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EXHIBIT 10.72
AMENDMENT NO. 2 TO
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Amendment No. 2 to Amended and Restated Loan and Security
Agreement (this "Amendment") is entered into as of June 6, 2000, by and among
▇▇▇▇▇▇▇▇▇ INDUSTRIES, INC., a Delaware corporation ("BII"), ▇▇▇▇▇▇▇▇▇
INDUSTRIES, L.P., a Texas limited partnership ("BILP"), and NBF, INC., a Georgia
corporation ("NBF" and, together with BII and BILP, the "Borrower"), jointly and
severally, with their chief executive office located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and FOOTHILL CAPITAL CORPORATION, a California
corporation ("Lender"), with a place of business located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, in light of the
following facts.
BACKGROUND
FACT ONE: Lender and Borrower have entered into that certain Amended
and Restated Loan and Security Agreement, dated May 14, 1998 (as amended, the
"Loan Agreement"), as amended by that certain Amendment No. 1 to Amended and
Restated Loan and Security Agreement, dated June 29, 1999, between Lender and
Borrower.
FACT TWO: Lender and Borrower desire to further modify, supplement and
amend the Loan Agreement as provided herein.
NOW, THEREFORE, Lender and Borrower hereby supplement, modify and amend
the Loan Agreement as follows:
ARTICLE I
DEFINITIONS
1.01 Capitalized terms used in this Amendment, to the extent not
otherwise defined herein, shall have the same meaning as in the Loan Agreement,
as amended hereby.
ARTICLE II
EFFECTIVE DATE
2.01 This Amendment shall be effective on the date (the "Effective
Date") upon which Lender has received each of the following, in each case in
form and substance acceptable to Lender in its sole discretion:
(a) one or more counterparts of this Amendment, duly executed
by Borrower;
(b) a consent and reaffirmation of the obligations of each
Individual Guarantor and each Corporate Guarantor under their
respective guaranties;
(c) payment of the Amendment Fee (as hereinafter defined);
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(d) proof, satisfactory to Lender at its option, that BILP
owns, free and clear of all encumbrances, all of the property (the
"Dynamic Inventory") that BILP has purchased from Dynamic International
Ltd., a Nevada corporation ("Dynamic"), under the terms of the
Settlement Agreement (the "Settlement Agreement"), dated June 2, 2000,
by and among BIIP, The Step Company, a Georgia corporation, and
Dynamic;
(e) a collateral assignment from BILP to Lender of all
intellectual property acquired by BILP under the terms of the
Settlement Agreement;
(f) two Financing Statements on form UCC-1 covering the
Dynamic Inventory, in form and substance satisfactory to Lender at its
option, to be filed with the Department of State of the State of New
York and Kings County, New York;
(g) an access agreement or warehouseman's letter from Dynamic,
acting in its capacity of the owner of the warehouse in which the
Dynamic Inventory is located, pursuant to which Dynamic: (i) agrees to
segregate the Dynamic Inventory from all other warehoused items; (ii)
waives any lien or other claim it may have on the Dynamic Inventory,
including claims under the Settlement Agreement; and (iii) upon receipt
of notice of an Event of Default under the Loan Agreement, authorizes
Lender to enter such warehouse, take control of and dispose of the
Dynamic Inventory; and
(h) any other document that Lender may reasonably request.
ARTICLE III
AMENDMENTS AND ADDITIONS TO LOAN AGREEMENT
3.01 AMENDMENTS TO SECTION 1.1 OF THE LOAN AGREEMENT. As of the
Effective Date, Section 1.1 of the Loan Agreement is hereby amended in the
following respects.
(a) the definition of "Eligible Inventory" is hereby amended
and restated to read in its entirety as follows:
""Eligible Inventory" means Inventory (net of
reserves for obsolescence and reserves for restructuring
charges as determined in Foothill's reasonable discretion)
consisting of first quality finished goods held for sale in
the ordinary course of Borrower's business and raw materials
for such finished goods, that are located at Borrower's
premises identified on Schedule E-l, are acceptable to
Foothill in all respects, and strictly comply with all of
Borrower's representations and warranties to Foothill;
provided, however, that Eligible Inventory shall not include
slow moving or obsolete items, restrictive or custom items,
work-in-process, components that are not part of finished
goods, spare parts, packaging and shipping materials, supplies
used or consumed in Borrower's business, Inventory at any
location other than those set forth on Schedule E-l, Inventory
subject to a security interest or lien in favor of any third
Person, ▇▇▇▇ and hold goods, Inventory that is not subject to
Foothill's perfected security interests, Inventory the sale of
which by or on behalf of Foothill may be restricted by any
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Person claiming a right or interest in such Inventory (or any
trademark, license, copyright, patent or other right or
interest relating to such Inventory), defective goods,
"seconds," and Inventory acquired on consignment; provided,
further, that any Inventory acquired under the terms of the
Dynamic Settlement shall be Eligible Inventory only for a
period of ninety (90) days after the date on which such
Inventory is purchased from Dynamic in accordance with the
terms of the Dynamic Settlement. Eligible Inventory shall be
valued at the lower of Borrower's cost or market value;
provided, however, that standards of eligibility may be fixed
and revised from time to time by Foothill in Foothill's
reasonable credit determination. All references to Eligible
Inventory, other than such references in Section 2.1(a), shall
be deemed to include Inventory In-Transit."
