EXECUTION
TENTH AMENDMENT TO CREDIT AGREEMENT
THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 19, 1997
(this "Amendment"), to the Existing Credit Agreement (as defined below) is
entered into by and among TRIANGLE PACIFIC CORP., a Delaware corporation (the
"Borrower"), and the various financial institutions parties hereto
(collectively, the "Lenders"), BANK OF AMERICA NT&SA as co-agent (the "Co-
Agent") for the Lenders, and the BANK OF NOVA SCOTIA as the agent (the
"Agent") for the Lenders.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower, the Lenders, the Co-Agent and the Agent have
heretofore entered into that certain Credit Agreement, dated as of August 4,
1993 (together with all Exhibits, Schedules and Attachments thereto, in each
case as amended or otherwise modified prior to the date hereof, being
collectively referred to herein as the "Existing Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders amend the Existing
Credit Agreement in certain respects as set forth below; and
WHEREAS, the Lenders are willing, on the terms and conditions set forth
below, to amend the Existing Credit Agreement in certain respects as provided
herein (the Existing Credit Agreement, as amended pursuant to the terms of
this Amendment, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the Lenders hereby agree as
follows:
I.
DEFINITIONS
1. Certain Definitions. The following terms (whether or not underscored)
when used in this Amendment, including its preamble and recitals, shall,
except where the context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural form thereof):
"Affirmation and Consent" means the affirmation and consent executed and
delivered pursuant to Subpart 3.1.4.
"Agent" is defined in the first recital.
"Amendment" is defined in the preamble.
"▇▇▇▇▇▇▇▇-▇▇▇▇▇ Agreement" is defined in Subpart 2.3.
"Borrower" is defined in the preamble.
"Co-Agent" is defined in the preamble.
"Credit Agreement" is defined in the third recital.
"Existing Credit Agreement" is defined in the first recital.
"Lenders" is defined in the preamble.
"RHF" means ▇▇▇▇▇▇▇ Hardwood Flooring, Inc., a Delaware corporation
formed by Borrower to complete the purchase of the ▇▇▇▇▇▇▇ Assets.
"▇▇▇▇▇▇▇ Assets" means the assets of the ▇▇▇▇▇▇▇ Sellers to be purchased
by the Borrower or RHF pursuant to the ▇▇▇▇▇▇▇ Letter of Intent.
"▇▇▇▇▇▇▇ Letter of Intent" means the letter of intent between the
Borrower and ▇▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇ Flooring, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.,
dated December 23, 1996, as amended to the date of the Tenth Amendment.
"▇▇▇▇▇▇▇ Sellers" means, collectively, ▇▇▇▇▇▇▇, Inc. and ▇▇▇▇▇▇ Flooring
Inc.
"Tenth Amendment" is defined in Subpart 3.1.
"Tenth Amendment Effective Date" is defined in Subpart 3.1.
2. Other Definitions. Terms for which meanings are provided in the Existing
Credit Agreement are, unless otherwise defined herein or the context otherwise
requires, used in this Amendment with such meanings provided therein.
III.
AMENDMENTS TO AND CONSENTS UNDER THE
EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Tenth Amendment
Effective Date, and in reliance upon the representations and warranties made
herein and (if any) in each other agreement furnished to the Agent pursuant to
the terms hereof or in connection herewith, the parties hereto hereby agree
that the Existing Credit Agreement is hereby amended and the assumption of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Agreement by Borrower or RHF is hereby consented to, all in
accordance with this Part II. Except as expressly so amended or modified by
this Amendment, the Existing Credit Agreement and each other Loan Document
shall continue in full force and effect in accordance with their respective
terms.
1. Amendments to Article I ("DEFINITIONS AND ACCOUNTING TERMS"). Article I
of the Existing Credit Agreement is hereby amended in accordance with Subpart
2.1.1.
1. Section 1.1 ("Defined Terms") of the Existing Credit Agreement is hereby
amended by inserting the following definitions in the appropriate alphabetical
order:
"RHF" means ▇▇▇▇▇▇▇ Hardwood Flooring, Inc., a Delaware corporation
formed by Borrower to complete the purchase of the ▇▇▇▇▇▇▇ Assets.
"▇▇▇▇▇▇▇ Assets" means the assets of the ▇▇▇▇▇▇▇ Sellers to be
purchased by the Borrower or RHF pursuant to the ▇▇▇▇▇▇▇ Letter of
Intent.
