[EXECUTION COPY]
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT,
dated as of August 31, 1999
among
KEY COMPONENTS, LLC,
as Borrower,
CERTAIN OF ITS SUBSIDIARIES,
as Guarantors,
CERTAIN FINANCIAL INSTITUTIONS,
as Lenders,
and
SOCIETE GENERALE,
as Agent for the Lenders.
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AND GUARANTY
AGREEMENT, dated as of August 31, 1999 (this "Amendment"), among the following:
(a) KEY COMPONENTS, LLC, a Delaware limited liability company (the
"Borrower"),
(b) each of the Subsidiaries of the Borrower identified under the
caption "GUARANTORS" on the signature pages hereto (individually, a
"Guarantor" and, collectively, the "Guarantors" and, together with the
Borrower, the "Obligors"),
(c) the various financial institutions as are parties hereto
(collectively, the "Lenders"), and
(d) SOCIETE GENERALE, as agent (in such capacity, the "Agent") for
the Lenders,
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, certain of the Lenders and the
Agent have heretofore entered into a certain Amended and Restated Credit and
Guaranty Agreement, dated as of January 19, 1999 (as amended from time to time,
the "Credit Agreement"); and
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent now
desire to amend the Credit Agreement in certain respects, as hereinafter
provided;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1.Certain Defined Terms. 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 forms
thereof):
"Agent" is defined in the preamble.
"Amendment" is defined in the preamble.
"Borrower" is defined in the preamble.
"Credit Agreement" is defined in the first recital.
"Force 10 Disposition" means the sale by the Borrower of all of its
ownership interests in Force 10 Marine Ltd.
"Guarantors" is defined in the preamble.
"IP Acquisition" means any acquisition by the Borrower of rights with
respect to copyrights, patents, trademarks or other forms of intellectual
property which are, or could reasonably be expected to be, useful in a Permitted
Business.
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"Lenders" is defined in the preamble.
"Multiplex Disposition" means the sale by the Borrower of all of its
ownership interests in Multiplex Technology, Inc.
"New LLC Obligors" is defined in Section 3.1.
"Obligors" is defined in the preamble.
SECTION 1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in the Credit
Agreement shall have such meanings when used in this Amendment.
ARTICLE II
AMENDMENTS
SECTION 2.1. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
SECTION 2.1.1. Definition of "EBITDA". The proviso of clause (d) of the
definition of "EBITDA" in Section 1.1 of the Credit Agreement is amended to read
as follows:
"provided that (x) the amounts provided for in this clause (d) shall not
be included in calculating 'EBITDA' for purposes of the definition of
'Excess Cash Flow' and (y) for purposes of this clause (d), the term
'Permitted Acquisition' shall not include any IP Acquisition."
SECTION 2.1.2. Definition of "Force 10 Disposition". Section 1.1 of the
Credit Agreement is amended by adding the following definition in the
appropriate alphabetical sequence:
"'Force 10 Disposition' means the sale by the Borrower of all of its
ownership interests in Force 10 Marine Ltd."
SECTION 2.1.3. Definition of "IP Acquisition". Section 1.1 of the Credit
Agreement is amended by adding the following definition in the appropriate
alphabetical sequence:
"'IP Acquisition' means any acquisition by the Borrower of rights
with respect to copyrights, patents, trademarks or other forms of
intellectual property which are, or could reasonably be expected to be,
useful in a Permitted Business."
SECTION 2.1.4. Definition of "Multiplex Disposition". Section 1.1 of the
Credit Agreement is amended by adding the following definition in the
appropriate alphabetical sequence:
"'Multiplex Disposition' means the sale by the Borrower of all of
its ownership interests in Multiplex Technology, Inc."
