby represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of such Credit
Party and are enforceable against such Credit Party in accordance
with their respective terms.
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(b) Upon the effectiveness of this Amendment, such Credit
Party hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement to the extent the same are
not amended hereby and agrees that all such covenants,
representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment except (i) to
the extent of changes resulting from transactions contemplated by
this Amendment and (ii) to the extent that such representations
or warranties related expressly to an earlier date.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Such Credit Party has no defense, counterclaim or offset
with respect to the Loan Agreement.
(e) Ontario Inc. has full power, authority and legal right to
enter into this Amendment and to perform all its respective
obligations hereunder. The execution, delivery and performance by
Ontario Inc. of this Amendment (i) is within Ontario Inc.'s
corporate powers, has been duly authorized, is not in
contravention of law or the terms of Ontario Inc.'s By-Laws,
Articles of Incorporation or other applicable documents relating
to Ontario Inc.'s formation or to the conduct of Ontario Inc.'s
business or of any material agreement or undertaking to which
Ontario Inc. is a party or by which Ontario Inc. is bound, and
(ii) will not conflict with nor result in any breach in any of
the provisions of or constitute a default under or result in the
creation of any Lien except (Permitted Encumbrances) upon any
asset of Ontario Inc. under the provisions of any agreement,
charter document, instrument, by-law, of other instrument to
which Ontario Inc. or its property is party or by which it may be
bound.
(f) Ontario Inc. is duly formed and in good standing under the
laws of the Province of Ontario and is qualified to do business
and is in good standing in such jurisdictions which constitute
all jurisdictions in which qualification and good standing are
necessary for Ontario Inc. to conduct its business and own its
property and where the failure to so qualify would have a
material adverse effect on Ontario Inc. or its business. Ontario
Inc. has previously delivered to Agent true and complete copies
of its Articles of Incorporation, By-Laws and for all other
documents relating to Ontario Inc.'s formation, and will promptly
notify Agent of any amendments or changes thereto.
8. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 5 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
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(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of Agent, nor constitute a waiver of any provision of the Loan
Agreement, or any other documents, instruments or agreements executed and/or
delivered under or in connection therewith.
9. Governing Law. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of the State of
New York.
10. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
11. Counterparts. This Amendment may be executed by the parties hereto
in one or more counterparts, each of which shall be deemed an original and all
of which when taken together shall constitute one and the same agreement. Any
signature delivered by a party via facsimile shall be deemed an original
signature hereto.
12. Release. For and in consideration of Agent's and Lenders'
agreements contained herein, KAR, A & H Bolt and SunSource Canada each hereby
release Agent and Lenders and each of their respective officers, directors,
representatives, employees, agents, attorneys-in-fact and affiliates from all
claims, demands, suits, actions, debts, promises, obligations, liabilities,
damages, costs or expenses relating to the Loan Agreement or the Other Documents
or any of the transactions relating to the Loan Agreement or the Other
Documents, of any kind whatsoever, whether in law or equity, known or unknown,
that KAR, A & H Bolt and SunSource Canada at any time had or arising as of a
result of the Loan Agreement or the Other Documents that KAR, A & H Bolt or
SunSource Canada or their successors and assigns hereafter can or may have
against Agent or Lenders by reason of any acts, cause, matter or thing
whatsoever up to and including the effective date of this Amendment arising out
of or relating to the Loan Agreement or the Other Documents and hereby agree to
indemnify Agent and Lenders from, and hold Agent and Lenders harmless against,
the same.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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(Signature Page Joinder, Consent
and Amendment No. 1)
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.
SUNSOURCE INC., as a Borrower
SUNSOURCE TECHNOLOGY SERVICES INC.,
as a Borrower
THE XXXXXXX GROUP, INC., as a Borrower
XXXXXXX GLASS, INC., as a Borrower
KAR PRODUCTS INC., as a Borrower
A & H HOLDING COMPANY, INC., as a Guarantor
SUNSOURCE CORPORATE GROUP, INC., as a
Guarantor
SUNSOURCE INDUSTRIAL SERVICES COMPANY, INC., as a
Guarantor
SUNSOURCE INVENTORY MANAGEMENT COMPANY, INC., as a
Guarantor
SUNSOURCE INVESTMENT COMPANY, INC.,
as a Guarantor
SUNSUB A INC., as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President of each of the foregoing
corporations
X. X. XXXXXX (CANADA) LIMITED
SUNSOURCE CANADA INVESTMENT COMPANY, as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President of each of the foregoing corporations
A. & H. BOLT & NUT COMPANY LIMITED, as
a Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Secretary
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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1394066 ONTARIO INC., as a
Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
PNC BANK, NATIONAL ASSOCIATION, as
Agent and as Lender
By: /s/ Xxxx Peak
-----------------------------------
Name: Xxxx Peak
Title: Vice President
BANK OF AMERICA BUSINESS CREDIT, as
Co-Agent and Lender
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Senior Vice President
FIRSTAR BANK, N.A., as
Co-Agent and Lender
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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FIFTH THIRD BANK, as Lender
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
CITIZENS BUSINESS CREDIT, as Lender
By: /s/ Xxxxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Senior Vice President
GMAC COMMERCIAL CREDIT LLC, as
Lender
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
COMERICA BANK, as Lender
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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Schedules
---------
(See Attached)
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