"▇▇▇▇▇▇▇ Letter of Intent" means the letter of intent between the
Borrower and ▇▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇ Flooring, Inc. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇., dated December 23, 1996, as amended to March 19, 1997.
"▇▇▇▇▇▇▇ Sellers" means, collectively, ▇▇▇▇▇▇▇, Inc. and ▇▇▇▇▇▇
Flooring Inc.
2. Amendments to Article VII ("COVENANTS"). Article VII of the Existing
Credit Agreement is hereby amended in accordance with Subparts 2.2.1, Subpart
2.2.2, Subpart 2.2.3, Subpart 2.2.4, Subpart 2.2.5, Subpart 2.2.6 and Subpart
2.2.7.
1. Section 7.2.2 ("Indebtedness") of the Existing Credit Agreement is hereby
amended by (a) deleting the word "and" following the semi-colon appearing at
the end of clause (c)(ii) of such subsection, (b) inserting the word "and"
following the semi-colon appearing at the end of clause (c)(iii) of such
subsection and (c) inserting a new clause (iv) to such subsection which shall
read as follows:
"(iv) Indebtedness incurred or assumed by the Borrower or RHF in an
aggregate principal amount not to exceed ten million dollars
($10,000,000) and of the types described in Item 7.2.2(c)(iv) of the
Disclosure Schedule."
2. Clause (c) of Section 7.2.3 ("Liens") of the Existing Credit Agreement is
hereby amended in its entirety to read as follows:
"(c) Liens
(i) granted prior to the Closing Date to secure payment of
Indebtedness of the type permitted and described in clause (c)(i) of
Section 7.2.2;
(ii) granted by Hartco to secure the payment of Indebtedness
incurred by Hartco in an aggregate principal amount not to exceed
$16,500,000 and of the type permitted and described in Item 7.2.3(c)(ii)
of the Disclosure Schedule; and
(iii) granted or assumed by the Borrower or RHF in the ▇▇▇▇▇▇▇
Assets to secure the payment of Indebtedness described in paragraphs 1, 2
and 3 of Item 7.2.2 (c)(iv) of the Disclosure Schedule and of the type
permitted and described in Item 7.2.3(c)(iii) of the Disclosure
Schedule;"
3. Clauses (b) and (c) of Section 7.2.4 ("Financial Condition") of the
Existing Credit Agreement are hereby amended in their respective entireties to
read as follows:
"(b) the ratio of Funded Debt (excluding Contingent Liabilities relating
to such Debt) to EBITDA, as of the last day of any Fiscal Quarter during
each Fiscal Year set forth below to be greater than the ratio set forth
opposite such Fiscal Year:
Fiscal Year Ratio
----------- -----
1996 3.25:1
1997 3.00:1
1998 2.50:1
1999 2.50:1
2000 2.50:1;
"(c) the Fixed Charge Coverage Ratio as of the last day of any Fiscal
Quarter during each Fiscal Year set forth below to be less than the ratio
set forth opposite such Fiscal Year:
Fixed Charge
Fiscal Year Coverage Ratio
----------- --------------
1996 .95:1
1997 .92:1
1998 1.05:1
1999 1.10:1
2000 1.10:1;"
4. Clause (e) of Section 7.2.5 ("Investments") of the Existing Credit
Agreement is hereby amended in its entirety to read as follows:
"(e)
(i) Investments by the Borrower in Hartco arising from the
transaction contemplated by the Hartco Letter of Intent;
(iii) Investments by the Borrower in RHF arising from the
transaction contemplated by the ▇▇▇▇▇▇▇ Letter of Intent; and
(iii) in the ordinary course of business, Investments by the
Borrower in any of its Subsidiaries (except Permitted Foreign
Subsidiaries), or by any such Subsidiary in any of its Subsidiaries, by
way of contributions to capital or loans or advances;"
5. Section 7.2.7 ("Capital Expenditures, Etc.") of the Existing Credit
Agreement is hereby amended by (a) deleting the period at the end of such
subsection and (b) inserting a new clause in place thereof to read as follows:
"; provided, further, that for Fiscal Year 1997 only, the amount of
Permitted Capital Expenditures shall be increased by the Capital
Expenditures attributable to the purchase of the ▇▇▇▇▇▇▇ Assets in an
amount not to exceed $70,000,000."