SECTION 2.1.5. Definition of "Permitted Acquisition". The definition of
"Permitted Acquisition" in Section 1.1 of the Credit Agreement is amended in its
entirety to read as follows:
"'Permitted Acquisition' means
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(x) any acquisition by the Borrower of all of the capital
stock of, or all or substantially all of the assets of, any Person
(or of all of a line of business or business segment of any Person)
that was, immediately prior to such acquisition, in a Permitted
Business, or
(y) any IP Acquisition,
provided that the following conditions are met:
(a) at least ten Business Days prior to such Permitted
Acquisition, the Borrower shall have furnished the Agent with the
following:
(i) a description (in detail reasonably satisfactory to
the Agent) of such Permitted Acquisition;
(ii) a certificate of the chief financial officer of the
Borrower demonstrating pro forma compliance with, and
projected compliance with, the covenants set forth in Article
VII for the term hereof (including a reasonably detailed
financial model supporting such certificate), which
demonstration of projected compliance (and reasonably detailed
financial model) shall not, in the case of any Permitted
Acquisition that is an IP Acquisition, give effect to any
anticipated cost savings from, or operating results generated
as a result of, such IP Acquisition;
(iii) in the case of an IP Acquisition, a reasonably
detailed financial model of the Company giving effect to any
anticipated cost savings or operating results arising from
such IP Acquisition;
(iv) such other information relating to such Permitted
Acquisition as the Agent or any Lender may reasonably request
(including, as applicable, audited financial information for
the prior three fiscal years regarding the business to be
acquired or, if no audited financial statements are available,
financial statements certified by a senior financial officer
of the relevant entity); and
(v) if a due diligence report is obtained by the
Borrower with respect to such Permitted Acquisition, a copy of
such due diligence report (in scope and form reasonably
acceptable to the Agent);
(b) after giving effect to such Permitted Acquisition, the
Borrower shall be in compliance with its obligations under Sections
7.1.7, 7.1.9 and 7.1.12, and, if such Permitted Acquisition consists
in whole or in part of a stock acquisition or other acquisition of
equity interests, after giving effect thereto, the Borrower shall be
in compliance with the provisions of Section 7.1.8;
(c) after giving effect to such Permitted Acquisition, the
aggregate consideration paid or to be paid by the Obligors with
respect to all Permitted Acquisitions made on or after the date of
Amendment No. 2 hereto (including the aggregate amount of all
Indebtedness assumed in connection with all such Permitted
Acquisitions) shall not exceed the sum of the following:
(i) $10,000,000, plus
(ii) the aggregate amount of Net Equity Proceeds
received by the Obligors on and after the date of Amendment
No. 2 hereto (other than any Compliance Capital), plus
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(iii) the aggregate amount of Net Disposition Proceeds
and Net Debt Proceeds received by the Obligors on and after
the date of Amendment No. 2 hereto (other than any Net
Disposition Proceeds or Net Debt Proceeds used to acquire
assets other than in connection with a Permitted Acquisition),
to the extent that the same are permitted to be reinvested in
a Permitted Acquisition pursuant to Section 3.1.2(c)(C), plus
(iv) the aggregate amount of Indebtedness assumed in
connection with all such Permitted Acquisitions (so long as
such Indebtedness is permitted to be incurred under Section
7.2.2(d) or Section 7.2.2(i));
(d) immediately prior to such Permitted Acquisition and after
giving effect thereto, no Default shall be continuing; and
(e) after giving effect to such Permitted Acquisition, the sum
of (x) the Borrowing Base Amount as then in effect, minus (y) the
aggregate outstanding amount of Revolving Loans and Letter of Credit
Outstandings is greater than $5,000,000."
SECTION 2.1.6. Definition of "Taxpayer(s)". The definition of
"Taxpayer(s)" in Section 1.1 of the Credit Agreement is amended in its entirety
to read as follows:
"'Taxpayer(s)' means:
(a) with respect to any member of the Parent for any period
during which such member is a pass through entity for federal income
tax purposes, the stockholders, members or partners of such pass
through entity, and
(b) with respect to any member of the Parent for any period
during which such member is not a pass through entity for federal
income tax purposes, such member."
SECTION 2.1.7. Use of Proceeds. Section 4.10(a)(iii) of the Credit
Agreement is amended in its entirety to read as follows:
"(iii) to finance Permitted Acquisitions."
SECTION 2.1.8. Application of Voluntary Prepayments of Term Loans. The
penultimate sentence of Section 3.1.1 of the Credit Agreement is hereby amended
to read as follows:
"Each voluntary prepayment of any Term Loans made pursuant to this Section
shall be applied, to the extent of such prepayment, as follows:
first, to the payment of the next scheduled installment of
principal of the Term Loans as set forth in Section 3.1.2(b), and
then, to the remaining installments of principal of the Term
Loans ratably in accordance with the respective unpaid principal
amounts thereof."