3.02 DEFINITIONS ADDED TO SECTION 1.1 OF THE LOAN AGREEMENT. As of the
Effective Date, the following definitions are added, in appropriate alphabetical
order, to Section 1.1 of the Loan Agreement to read in their entirety as
follows:
"Adjusted EBITDA" means, for any fiscal period of Borrower, an amount
equal to the Adjusted Net Earnings from Operations for such period,
plus each of the following items but only to the extent deducted in the
calculation of Adjusted Net Earnings From Operations and in each case
calculated in accordance with GAAP: (i) accrued taxes for such period;
(ii) interest expense for such period, and (iii) depreciation and
amortization for such period.
"Adjusted Net Earnings From Operations" means, with respect to any
fiscal period, the net earnings (or loss) after provision for income
taxes for such fiscal period of Borrower, as reflected on the financial
statements of Borrower supplied to Lender pursuant to this Agreement,
but excluding:
(i) any gain or loss arising from the sale of capital
assets;
(ii) any gain arising from any write-up of assets;
(iii) earnings of any Subsidiary of a Borrower
accrued prior to the date it becomes a Subsidiary;
(iv) earnings of any corporation, substantially all
the assets of which have been acquired in any manner by a
Borrower, realized by such corporation prior to the date of
such acquisition;
(v) net earnings of any business entity (other than a
Subsidiary of a Borrower) in which such Borrower has an
ownership interest, unless such net earnings shall have
actually been received by Borrower in the form of cash
distributions;
(vi) any portion of the net earnings of any
Subsidiary of a Borrower which for any reason is unavailable
for payment of dividends to such Borrower;
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(vii) the earnings of any Person to which any assets
of a Borrower shall have been sold, transferred or disposed
of, or into which such Borrower shall have merged, or been a
party to any consolidation or other form of reorganization,
prior to the date of such transactions;
(viii) any gain arising from the acquisition of any
Securities of a Borrower; and
(ix) any gain arising from extraordinary or
non-recurring items."
""Adjusted Tangible Assets" means all assets of Borrower, except: (i)
any surplus resulting from any write-up of assets subsequent to
December 31, 1999; (ii) deferred assets, other than prepaid insurance
and prepaid taxes; (iii) patents, copyrights, trademarks, trade names,
non-compete agreements, franchises and other similar intangibles; (iv)
goodwill, including any amounts, however designated on a consolidated
balance sheet of Borrower or its Subsidiaries, representing the excess
of the purchase price paid for assets or stock over the value assigned
thereto on the books of such Person; (v) any investments other than
cash and cash equivalents acceptable to Foothill at its sole option;
(vi) unamortized debt discount and expense; (vii) assets located and
notes and receivables due from obligors outside of the United States of
America; and (viii) Accounts, notes and other receivables due from
Affiliates or employees."
""Dynamic" means Dynamic International Ltd., a Nevada corporation."
""Dynamic Settlement" means that certain Settlement Agreement, dated as
of June 2, 2000, among L.P., Dynamic and The Step Company, a Georgia
corporation."
""Tangible Net Worth" means, at any date of determination, the
difference between: (i) the net book value (after deducting related
depreciation, obsolescence, amortization, valuation, and other proper
reserves) at which the Adjusted Tangible Assets of a Person would be
shown on a balance sheet at such date in accordance with GAAP, minus
(ii) the amount at which such Person's liabilities (other than capital
stock and surplus) would be shown on such balance sheet in accordance
with GAAP, and including as liabilities all reserves for contingencies
and other potential liabilities, minus (iii) an amount equal to the
difference between $3,000,000 and the amount of all reductions (other
than reductions resulting solely from the payment of cash to third
parties) of the reserve titled "Contingency for legal settlement" shown
on the Borrower's balance sheet dated March 31, 2000 (or any other
reserve in respect of the legal contingencies resulting in the
establishment of such reserves), occurring from and after March 31,
2000."