6. Clause (a) of Section 7.2.14 ("Negative Pledges, Restrictive Agreements,
Etc.") of the Existing Agreement is hereby amended to read in its entirety as
follows:
"(a) the creation or assumption of any Lien upon its properties, revenues
or assets, whether now owned (other than prohibitions contained in
documents governing industrial revenue bonds to which Harto or ▇▇▇▇▇▇▇
are parties as in effect on March 19, 1997) or hereafter acquired, or the
ability of the Borrower or any other Obligor to amend or otherwise modify
this Agrement or any other Loan Document; or"
7. The Disclosure Schedule is hereby amended by adding thereto Items
7.2.2(c)(iv) and 7.2.3(c)(iii) as set forth in Annex I hereto.
3. Consent under Section 7.2.9 ("Take or Pay Contracts"). In connection
with the purchase of the ▇▇▇▇▇▇▇ Assets, Borrower or RHF intends to assume
that certain agreement for the purchase of veneers dated as of January 12,
1995 by and between ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Company and ▇▇▇▇▇▇▇, Inc. under which
Borrower will have an irrevocable obligation to purchase up to the required
amount of veneer when delivered for a five-year term as provided therein (the
"▇▇▇▇▇▇▇▇-▇▇▇▇▇ Agreement"). As of the Tenth Amendment Effective Date, Agent
and each Lender hereby (i) consents to Borrower's or RHF's assumption and
performance of ▇▇▇▇▇▇▇, Inc.'s obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Agreement,
and (ii) waives any Default or Event of Default arising under Section 7.2.9 of
the Existing Credit Agreement directly therefrom.
IV.
CONDITIONS TO EFFECTIVENESS
1. Tenth Amendment Effective Date. This Amendment (and the amendments and
modifications contained herein) shall become effective, and shall thereafter
be referred to as the "Tenth Amendment", on the date (the "Tenth Amendment
Effective Date") when all of the conditions set forth in this Subpart 3.1 have
been satisfied.
1. Delivery of RHF Guaranty. The Agent shall have received, for the
benefit of each Lender, the Issuer and the Agent, a guaranty in respect
of the Obligations in a form reasonably satisfactory to the Agent, duly
executed and delivered by an Authorized Officer of RHF, dated as of the
Tenth Amendment Effective date (the "RHF Guaranty)".
2. Delivery of RHF Security Agreement. The Agent shall have received,
for the benefit of each Lender, the Issuer and the Agent, a security
agreement in a form reasonably satisfactory to the Agent, duly executed
and delivered by an Authorized Officer of RHF, dated as of the Tenth
Amendment Effective Date (the "RHF Security Agreement"), together with
such opinions in form and substance and from counsel satisfactory to
Agent, as the Agent may require, together with (i) executed copies of
proper Uniform Commercial Code Form UCC-3 termination statements, if any,
necessary to release all Liens and other rights of any Person in any
collateral described in such security agreement previously granted by any
Person, (ii) Uniform Commercial Code financing statements naming RHF as
the debtor and the Agent as the secured party to be filed under all
jurisdictions as may be necessary or, in the opinion of the Agent,
desirable to perfect the security interest of the Agent pursuant to such
security agreement and (iii) certified copies of Uniform Commercial Code
requests for information or similar search reports dated a date
reasonably near the date of the acquisition of RHF listing all effective
financing statements which name RHF as a debtor.
3. Solvency Certificate. The Agent shall have received for the benefit
of each Lender, the Issuer and the Agent, a solvency certificate of an
Authorized Officer of Borrower, in a form reasonably satisfactory to the
Agent, dated as of the Tenth Amendment Effective Date.
4. Affirmation and Consent. The Agent shall have received a duly
executed copy of the Affirmation and Consent to this Amendment, in a form
reasonably satisfactory to the Agent, duly executed and delivered by each
Obligor.
5. Acquisition of ▇▇▇▇▇▇▇ Assets. The acquisition of the ▇▇▇▇▇▇▇
Assets by Borrower or RHF shall have been completed without a material
change in the terms of the acquisition from those set forth in the
▇▇▇▇▇▇▇ Letter of Intent, except as may be otherwise consented to by the
Required Lenders.