SECTION 2.1.9. Mandatory Prepayments from Net Equity Proceeds. Section
3.1.2(c) of the Credit Agreement shall be amended to read as follows:
"(c) the Borrower shall,
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(i) on the date of receipt by it or any of its Subsidiaries of
any Net Disposition Proceeds, Net Equity Proceeds or Net Debt
Proceeds, apply 100% of all such Net Disposition Proceeds, Net
Equity Proceeds or Net Debt Proceeds,
(ii) on the fifth Business Day following the receipt by it or
any of its Subsidiaries of any Excess Insurance Proceeds, apply 100%
of all such Excess Insurance Proceeds, and
(iii) on the date of delivery of the audited financial
statements pursuant to clause (b) of Section 7.1.1 for each Fiscal
Year, commencing with the Fiscal Year ending December 31, 1999 (but
not later than the date such financial statements are required to be
furnished to the Lenders), apply 75% of Excess Cash Flow for such
Fiscal Year,
as follows: (x) first, to make a mandatory prepayment of the Term Loans to
be applied in the inverse order of the scheduled installments thereof, and
(y) second, to make a mandatory prepayment of the Revolving Loans;
provided, however, that no prepayment shall be required pursuant to
subparagraph (c)(i) so long as:
(A) no Default or Event of Default has occurred and is
occurring, and
(B) in the case of Net Equity Proceeds, such Net Equity
Proceeds are reinvested or are planned to be reinvested by the
Borrower or any of its Subsidiaries in a Permitted Acquisition, and
(C) in the case of Net Disposition Proceeds or Net Debt
Proceeds, such Net Disposition Proceeds or Net Debt Proceeds are
reinvested by the Borrower or any of its Subsidiaries in a Permitted
Acquisition or in other assets no later than 180 days (or, in the
case of Net Disposition Proceeds received in respect of the Force 10
Disposition or the Multiplex Disposition, 360 days) after their
receipt; and"
SECTION 2.1.10. Monthly Compliance Certificate. Section 7.1.1(a) of the
Credit Agreement is hereby amended in its entirety to read as follows:
"(a) as soon as available and in any event within 30 days after the
end of each month of each Fiscal Year of the Borrower, a monthly financial
report and consolidated and consolidating balance sheets of the Borrower
and its Subsidiaries as of the end of such month and consolidated and
consolidating statements of earnings of the Borrower and its Subsidiaries
for such month and for the period commencing at the end of the previous
Fiscal Year and ending with the end of such month, setting forth in each
case in comparative form (x) the consolidated and consolidating figures
for the corresponding date and periods of the previous Fiscal Year (giving
pro forma effect to any consummated acquisitions) and (y) the
corresponding consolidated and consolidating figures from the applicable
budget referred to in Section 7.1.1(i) certified by the chief financial
Authorized Officer of the Borrower in a manner acceptable to the Agent;
SECTION 2.1.11. Basket for Purchase Money Indebtedness/Capitalized Lease
Liabilities. Section 7.2.2(d) of the Credit Agreement is hereby amended in its
entirety to reads as follows:
"(d) Indebtedness (other than Indebtedness described in the
immediately preceding clause (c)) in an aggregate principal amount not to
exceed $10,000,000 at any one time outstanding consisting of either:
(i) Indebtedness representing, or incurred to finance,
refinance or refund, the cost (including the cost of construction)
of any property or asset of any Obligor that is either
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(x) permitted to be acquired pursuant to Section 7.2.7 or (y)
acquired in a Permitted Acquisition, or
(ii) Capitalized Lease Liabilities that are either (x)
permitted to be incurred pursuant to Section 7.2.7 or (y) assumed in
connection with a Permitted Acquisition;"
SECTION 2.1.12. Basket for Other Indebtedness. Section 7.2.2(i) of the
Credit Agreement is hereby amended by deleting the dollar amount "$2,000,000"
appearing therein and substituting in its place the dollar amount "$5,000,000."
