Amendments and Agreements. Section 1.1 Notwithstanding anything to the contrary contained in the Credit Agreement or any other Loan Document, including, without limitation, the provisions of Sections 4.1(d) and 8.6 of the Borrower Security Agreement and Section 6.05 of the Credit Agreement, Lender hereby consents to the sale of the Subject Assets by Borrower to Roll Coater, Inc. on substantially the terms set forth in the LOI, such sale to be closed within 120 days of the date hereof. Lender agrees that it will provide a release of its security interest in the Subject Property which release may be filed upon the closing of the sale of the Subject Property. Borrower agrees that in no case shall the Subject Property include Accounts, Inventory or real property (or any proceeds thereof) subject to any of the Collateral Documents. Borrower agrees that immediately upon its receipt of the net proceeds of the sale of the Subject Property, it will deposit same into Borrower’s demand deposit account with Lender. Section 1.2 Notwithstanding the provisions of subsection (e) of the definition of “Eligible Accounts,” from and after the date hereof, to the extent that the aggregate amount of Accounts owing to the Loan Parties from the Account Debtors (and their Affiliates) identified below exceed their respective Maximum Percentages of the aggregate Eligible Accounts, the excess portion of such Accounts shall be deemed ineligible. The maximum percentage of Accounts due from the subject Account Debtors relative to the aggregate Eligible Accounts may be further modified by Lender from time to time in Lender’s Permitted Discretion. Ford Motor Company (“Ford”) 25 % Chrysler, LLC (“Chrysler”) 15 % General Motors Corporation (“GM”) 15 % Section 1.3 Subsection (c) of the definition of “Eligible Accounts” is hereby amended to hereafter provide as follows:
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Amendments and Agreements. Section 1.1 Notwithstanding anything to the contrary contained in Section 2.05(c) of the Credit Agreement is hereby amended by:
(i) amending clause (y) thereof to read in its entirety as follows:
(y) the relevant Loan Party shall not, unless otherwise agreed to by the Lender, permit any such renewal to extend such expiration date beyond the date set forth in clause (ii) above.”
(ii) inserting the following at the end of said section: “Notwithstanding anything herein to the contrary, if so requested by the Borrower, the Lender may in its discretion (but shall have no obligation to) permit at any time any Letter of Credit issued, amended or renewed hereunder to expire on a date beyond the date set forth in clause (ii) above.”
Section 1.2 Section 2.05(h) of the Credit Agreement is hereby amended by inserting the following at the end thereof: “If any Letter of Credit is outstanding on the Maturity Date, the Borrower or any other Loan DocumentParty shall deposit with the Lender, in the LC Collateral Account or such other account as shall be acceptable to the Lender, in the name and for the benefit of the Lender, cash in an amount equal to at least 105% of the undrawn amount of such outstanding Letter of Credit. Notwithstanding anything herein to the contrary, the obligation to so deposit such cash collateral shall become effective immediately, and such deposit shall be immediately due and payable, without demand or other notice of any kind, on the Maturity Date. Such deposit shall be held by the Lender as collateral for the payment and performance of the Secured Obligations, including, without limitation, all LC Exposure in respect of any Letter of Credit outstanding on the provisions Maturity Date. Such deposit shall not bear interest unless otherwise agreed by the Lender. The Lender shall have exclusive dominion and control, including the exclusive right of Sections 4.1(d) withdrawal, over such LC Collateral Account or other account and 8.6 the Loan Parties hereby grant the Lender a security interest in any such LC Collateral Account or other such account. Without limiting the generality of the foregoing, the Lender shall be entitled to withdraw such cash collateral in such amounts as shall be necessary to reimburse the Lender for payments to be made under any such Letter of Credit and any fees and expenses associated therewith or incurred pursuant to any reimbursement agreement in respect thereof. The Borrower Security Agreement and Section 6.05 each other Loan Party shall also execute such documentation as the Lender may reasonably require in connection with the survival of any Letter of Credit beyond the Credit AgreementMaturity Date. After the expiration of all undrawn Letters of Credit, Lender hereby consents and provided that all other outstanding Obligations (other than contingent indemnification obligations to the sale extent no claim giving rise thereto has been asserted) have been paid in full, the remainder of such cash collateral shall promptly be returned to the Subject Assets by Borrower to Roll Coater, Inc. on substantially the terms set forth in the LOI, or other Loan Party which had provided such sale to be closed within 120 days cash collateral.”
Section 1.3 This Amendment shall become effective as of the date hereof. Lender agrees that it will provide a release of its security interest in first above written (the Subject Property which release may be filed “Effective Date”) upon the closing satisfaction of the sale of following conditions precedent:
(a) All parties shall have executed this Amendment; and
(b) The Lender shall have received such other documents as the Subject Property. Borrower agrees that in no case shall the Subject Property include Accounts, Inventory or real property (or any proceeds thereof) subject to any of the Collateral Documents. Borrower agrees that immediately upon its receipt of the net proceeds of the sale of the Subject Property, it will deposit same into Borrower’s demand deposit account with LenderLender may request.
Section 1.2 Notwithstanding the provisions of subsection (e) of the definition of “Eligible Accounts,” from and after the date hereof, to the extent that the aggregate amount of Accounts owing to the Loan Parties from the Account Debtors (and their Affiliates) identified below exceed their respective Maximum Percentages of the aggregate Eligible Accounts, the excess portion of such Accounts shall be deemed ineligible. The maximum percentage of Accounts due from the subject Account Debtors relative to the aggregate Eligible Accounts may be further modified by Lender from time to time in Lender’s Permitted Discretion. Ford Motor Company (“Ford”) 25 % Chrysler, LLC (“Chrysler”) 15 % General Motors Corporation (“GM”) 15 %
Section 1.3 Subsection (c) of the definition of “Eligible Accounts” is hereby amended to hereafter provide as follows:
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