6. Expenses. The Agent shall have received for its own account, or for
the account of each Lender, as the case may be, reimbursement of all the
Agent's expenses incurred and payable by Borrower under Subpart 4.5.
7. Environmental Audits. The Agent shall have received such assurances
from the Borrower or reports from an environmental consultant relating to
environmental audits of material real property to be acquired in the
acquisition of the ▇▇▇▇▇▇▇ Assets reasonably satisfactory in scope and
results to the Agent.
8. Opinions of Counsel. The Agent shall have received such opinions,
each dated the Tenth Amendment Effective Date, in form and substance and
from counsel satisfactory to the Agent, as the Agent may require.
9. Legal Details, etc. All documents executed or submitted pursuant
hereto shall be satisfactory in form and substance to the Agent and its
counsel. The Agent and its counsel shall have received all information
and such counterpart originals or such certified or other copies or such
materials as the Agent or its counsel may reasonably request, and all
legal matters incident to the transactions contemplated by this Amendment
shall be satisfactory to the Agent and its counsel.
10. Execution of Counterparts. The Agent shall have received
counterparts of this Amendment, duly executed and delivered on behalf of
the Borrower and each of the Lenders.
11. Resolutions. etc. The Agent shall have received in form and
substance satisfactory to the Agent,
(a) a certificate, dated the Tenth Amendment Effective Date, of the
Borrower's Secretary or Assistant Secretary as to
(i) resolutions of the Borrower's Board of Directors then in full
force and effect authorizing the execution, delivery and performance of
this Amendment and each other Loan Document executed or to be executed by
it in connection herewith; and
(ii) the incumbency and signatures of those officers of the Borrower
authorized to act with respect to this Amendment and each other Loan
Document executed or to be executed by it in connection herewith,
upon which certificate each Lender may conclusively rely with respect to
the incumbency and signature of such Authorized Officers until it shall
have received a further certificate of the Secretary or Assistant
Secretary of the Borrower cancelling or amending such prior certificate;
(b) a certificate, dated the Tenth Amendment Effective Date, of the
Secretary or Assistant Secretary of RHF, or of the Secretary or Assistant
Secretary of the general partner of RHF, as to
(i) resolutions of the Board of Directors of RHF, or the general
partner of RHF, then in full force and effect authorizing the execution,
delivery and performance of a guaranty and security agreement (as such
are described in Subparts 3.1.1 and 3.1.2, below) and each other Loan
Document executed or to be executed by RHF or by the general partner of
RHF, in the name and on behalf of RHF, in connection herewith and
therewith; and
(ii) the incumbency and signatures of those officers of RHF, or the
general partner of RHF, authorized to act with respect to the guaranty
and the security agreement of RHF described in Subparts 3.1.1 and 3.1.2
below and each other Loan Document executed or to be executed by RHF or
by the general partner of RHF, in the name and on behalf of RHF, in
connection herewith and therewith,
upon which certificate each Lender may conclusively rely with respect to
the incumbency and signature of such Authorized Officers until it shall
have received a further certificate of the Secretary or Assistant
Secretary of RHF cancelling or amending such prior certificate;
(c) a certificate, dated the Tenth Amendment Effective Date, of the
Secretary or Assistant Secretary of each other Obligor as to
(i) resolutions of such Obligor's Board of Directors then in
full force and effect authorizing the execution, delivery and
performance of the Affirmation and Consent and each other Loan
Document executed or to be executed by it in connection herewith;
and
(ii) the incumbency and signatures of those officers of such
Obligor authorized to act with respect to the Affirmation and
Consent and each other Loan Document executed or to be executed by
it in connection herewith,
upon which certificate each Lender may conclusively rely with respect to
the incumbency and signature of such Authorized Officers until it shall
have received a further certificate of the Secretary or Assistant
Secretary of such Obligor cancelling or amending such prior certificate;
and
(d) such other documents (certified if requested) or certificates
as the Agent may reasonably request with respect to this Amendment, the
Affirmation and Consent, any other Loan Document or any Organic Document
or approval.
V.
MISCELLANEOUS; REPRESENTATIONS
1. Cross-References. References in this Amendment to any Part or Subpart
are, unless otherwise specified or otherwise required by the context, to such
Part or Subpart of this Amendment.