SECTION 2.1.13. Restricted Payments. Section 7.2.6(a)(i)(A) of the Credit
Agreement is hereby amended in its entirety to reads as follows:
"(A) during the period that the Borrower is disregarded or is
treated as a pass through entity for U.S. federal income tax
purposes and after such period to the extent relating to liability
for such period, the Borrower may make cash distributions to the
Taxpayers, or to the Parent for the benefit of the Taxpayers, in
respect of each Estimation Period, in an aggregate amount not to
exceed the Permitted Quarterly Tax Distribution; provided, that the
amount of distributions made pursuant to this clause (A) will be
excluded in the calculation of the amount of distributions pursuant
to clause (B) below; and provided, further, that (1) within ten days
following the Parent's filing of its required federal income tax
return for the immediately preceding taxable year, the Tax Amounts
CPA shall file with the Agent a written statement indicating in
reasonable detail the calculation of the True-up Amount, (2) in the
case of a True-up Amount due to the Taxpayers, the Permitted
Quarterly Tax Distribution payable in respect of such Estimation
Period shall be increased by such True-up Amount and (3) in the case
of a True-up Amount due to the Borrower, the Permitted Quarterly Tax
Distribution payable in respect of the immediately following
Estimation Period shall be reduced by such True-up Amount and the
excess, if any, of the True-up Amount over such Permitted Quarterly
Tax Distribution shall be applied to reduce the immediately
following Permitted Quarterly Tax Distributions until such True-up
Amount is entirely offset;"
SECTION 2.1.14. Permitted Acquisitions. Section 7.2.10(d) of the Credit
Agreement is hereby amended to read as follows:
"(d) the Borrower and its Subsidiaries may make Permitted
Acquisitions."
SECTION 2.1.15. Further Assurances. Section 7.1.12 of the Credit Agreement
is hereby amended by deleting the last sentence thereof and replacing it with
the following sentence:
"Anything in this Section 7.1.12 to the contrary notwithstanding, so long
as no Default shall be continuing, the Borrower and its Subsidiaries will
not be obligated to:
(i) file any Uniform Commercial Code financing statements:
(A) with respect to equipment (as that term is used in
the U.C.C.) that is not located at a place of business of the
Borrower or any of its Subsidiaries, so long as (x) the
aggregate value of all such equipment as to which no such
financing statements have been filed does not exceed
$1,000,000 and (y) the aggregate value of all such equipment
at any one location does not exceed $200,000; or
(B) with respect to inventory (as that term is used in
the U.C.C.) that is work-in-process that is not located at a
place of business of the Borrower or any of its Subsidiaries,
so long as (x) the aggregate value of all such inventory as to
which no such
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financing statements have been filed does not exceed $700,000
and (y) the aggregate value of all such inventory at any one
location does not exceed $200,000; or
(ii) take any action to perfect the security interest created
under the Guarantor Security Agreement in any equipment or inventory
(as that term is used in the U.C.C.) that is located at a place of
business of the Borrower or any of its Subsidiaries in the Kingdom
of Thailand, so long as the aggregate value of all such equipment
and inventory as to which the Lenders do not have a fully perfected
security interest does not exceed $1,200,000."
SECTION 2.2. Amendment to the Amended and Restated Pledge Agreement.
Attachment I to the Amended and Restated Pledge Agreement is hereby amended in
its entirety to read as Attachment I set forth in Schedule B hereto.
SECTION 2.3. Guarantor Security Agreement. Schedules I, II, III, IV and V
to the Guarantor Security Agreement are hereby amended by incorporating therein
the information set forth in Schedules I, II, III, IV and V, respectively, of
Schedule C hereto.
ARTICLE III
CONSENT
SECTION 3.1. Consent to Reorganization. Subject to the satisfaction of the
conditions precedent in Article IV hereof, the Lenders hereby consent to the
merger of any or all of the Obligors listed in Schedule A hereto into the
respective limited liability companies listed opposite their names on said
Schedule A (the "New LLC Obligors"), with such limited liability companies being
the successor entities of such mergers.
ARTICLE IV
CONDITIONS PRECEDENT
SECTION 4.1. Conditions to Effectiveness. The effectiveness of this
Amendment shall be subject to the prior or concurrent satisfaction of each of
the conditions precedent set forth in this Article IV.
SECTION 4.1.1. Execution of Amendment No. 2. The Agent shall have received
this Amendment duly executed by the Borrower, each Guarantor, Lenders
constituting Required Lenders and the Agent.
