EXHIBIT 4.08
FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
CONSOLIDATED PRODUCTS, INC., an Indiana corporation (the "Company") and
BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national banking association (the
"Bank") agree as follows:
1. CONTEXT. This agreement is made in the context of the following
agreed statement of facts:
a. The Company and the Bank are parties to an Amended and Restated
Credit Agreement dated December 30, 1994, as amended by a First
Amendment to Amended and Restated Credit Agreement dated September
26, 1995, as further amended by a Second Amendment to Amended and
Restated Credit Agreement dated effective as of January 31, 1997, as
further amended by a Third Amendment to Amended and Restated Credit
Agreement dated September 18, 1997, (collectively, the "Agreement").
b. The Company has requested that the Bank extend the Revolving Loan
Maturity Date to December 31, 1999, and the Bank has agreed to such
request subject to certain terms and conditions.
c. The parties have executed this document (this "Fourth Amendment") to
give effect to their agreement.
2. DEFINITIONS. Terms used in this Fourth Amendment with their initial
letters capitalized are used as defined in the Agreement, unless otherwise
defined herein. Section 1 of the Agreement is amended as follows:
a. AMENDED DEFINITION. The definition of "Revolving Loan Maturity
Date" is amended and restated in its entirety as follows:
- "REVOLVING LOAN MATURITY DATE" means, as of the date of
the Fourth Amendment, December 31, 1999, and thereafter
any subsequent date to which the Commitment may be
extended by the Bank pursuant to the terms of Section
2.a(iv).
b. NEW DEFINITIONS. A new definition is added to Section 1 of the
Agreement to read as follows:
- "FOURTH AMENDMENT" means the written amendment to this
Agreement entitled "Fourth Amendment to Amended and
Restated Credit Agreement" and dated effective as of
February 9, 1998.
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3. THE REVOLVING LOAN. The Bank hereby agrees to extend the Revolving
Loan Maturity Date from December 31, 1998 to December 31, 1999, under the
provisions of Section 2.a(iv) of the Agreement. The extension is subject to
execution and delivery by the Company to the Bank of a Revolving Note in the
form of EXHIBIT "A" attached to this Fourth Amendment.
4. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness
of this Fourth Amendment, the Bank shall have received, each duly executed and
in form and substance satisfactory to the Bank, this Fourth Amendment and the
following:
a. The Revolving Note.
b. A certified copy of resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Fourth
Amendment, the Revolving Note and any other document required under
this Fourth Amendment.
c. A certificate signed by the Secretary of the Company certifying the
name of the officer or officers authorized to sign this Fourth
Amendment, the Revolving Note and any other document required under
this Fourth Amendment, together with a sample of the true signature
of each such officer.
d. Such other documents as may be reasonably required by the Bank.
5. REPRESENTATION AND WARRANTIES. To induce the Bank to enter into this
Fourth Amendment, the Company represents and warrants, as of the date of this
Fourth Amendment, that no Event of Default or Unmatured Event of Default has
occurred and is continuing and that the representations and warranties
contained in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements of
the Agreement.
6. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Fourth
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect.
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IN WITNESS WHEREOF, the Company and the Bank, by their duly authorized
officers, have executed this Fourth Amendment to Amended and Restated Credit
Agreement effective on February 9, 1998.
CONSOLIDATED PRODUCTS, INC.
By: /s/ ▇▇▇▇▇ ▇. Bear
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Senior Vice President & Treasurer
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(Printed Name and Title)
BANK ONE, INDIANA,
NATIONAL ASSOCIATION
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
and Senior Relationship Manager
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