2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is a
Loan Document executed pursuant to the Existing Credit Agreement and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Existing Credit Agreement (and, following the Tenth
Amendment Effective Date, the Credit Agreement).
3. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.
4. Full Force and Effect; Limited Amendment. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants, conditions
and other provisions of the Existing Credit Agreement and the other Loan
Documents shall remain unamended and unwaived and shall continue to be, and
shall remain, in full force and effect in accordance with their respective
terms. The amendments set forth herein shall be limited precisely as provided
for herein to the provisions expressly amended herein and shall not be deemed
to be an amendment to, waiver of, consent to or modification of any other term
or provision of the Existing Credit Agreement, any other Loan Document
referred to therein or herein or of any transaction or further or future
action on the part of the Borrower which would require the consent of the
Lenders under the Existing Credit Agreement or any of the Loan Documents.
5. Payment of Expenses. The Borrower hereby agrees to pay and reimburse the
Agent for all of its reasonable expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and related
documents, including all reasonable fees and disbursements of counsel to the
Agent.
6. Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which when executed and delivered shall be
deemed to be an original and all of which shall constitute together but one
and the same agreement.
7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
8. Compliance with Warranties. No Default, etc. Both before and after giving
effect to the occurrence of the Tenth Amendment Effective Date and the
amendments to the Existing Credit Agreement set forth above, the Borrower
represents and warrants to the Lenders that the following statements are true
and correct:
(a) the representations and warranties set forth in Article VI
(excluding, however, those contained in Section 6.7) of the Existing
Credit Agreement and the representations and warranties set forth in
Article III of each Security Agreement and in Article III of each
Subsidiary Guaranty and in each other Loan Document are true and correct
in all material respects with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such
representations and warranties were true and correct as of such earlier
date);
(b) except as disclosed by the Borrower to the Agent and the
Lenders pursuant to Section 6.7 of the Existing Credit Agreement,
(i) no labor controversy, litigation, arbitration or
governmental investigation or proceeding is pending or, to the
knowledge of the Borrower, threatened against the Borrower or any of
its Subsidiaries which could result in a Material Adverse Effect
(including with respect to this Amendment or any other Loan Document
delivered in connection herewith); and
(ii) no development has occurred in any labor controversy,
litigation, arbitration or governmental investigation or proceeding
disclosed pursuant to Section 6.7 of the Existing Credit Agreement
which could result in a Material Adverse Effect (including with
respect to this Amendment or any other Loan Document delivered in
connection herewith); and
(iii) no Default has occurred and is continuing.
9. Additional Representations. In order to induce the Lenders and the
Agents to enter into this Amendment, the Borrower hereby additionally
represents and warrants as follows:
(a) the execution and delivery of this Amendment and the
performance by the Borrower and each of its Subsidiaries of each of their
respective obligations hereunder, under each other Loan Document, under
the Existing Credit Agreement as amended hereby and, upon the occurrence
of the Tenth Amendment Effective Date, under the Credit Agreement are
within such Person's corporate powers, have been duly authorized by all
necessary corporate action, have received all necessary governmental
approvals (if any shall be required), and do not (i) contravene such
Person's Organic Documents, (ii) contravene any contractual restriction,
law or governmental regulation or court decree or order binding on or
affecting such Person or (iii) result in, or require the creation or
imposition of, any Lien on any of such Person's properties (other than
pursuant to a Loan Document); and
(b) this Amendment, each other Loan Document, the Existing Credit
Agreement as amended hereby and, upon the occurrence of the Tenth
Amendment Effective Date, the Credit Agreement are the legal, valid and
binding obligations of the Borrower and each of its Subsidiaries, as
applicable, enforceable in accordance with their respective terms (except
as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally and by principles of equity).
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
TRIANGLE PACIFIC CORP.
By: ---------------------------------
Title:
THE BANK OF NOVA SCOTIA
By: --------------------------------
Title:
BANK OF AMERICA NT&SA
By: --------------------------------
Title:
COMERICA BANK - TEXAS
By: ---------------------------------
Title:
DISCLOSURE SCHEDULE
Item 7.2.2(c)(iv)
1. $8,000,000 Industrial Development Bonds Issued September 1, 1989.
a. $5,000,000 City of ▇▇▇▇▇▇ Arkansas Industrial Development Revenue
Bonds, Series A, issued on September 1, 1989, variable interest rate
(4.25% at October 31, 1996), due in annual installments through
September 1999.
b. $3,000,000 City of ▇▇▇▇▇▇ Arkansas Industrial Development Revenue
Bonds, Series B, issued on September 1, 1989, variable interest rate
(4.75% at October 31, 1996), due in annual installments through
September 1999.