SECTION 4.1.2. LLC Reorganization. The Agent shall have received the
following:
(a) each Organic Document of each New LLC Obligor, together with
each of the items described in Section 5.1.1 of the Credit Agreement with
respect to each New LLC Obligor,
(b) certificates evidencing the membership interests of each of the
New LLC Obligors, duly delivered in pledge under the Pledge Agreements,
together with all appropriate instruments of transfer necessary or
desirable to effect the transfer thereof,
(c) to the extent requested by the Agent, Uniform Commercial Code
Financing Statements, naming the respective New LLC Obligors as "debtors,"
to be filed in such jurisdictions as the Agent shall reasonably request,
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(d) an instrument signed by each New LLC Obligor pursuant to which
it agrees to assume all of the Obligations and to be a "Guarantor" and an
"Obligor" under the Credit Agreement and the Guarantor Security Agreement,
and
(e) an opinion of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Constant & ▇▇▇▇▇▇▇▇, counsel to
the Borrower, the Guarantors and the New LLC Obligors, substantially in
the form of Exhibit M to the Credit Agreement, but solely with respect to
the New LLC Obligors.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders and the Agent to enter into this Amendment,
each Obligor hereby reaffirms, as of the date hereof, its representations and
warranties contained in Article VI of the Credit Agreement and in each other
Loan Document, and additionally represents and warrants unto the Agent and each
Lender as set forth in this Article V.
SECTION 5.1. Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each Obligor of this Amendment and any other Loan
Document to be executed by it in connection with this Amendment are within such
Obligor's corporate powers, have been duly authorized by all necessary corporate
action, and do not
(a) contravene such Obligor's Organic Documents;
(b) contravene any contractual restriction, law or governmental
regulation or court decree or order binding on or affecting such Obligor;
or
(c) result in, or require the creation or imposition of, any Lien on
any of such Obligor's properties.
SECTION 5.2. Government Approval, Regulation, etc. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person is required for the due execution,
delivery or performance by any Obligor of this Amendment or any other Loan
Document to be executed by it in connection with this Amendment.
SECTION 5.3. Validity, etc. This Amendment constitutes and each other Loan
Document executed by the Obligors in connection with this Amendment will, on the
due execution and delivery thereof, constitute, the legal, valid and binding
obligations of each Obligor enforceable in accordance with their respective
terms.
SECTION 5.4. No Default. As of the date hereof and after giving effect
hereto, no Default exists.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. Ratification of and References to the Credit Agreement. This
Amendment shall be deemed to be an amendment to the Credit Agreement, and the
Credit Agreement, as amended hereby, is hereby ratified, approved and confirmed
in each and every respect. All references to the Credit Agreement in any other
document, instrument, agreement or writing shall hereafter be deemed to refer to
the Credit Agreement as amended hereby.
SECTION 6.2. Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment or any provisions hereof.
SECTION 6.3. Execution in Counterparts. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be executed by
each Obligor and the Agent and be deemed to be an original and all of which
shall constitute together but one and the same agreement.
SECTION 6.4. Governing Law; Entire Agreement. THIS AMENDMENT AND EACH
OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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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.
BORROWER:
KEY COMPONENTS, LLC,
as the Borrower
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
GUARANTORS:
▇.▇. ▇▇▇▇▇▇▇ MANUFACTURING CO., INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇▇▇▇▇▇ LOCK, INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
ESP LOCK PRODUCTS, INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
VALLEY FORGE CORPORATION,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
CRUISING EQUIPMENT COMPANY,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
GITS MANUFACTURING COMPANY, INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇▇▇▇▇▇▇▇▇▇▇ MARINE PRODUCTS, INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
ATLANTIC GUEST, INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
HEART INTERFACE CORPORATION,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
MARINE INDUSTRIES COMPANY,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇▇▇▇▇▇ ELECTRIC CORPORATION,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
VFC ACQUISITION COMPANY, INC.,
as a Guarantor
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇▇▇▇▇▇▇▇▇▇▇ BUILDING, L.L.C.,
as a Guarantor,
by ▇▇▇▇▇▇▇▇▇▇▇ MARINE PRODUCTS, INC.,
its sole member,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
GUEST BUILDING, L.L.C., as a Guarantor,
by ATLANTIC GUEST, INC.,
its sole member,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇.▇. ▇▇▇▇▇▇▇ MANUFACTURING CO., LLC,
as a Guarantor,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇▇▇▇▇▇ LOCK, LLC,