3.03 AMENDMENT TO SUBSECTION 2.1(a) OF THE LOAN AGREEMENT. As of the
Effective Date, Subsection 2.1(a) of the Loan Agreement is hereby amended and
restated to read in its entirety as follows:
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"2.1 REVOLVING ADVANCES.
(a) Subject to the terms and conditions of this Agreement,
Foothill agrees to make revolving advances (the "Revolving Advances")
to Borrower in an amount at any one time outstanding not to exceed the
Borrowing Base, less: (i) the undrawn or unreimbursed amount of L/Cs
and L/C Guaranties outstanding hereunder for all L/Cs and L/C
Guaranties that are not Inventory Letters of Credit, and (ii) the
Inventory L/C Reserve Amount regarding Inventory Letters of Credit. For
purposes of this Agreement, "Borrowing Base," as of any date of
determination, shall mean the sum of:
(i) an amount equal to the lesser of: (y)
seventy-five percent (75%) of the amount of Eligible Accounts,
and (z) an amount equal to Borrower's collections with respect
to Accounts for the immediately preceding ninety (90) day
period; provided, however, that the- foregoing initial advance
rate of seventy-five percent (75%) shall be reduced by the
Dilution Reserve; and
(ii) an amount equal to the lowest of:
(x) the sum of (a) the Inventory Advance
Rate times the amount of Eligible Inventory,
excluding Inventory In-Transit, and (b) the lesser of
the Inventory Advance Rate times the amount of
Inventory In-Transit (valued at the lower of cost or
market value as determined by Foothill) and Three
Million Dollars ($3,000,000) minus (c) the In-Transit
Inventory Reserve;
(y) the amount of credit availability
created by Section 2. 1(a)(i) above multiplied by one
hundred thirty three percent (133%); and
(z) Seven Million Five Hundred Thousand
Dollars ($7,500,000)."
3.04 AMENDMENT TO SUBSECTIONS 6.12(b) AND 6.12(c) OF THE LOAN
AGREEMENT. As of the Effective Date, Subsections 6.12(b) and 6.12(c) of the Loan
Agreement are hereby amended and restated to read in their entirety as follows:
"(b) Minimum Adjusted EBITDA. At each fiscal quarter-end set
forth below, an Adjusted EBITDA in excess of the Minimum Adjusted
EB1TDA set forth adjacent to such fiscal quarter-end:
Fiscal Quarter-End Minimum Adjusted EBITDA
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June 30, 2000 $1,760,000
September 30, 2000 $1,501,000
December 31, 2000 $1,494,000
From and after March 31, 2001 $1,791,000
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(c) Tangible Net Worth. At each fiscal quarter-end set forth
below, a Worth in excess of the Tangible Net Worth set forth adjacent
to such fiscal quarter-end:
Fiscal Quarter-End Tangible Net Worth
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June 30, 2000 ($3,235,000)
September 30, 2000 ($3,171,000)
December 31, 2000 ($2,651,000)
March 31, 2001 ($1,856,000)
June 30, 2001 ($2,224,000)
September 30, 2001 ($2,355,000)
December 31, 2001 ($2,013,000)
From and after March 31, 2002 ($1,412,000)
3.05 CHANGE OF CROSS-REFERENCE. As of the Effective Date, the reference
to Section 6.12 in Section 10 of the Loan Agreement is hereby changed to Section
6.11.
3.06 TEMPORARY AMENDMENT TO SCHEDULE OF LOCATIONS OF ELIGIBLE
INVENTORY. From the Effective Date until the ninetieth day following the
purchase of the Dynamic Inventory pursuant to the Settlement Agreement (the
"Temporary Amendment Expiration Date"), Schedule E-1 to the Loan Agreement is
hereby amended by supplementing the existing Schedule E-1 with Schedule E-1
attached hereto. After the Temporary Amendment Expiration Date, the supplement
to Schedule E-1 contained herein shall be null and void, and the contents of
Schedule E-1 shall be limited to the contents of Schedule E-1 prior to this
Amendment.