Loan Agreement:
Section 6.1: ▇▇▇▇▇▇▇ must maintain its corporate existence,
with certain exceptions.
Section 7.1: Assignment only to domestic corporation who
assumes all of the obligations of ▇▇▇▇▇▇▇
thereunder.
Promissory Note: Payments of interest and principal due on or
before dates set forth in the Indenture for
payment of principal and interest on the
bonds.
Reimbursement Agreement:
Section 9.3: ▇▇▇▇▇▇▇ may not assign any of its obligations
relating to the bonds or projects financed
thereby without the consent of the letter
of credit bank.
Indenture: The bonds are optionally redeemable by the
issuer on the first day of each March, June,
September and December (provided that ▇▇▇▇▇▇▇
has previously elected to have the remarketing
agent adjust the interest rate on the bonds
every ninety days).
2. $1,600,000 Economic Development Revenue Bonds Issued February 1, 1994.
$1,600,000 Arkansas Development Finance Authority Economic Development
Revenue Bonds issued February 1, 1994, Series D, 3.25% fixed interest
rate, due in annual installments through February 2001.
Loan Agreement:
Section 5.07: ▇▇▇▇▇▇ must maintain its corporate existence,
with certain exceptions.
Section 5.05: Assignment only with issuer's or trustee's
consent.
Promissory Note: Payments of interest and principal due on the
dates set forth on the payment schedule
attached thereto. Prepayments only allowed
in limited circumstances under the loan
agreement and the indenture before the bonds
are redeemed.
Indenture: The bonds may not be redeemed until February
1, 1999.
3. $3,860,000 Industrial Development Bonds Issued October 1, 1996:
a. $1,860,000 Arkansas Development Finance Authority Industrial
Development Revenue Bonds issued on October 1, 1996, Series J,
various fixed interest rates ranging from 4.3% to 5.5%, due in
annual installments through September 2006.
B. $2,000,000 Arkansas Development Finance Authority Industrial
Development Revenue Bonds issued on October 1, 1996, Series K,
various fixed interest rates ranging from 4.4% to 5.7%, due in
annual installments through September 2006.
Loan Agreement:
Section 5.07: ▇▇▇▇▇▇▇ must maintain its corporate
existence, with certain exceptions.
Section 5.05: Assignment only with issuer's or trustee's
consent.
Promissory Note: Payments of interest and principal due on the
dates set forth on the payment schedule
attached thereto. Prepayments only allowed
in limited circumstances under the loan
agreement and the indenture before the bonds
are redeemed.
Indenture: The bonds may not be redeemed until October
1, 2004.
4. Note payable to ▇▇▇▇▇▇ Bank and Trust Company in original principal
amount of $628,538 and secured by a mortgage on certain land and
buildings included in the ▇▇▇▇▇▇▇ Assets. The remaining principal and
interest due at the closing of the acquisition will be repaid by Borrower
at the closing and the mortgage released.
5. Notes payable by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III to ▇▇▇▇▇▇ Bank & Trust Co. and others in
the aggregate original principal amount of up to $200,000 and secured by
a liens on certain land and equipment included in the ▇▇▇▇▇▇▇ Assets.
The remaining principal and interest due at the closing of the
acquisition will be repaid by Borrower at the closing and the liens
released.
Item 7.2.3(c)(iii)
Purchase money mortgages, purchase money security interests or other Liens
granted to secure payment of Indebtedness incurred by ▇▇▇▇▇▇▇ Sellers and
assumed by Borrower or RHF (a) for the purpose of financing the construction
of properties or fixed improvements or (b) in respect of Purchase Money
Obligations for property used in a Permitted Business, and covering only
(together in each case with accessions and fixtures thereto) the property so
acquired or the properties or fixed improvements so constructed (it being
understood that any Lien granted on property so acquired may also encumber and
extend to properties and fixed improvements constructed thereon, and any Lien
granted on properties and fixed improvements so constructed may also encumber
and extend to property so acquired on which such improvements are
constructed).