as a Guarantor,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
ESP LOCK PRODUCTS, LLC,
as a Guarantor,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
GITS MANUFACTURING COMPANY, LLC,
as a Guarantor,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
▇▇▇▇▇▇ ELECTRIC, LLC,
as a Guarantor,
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: Assistant Secretary
AGENT:
SOCIETE GENERALE,
as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
LENDERS:
SOCIETE GENERALE
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Secretary
THE BANK OF NEW YORK
By: ____________________________________
Title:
STATE STREET BANK AND TRUST COMPANY
By: ____________________________________
Title:
EUROPEAN AMERICAN BANK
By: ____________________________________
Title:
FIRST SOURCE FINANCIAL LLP,
by FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By: ____________________________________
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Title:
LENDERS:
SOCIETE GENERALE
By:
-------------------------------------
Title:
THE BANK OF NEW YORK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
STATE STREET BANK AND TRUST COMPANY
By: ____________________________________
Title:
EUROPEAN AMERICAN BANK
By: ____________________________________
Title:
FIRST SOURCE FINANCIAL LLP,
by FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By: ____________________________________
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Title:
LENDERS:
SOCIETE GENERALE
By: /s/
-------------------------------------
Title:
THE BANK OF NEW YORK
By: ____________________________________
Title:
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇ ▇▇▇▇▇
-------------------------------------
Title: V.P.
EUROPEAN AMERICAN BANK
By: ____________________________________
Title:
FIRST SOURCE FINANCIAL LLP,
by FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By: ____________________________________
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Title:
LENDERS:
SOCIETE GENERALE
By:
-------------------------------------
Title:
THE BANK OF NEW YORK
By: ____________________________________
Title:
STATE STREET BANK AND TRUST COMPANY
By: ____________________________________
Title:
EUROPEAN AMERICAN BANK
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Title: Vice President
FIRST SOURCE FINANCIAL LLP,
by FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By: ____________________________________
Title:
FIRST UNION NATIONAL BANK
By: ____________________________________
Title:
LENDERS:
SOCIETE GENERALE
By: /s/
-------------------------------------
Title:
THE BANK OF NEW YORK
By: ____________________________________
Title:
STATE STREET BANK AND TRUST COMPANY
By: ____________________________________
Title:
EUROPEAN AMERICAN BANK
By: ____________________________________
Title:
FIRST SOURCE FINANCIAL LLP,
by FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
FIRST UNION NATIONAL BANK
By: ____________________________________
Title:
LENDERS:
SOCIETE GENERALE
By:
-------------------------------------
Title:
THE BANK OF NEW YORK
By: ____________________________________
Title:
STATE STREET BANK AND TRUST COMPANY
By: ____________________________________
Title:
EUROPEAN AMERICAN BANK
By: ____________________________________
Title:
FIRST SOURCE FINANCIAL LLP,
by FIRST SOURCE FINANCIAL, INC.,
its Agent/Manager
By: ____________________________________
Title:
FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION
(formerly Sanwa Business Credit
Corporation)
By: /s/ ▇▇▇▇▇ ▇. Skavia
-------------------------------------
Title: ▇▇▇▇▇ ▇. Skavia
Senior Vice President
IBJ WHITEHALL BANK & TRUST COMPANY
By: ____________________________________
Title:
SANWA BUSINESS CREDIT CORPORATION
By: ____________________________________
Title:
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Title: Director
SCHEDULE A
Existing Corporate Obligor Limited Liability Company
-------------------------- -------------------------
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., Inc. ▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
▇▇▇▇▇▇ Lock, Inc. Hudson Lock, LLC
ESP Lock Products, Inc. ESP Lock Products, LLC
Gits Manufacturing Company, Inc. Gits Manufacturing Company, LLC
Marine Industries Company Marine Industries Company, LLC
▇▇▇▇▇▇ Electric Company ▇▇▇▇▇▇ Electric Company, LLC
Valley Forge Corporation Key Components, LLC
-18-
SCHEDULE B
-19-
SCHEDULE C
-20-
ATTACHMENT 1
Pledged Interests by Borrower:
Common Stock
-------------------------------------------------------------
% of Shares % of Shares
Total of Pledged of Pledged
Pledged Authorized Outstanding Interest Interest
Interest Issuer Shares Shares Issuer Owned Issuer Pledged
-------------------------------- ---------- ----------- ------------ --------------
▇.▇. ▇▇▇▇▇▇▇ Manufacturing, Co.,
LLC 1,000 1,000 100% 100%
▇▇▇▇▇▇ Lock, LLC 1,000 1,000 100% 100%
ESP Lock Products, LLC 1,000 1,000 100% 100%
Key Components Finance Corp. 1,000 100 100% 100%
Marine Industries Company,
LLC 1,000 1,000 100% 100%
Heart Interface Corporation 50,000 19,922 100% 100%
Cruising Equipment Co. 50,000 1,000 100% 100%
▇▇▇▇▇▇▇▇▇▇▇ Marine Products,
Inc. 2,500 100 100% 100%
Gits Manufacturing Company,
LLC 1,000 1,000 100% 100%
▇▇▇▇▇▇ Electric, LLC 1,000 1,000 100% 100%
Atlantic Guest, Inc. 3,000 1,046.50(1) 93% 100%
VEC Acquisition Company, Inc. 3,000 1000 100% 100%
Valley Forge International
Corporation 1000 1000 100% 100%
----------
(1) Valley Forge owns 973.25 shares.