ARTICLE IV
WAIVER
4.01 Borrower has notified Lender that one or more Events of Default
have occurred under the Loan Agreement as a result of Borrower's failure to
comply with the Total Liabilities to Tangible Net Worth Ratio set forth in
Section 6.12(b) of the Loan Agreement and the Tangible Net Worth covenant set
forth in Section 6.12(c) of the Loan Agreement, in each case at the fiscal
quarters ended December 31, 1999, and March 31, 2000 (collectively, the
"Financial Covenant Defaults"). Having advised Lender of the Financial Covenant
Defaults, Borrower has
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requested that Lender waive the Financial Covenant Defaults. In the exercise of
its discretion as a prudent lender, Lender hereby waives the Financial Covenant
Defaults for the fiscal quarters ended March 31, 2000, and December 31, 1999.
Except as expressly set forth in this Section 4.01, nothing contained in this
Amendment or any other communication between Lender and Borrower shall be a
waiver of any other present or future violation or Event of Default under the
Loan Agreement or any agreement, document or instrument entered into in
connection therewith (collectively, the "Other Violations"), including without
limitation, any Event of Default arising by virtue of a violation of the
covenants contained in Sections 6.12(b) and 6.12(c) of the Loan Agreement for
any period other than the fiscal quarters ended March 31, 2000, and December 31,
1999. Similarly, nothing contained in this Amendment shall directly or
indirectly in any way: (i) impair, prejudice or otherwise adversely affect
Lender's right at any time to exercise any right, privilege or remedy in
connection with the Loan Agreement or any agreement, document or instrument
entered into in connection therewith with respect to any Other Violations, or
(ii) constitute any course of dealing or other basis for altering any obligation
of Borrower under the Loan Agreement or any agreement, document or instrument
entered into in connection therewith or any right, privilege or remedy of Lender
under the Loan Agreement or any agreement, document or instrument entered into
in connection therewith with respect to any Other Violations. Nothing in this
Amendment shall be construed to be a consent by Lender to any Other Violations.
ARTICLE V
CONSENT
5.01 Borrower has requested that Lender consent to the repurchase by
Borrower of up to 80,000 shares of Borrower's issued and outstanding capital
stock. In the exercise of its discretion as a prudent lender, Lender hereby
consents to the repurchase by Borrower of up to 80,000 shares of Borrower's
issued and outstanding capital stock, provided that: (a) no Default or Event of
Default exists under the Loan Agreement as of the date of any such purchase; (b)
no such stock is purchased at a price greater than Fifty Cents ($0.50) per share
of stock; (c) the total purchase price, including any commissions, for all such
shares of stock does not exceed Forty Thousand Dollars ($40,000.00); and (d) all
such purchases occur on or before June 30, 2000.
ARTICLE VI
RATIFICATIONS, COVENANT AND REPRESENTATIONS AND WARRANTIES
6.01 RATIFICATIONS. Except as expressly amended and supplemented by
this Amendment, the terms and provisions of the Loan Agreement are ratified and
confirmed and shall continue in full force and effect. Borrower and Lender agree
that the Loan Agreement, as amended hereby, and each agreement and instrument
executed in connection therewith, shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.
6.02 REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Lender that: (i) the execution, delivery and performance of this
Amendment and any and all other Loan Documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate power or
limited partnership power, as appropriate, on the part of BII, BILP or NBF and
will not violate the articles of incorporation, certificate of incorporation,
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by-laws, organizational documents, partnership agreement, certificate of limited
partnership or any other agreement to which BII, BILP or NBF are parties, by
which any of their respective properties may be bound; (ii) the representations
and warranties contained in the Loan Agreement, as amended hereby, and any other
Loan Document are true and correct on and as of the date hereof as though made
on and as of the date hereof, except to the extent such representations and
warranties relate to an earlier date; and (iii) Borrower is in full compliance
with all covenants and agreements contained in the Loan Agreement, as amended
hereby (except to the extent such violations have been heretofore waived in
writing by Lender).
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made herein and in the Loan Agreement shall survive the execution
and delivery of this Amendment, and no investigation by Lender or any closing
shall affect the representations and warranties or the right of Lender to rely
upon them.
7.02 REFERENCE TO LOAN AGREEMENT. The Loan Agreement, as amended
hereby, and all other agreements, documents or instruments now or hereafter
executed and delivered pursuant to the terms thereof are hereby amended so that
any reference in the Loan Agreement or such other agreements, documents and
instruments shall mean a reference to the Loan Agreement, as amended hereby.
7.03 AMENDMENT FEE AND EXPENSES OF LENDER. In consideration of Lender
entering into this Amendment, including the waiver provided in Section 4.01
hereof, Borrower shall pay to Lender an amendment fee (the "Amendment Fee"), in
the amount of $15,000, which fee shall be earned by Lender and shall be due and
payable upon the execution by Lender of a counterpart of this Amendment In
addition to such amendment fee and as provided in the Loan Agreement, Borrower
agrees to pay on demand all costs and expenses incurred by Lender in connection
with the preparation, negotiation and execution of this Amendment, including,
without limitation, the costs and fees of Lender's legal counsel, and all costs
and expenses incurred by Lender in connection with the enforcement or
preservation of any rights under the Loan Agreement, as amended hereby, or any
agreement, document or instrument executed in connection therewith.