ATTACHMENT 1
Pledged Interests by Atlantic Guest. Inc.:
100% of the membership interests of Guest Building, L.L.C.
Pledged Interests by ▇▇▇▇▇▇▇▇▇▇▇ Marine Products, Inc.:
100% of the membership interests of ▇▇▇▇▇▇▇▇▇▇▇ Building, L.L.C.
- 2 -
SCHEDULE C
-20-
SCHEDULE I
to
Security Agreement
Item A. Location of Equipment
▇▇▇▇▇▇ Lock, LLC
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Hudsonville, Michigan
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ESP Lock Products, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Marine Industries Company, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
Placerville, CA (Pre Plastics)
Long Beach, CA (Medway)
Gits Manufacturing Company, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Somersworth, NH (▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
Bensenville, IL (Alu Bra Foundry; Chicago Metal Casting)
▇▇▇▇▇▇, IA (Eldora Plastics)
Prairie City, IA (▇▇▇▇▇▇▇▇ Machine)
Minneapolis, MN (Dle Products)
Skokie, IL (▇▇▇▇▇▇▇)
Omaha, NE (Dlmatic)
Bettendorf, IA (Le Claire Mfg.)
Chicago, IL (Laystorm)
Huntington Beach, CA (▇▇▇▇▇▇)
▇▇▇▇▇▇▇▇▇▇, MN (▇▇▇▇ Stamping)
Boston, MA (RPP Corp.)
Amherst, NH (Dia Com)
Winona, MN (Midwest Metal)
▇▇▇▇▇▇ Electric, LLC
▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
512 and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
1200 B&H Industrial City, Milstadt, IL
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ (Century Brass)
210 Kaskaskid, Red Bud, IL (G&S Foundry)
Item B. Location of Inventory
▇▇▇▇▇▇ Lock, LLC
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Hudsonville, Michigan
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ESP Lock Products, LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Marine Industries Company, LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Gits Manufacturing Company, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Los Angeles, CA (▇▇▇▇▇▇▇)
Lincoln, NE (WIP)
Thailand
▇▇▇▇▇▇ Electric, LLC
▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
512 and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
1200 B&H Industrial City, Milstadt, IL
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ (Equity Utility Service)
▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (WESCO)
Item C. Location of Bank Account
Bank Name and Address Account Number Contact Person
--------------------- -------------- --------------
Hudson Lock, LLC
Community National Bank 120111
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Same 206040
BSB Bank & Trust 340088665 ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
BSB Bank & Trust 340048214 ▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Same 340048206 Same
Same 410361410 Same
Same 325056232 Same
Chase Manhattan Bank 585-002134 Customer Service
▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Bank Name and Address Account Number Contact Person
--------------------- -------------- --------------
ESP Lock Products, LLC
BSB Bank & Trust 340093285 ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
First Mass. Bank 0302250095 ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
First Mass. Bank 0302250105 ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Marine Industries Company, LLC
WestAmerica Bank ▇▇▇-▇▇▇▇▇-▇
Commercial Blvd. ▇▇▇-▇▇▇▇▇-▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Gits Manufacturing Company, LLC
First National Bank 398651
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ 50801
▇▇▇▇▇▇ Electric, LLC
Magna Bank 192457
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Boatmen's Bank ▇▇-▇▇▇▇-▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Boatmen's Bank ▇▇-▇▇▇▇-▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
SCHEDULE II
to
Security Agreement
Item A. Patents
▇▇▇▇▇▇ Lock, LLC
See Exhibit A attached hereto.