7.04 TRANSPORT OF DYNAMIC INVENTORY. Borrower agrees to transport all
the remaining Dynamic Inventory to one of Borrower's warehouses in Texas within
ninety (90) days following the Effective Date.
7.05 CONDITIONS PRECEDENT TO ELIGIBILITY OF DYNAMIC INVENTORY. The
qualification of any Dynamic Inventory as Eligible Inventory is conditioned on
the following: (a) Lender receiving any and all documents requested by Lender
regarding the Dynamic Inventory; (b) all documents securing Lender's lien in the
Dynamic Inventory being duly executed, and where required, recorded in the
appropriate jurisdictions; and (c) Lender receiving audit results regarding the
Dynamic Inventory that are satisfactory to Lender, at Lender's option.
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7.06 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.
7.07 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and shall
inure to the benefit of Lender and Borrower and their respective successors and
assigns, except Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of Lender.
7.08 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.
7.09 EFFECT OF CONSENT OR WAIVER. No consent or waiver, express or
implied, by Lender to or of any breach of or deviation from any covenant or
condition by Borrower shall be deemed a consent to or waiver of any other breach
of the same or any other covenant, condition or duty.
7.10 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
7.11 APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA.
7.12 FINAL AGREEMENT THE LOAN DOCUMENTS, AS AMENDED HEREBY, REPRESENT
THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN DOCUMENTS, AS AMENDED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL. AGREEMENTS BETWEEN TILE
PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY
PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED
BY BORROWER AND LENDER
7.13 RELEASE. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,
COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE
WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS
LIABILITY TO REPAY THE OBLIGATIONS (AS DEFINED IN THE LOAN AGREEMENT) OR TO SEEK
AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM LENDER BORROWER HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES
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AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS
AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR
CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER
HAVE AGAINST LENDER, ITS PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND
ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
ANY OBLIGATIONS (AS DEFINED IN THE LOAN AGREEMENT), INCLUDING, WITHOUT
LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR
RECEIVING INTEREST IN EXCESS OF THE MAXIMUM RATE, TILE EXERCISE OF ANY RIGHTS
AND REMEDIES UNDER THE LOAN AGREEMENT OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT
ENTERED INTO IN CONNECTION THEREWITH.
IN WITNESS WHEREOF, each Borrower and Lender have caused this
Amendment to be executed on the date first written above by their duly
authorized officers.
FOOTHILL CAPITAL CORPORATION ▇▇▇▇▇▇▇▇▇ INDUSTRIES, L.P.
By: ▇▇▇▇▇▇▇▇▇ Operating Corp.,
its General Partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------- ---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President Title: Chief Executive Officer
▇▇▇▇▇▇▇▇▇ INDUSTRIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
NBF, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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REAFFIRMATION OF GUARANTORS
By its acceptance below this 6th day of June, 2000, the undersigned Corporate
Guarantor hereby reaffirms its Continuing Guaranty and Security Agreement dated
August 16, 1996 and consents to the above-stated terms.
▇▇▇▇▇▇▇▇▇ OPERATING CORP.,
a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
-----------------------------
By its acceptance below this 6th day of June, 2000, the undersigned Corporate
Guarantor hereby reaffirms its Continuing Guaranty and Security Agreement dated
August 16, 1996 and consents to the above-stated terms.
▇▇▇▇▇▇▇▇▇ HOLDING CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
-----------------------------
By its acceptance below this 6th day of June, 2000, the undersigned Corporate
Guarantor hereby reaffirms its Continuing Guaranty and Security Agreement dated
August 16, 1996 and consents to the above-stated terms.
C.G. PRODUCTS, INC.,
a California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
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By his acceptance below this 6th day of June, 2000, the undersigned Individual
Guarantor hereby reaffirms his Amended and Restated Limited Continuing Guaranty
dated June 14, 1998, and consents to the above-stated terms.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, an individual
By his acceptance below this 6th day of June, 2000, the undersigned Individual
Guarantor hereby reaffirms his Amended and Restated Guaranty dated June 14,
1998, and consents to the above stated terms.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, an individual
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SCHEDULE E-1
(Supplemental)
Dynamic International Ltd.
Brooklyn, New York