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
See Exhibit B attached hereto.
ESP Lock Products, LLC
See Exhibit C attached hereto.
Marine Industries Company, LLC
Drop-In Grill Design Patent D379,001 Issued 4/29/97
Drinkholder 5,603,477 Issued 2/18/97
Drop-In Horn 5,703,335 Issued 12/30/97
Ornamental design D301,210 05/23/89
for marine horn(1)
Marine horn installation(2) 4,825,800 05/02/89
Contour Grip
Electrical Connector Des 411,170 06/22/99
Solar Power Ventilator Des 281,274 10/05/95
Motor for Boat
Windshield Wiper Des 363,264 10/17/95
----------
(1) In the name of American Foreign Industries, Inc., a predecessor to Marine
Industries Company.
(2) In the name of American Foreign Industries, Inc., a predecessor to Marine
Industries Company.
▇▇▇▇▇▇ Electric, LLC
914,254 Canadian Patent Torque Impact Converter
4,894,988 Issued 1/23/90 (U.S.) Hydraulic System for operating
switching devices
1,317,529 Issued 4/11/93 (Canada) Hydraulic System for operating
switching devices
4,492,835 Issued 1/8/85 Load Interrupting Device
Gits Manufacturing Company, LLC
See Exhibit D attached hereto.
Item B. Patent Licenses
▇▇▇▇▇▇ Lock, LLC
[None]
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
[None]
ESP Lock Products, LLC
[None]
Marine Industries Company, LLC
[None]
Gits Manufacturing Company, LLC
[None]
▇▇▇▇▇▇ Electric, LLC
[None]
SCHEDULE III
to
Security Agreement
Item A. Trademarks
▇▇▇▇▇▇ Lock, LLC
[None]
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
[None]
ESP Lock Products, LLC
See Exhibit C attached hereto.
Marine Industries Company, LLC
MARINCO 997,946 11/12/74 Electronic cables and electrical
hull fittings in international
class 9
SALTWATER WIRE 1,793,275 9/14/93 electrical wire and cable in
international class 9 on the
Supplemental Register
SEATEAK(3) 1,292,887 09/04/84 game and utilitarian marine
furniture and fittings, and
household racks for marine use
in international class 20
Gits Manufacturing Company, LLC
[None]
▇▇▇▇▇▇ Electric, LLC
Battery Use Gauge (BUG)
Managed Outlet (Little off)
----------
(3) In the name of American Foreign Industries, Inc., a predecessor to Marine
Industries Company, LLC.
Item B. Trademark Licenses
▇▇▇▇▇▇ Lock, LLC
[None]
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
[None]
ESP Lock Products, LLC
[None]
Marine Industries Company, LLC
[None]
Gits Manufacturing Company, LLC
[None]
▇▇▇▇▇▇ Electric, LLC
[None]
SCHEDULE IV
to
Security Agreement
Item A. Conyrights/ Mask Works
▇▇▇▇▇▇ Lock, LLC
[None]
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
[None]
ESP Lock Products, LLC
[None]
Marine Industries Company, LLC
[None]
Cruising Equipment Co.
[None]
Gits Manufacturing Company, LLC
[None]
▇▇▇▇▇▇ Electric, LLC
[None]
Item B. Copyright/ Mask Work Licenses
▇▇▇▇▇▇ Lock, LLC
[None]
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC [None]
ESP Lock Products, LLC
[None]
Marine Industries Company, LLC
[None]
Gits Manufacturing Company, LLC
[None]
▇▇▇▇▇▇ Electric, LLC
[None]
SCHEDULE V
to
Security Agreement
Trade Secret or Know-How Licenses
▇▇▇▇▇▇ Lock, LLC
[None]
▇.▇. ▇▇▇▇▇▇▇ Manufacturing Co., LLC
[None]
ESP Lock Products, LLC
[None]
Marine Industries Company, LLC
[None]
Gits Manufacturing Company, LLC
[None]
▇▇▇▇▇▇ Electric, LLC
[None]