EXHIBIT 10(j)
WAIVER, CONSENT AND FIRST AMENDMENT
TO SENIOR SUBORDINATED LOAN DOCUMENTS
This
WAIVER, CONSENT AND FIRST AMENDMENT TO SENIOR SUBORDINATED LOAN DOCUMENTS
(“First Amendment”) is made and entered into as of April 17,
2001 between CLARION TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), and its subsidiaries party hereto (the Company and
its subsidiaries are referred to individually as a “Loan Party”
and collectively as the “Loan Parties”), jointly and severally,
as borrowers; and ▇▇▇▇▇▇▇ ▇▇▇▇▇ MEZZANINE CAPITAL FUND III, L.P., a Delaware
limited partnership (“WBMCF”), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust
dated 3/1/94, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as the lenders.
R E C I T A L S
A. Pursuant to that certain
Senior Subordinated Loan Agreement dated as of July 21, 2000 (the
“Loan Agreement”) between the Loan Parties and WBMCF, WBMCF
purchased a promissory note of the Loan Parties having a principal amount of
$30,000,000, and the Company issued to WBMCF a warrant to purchase 2,847,797
shares of the Company’s Common Stock.
B. Prior to the date
hereof, the Loan Parties defaulted on certain obligations to the Agent and the
Senior Lenders under a Credit Agreement by and among LaSalle Bank National
Association, a national banking association corporation, Bank One Michigan, a
Michigan banking corporation, and certain financial institutions dated February
29, 2000, as amended by that certain First Amendment to Credit Agreement dated
June 30, 2000, and that certain Second Amendment to Credit Agreement dated July
21, 2000.
C. In connection with such
defaults, the Loan Parties, Agent and the Senior Lenders are entering into a
Third Amendment to Credit Agreement of even date herewith (the “Third
Amendment to Senior Loan Agreement”), pursuant to which Senior Lenders,
among other things, are agreeing to convert a portion of their revolving loan
commitments to Loan Parties into a single maturity loan, increase the amount of
their revolving loan commitments to Loan Parties to an aggregate amount of
$17,000,000, reschedule principal payments and maturity of
the loans thereunder, amend certain financial covenants contained therein, and
to waive existing defaults specifically enumerated therein.
D. On the date hereof, the
Loan Parties are in default under certain obligations to WBMCF under the Loan
Agreement and have requested, and WBMCF has agreed to waive such existing
defaults.
E. The Loan Parties have
further requested, and WBMCF has further agreed, to amend selected provisions of
the Loan Agreement and Registration Rights Agreement and to make provision for
the purchase of additional senior subordinated notes of the Loan Parties by
WBMCF and the additional lenders set forth in Schedule 2.1 of the Loan
Agreement, as amended hereby, having an aggregate principal amount of
$3,000,000, all upon the terms and conditions as hereinafter set forth.
F. In connection with such
additional senior subordinated notes, the Company has agreed to issue warrants
to purchase shares of the Company’s Common Stock to WBMCF and the
additional lenders set forth in Schedule 2.1 of the Loan Agreement, as
amended hereby, and WBMCF has further agreed to provide consent to amend that
certain Amended and Restated Certificate of Designations of Clarion
Technologies, Inc. dated April 6, 2001 (the “Preferred Stock
Amendments”), upon the terms and conditions as hereinafter set forth.
G. Based upon the foregoing
recitals, and without waiving any rights or remedies other than those expressly
waived herein, Lender is willing to amend the terms of the Senior Subordinated
Loan Documents under the terms and conditions expressly set forth herein.
A G R E E M E N T S
NOW,
THEREFORE, in consideration of the agreements set forth herein, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated herein by reference and made a part
of this First Amendment.
2. Definitions. All capitalized terms used herein without definition shall have the meanings given to them
in the Loan Agreement, as amended by this First Amendment.
3. Defaults. The
Loan Parties hereby acknowledge, confirm and agree that certain events have
occurred and continue to occur as set forth on Schedule 1 hereto
(collectively, the “Existing Defaults”), each of which
presently constitutes an Event of Default or Potential Event of Default and,
subject to the terms of the Intercreditor Agreement, entitles, or would entitle,
WBMCF to exercise certain rights and remedies under the Loan Agreement.
4. Waiver. In
reliance upon the representations, warranties and covenants of the Loan Parties
contained in this Agreement and subject to the terms and conditions of this
Agreement and any documents or instruments executed in connection herewith,
Lender hereby agrees to waive any and all Existing Defaults. The Loan Parties
understand and agree that the waiver contained in this Section 4 relates
only to the Existing Defaults, which occurred prior to and are existing as of,
the date of this First Amendment, and that said waiver shall not be construed as
Lender’s waiver of, or agreement to waive, any Events of Default or
Potential Events of Default arising hereafter under the Loan Agreement or any
other Senior Subordinated Loan Document. Except as limited and/or modified by
this First Amendment and by the documents executed and delivered in connection
herewith, the Loan Documents shall be deemed to be in full force and effect
during the period of the Agreement, and all provisions of the Loan Agreement
relating to the rights and remedies of Lender shall continue to be in effect
until such time as all Obligations have been paid in full.
5. Amendment of the Loan Agreement. Subject to the Loan Parties' performance of their obligations to
Lender hereunder on the date hereof, the parties hereto agree to amend the terms of the Loan Agreement as follows:
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(a)
The following definitions shall be added to Section 1.1 of the Loan Agreement in the proper alphabetical
order:
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“‘Deferred
Interest Period’ shall mean the period commencing on January 1, 2001
and ending on the earlier of June 30, 2002 or the date that Senior Lenders are
paid in full.”
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“‘Deferred Interest Portion’ shall have the meaning set forth in Section 2.3(e)(ii)
hereof.”
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“‘First
Amendment’ shall mean that certain Waiver, Consent and First Amendment
to Senior Subordinated Loan Documents dated as of April __, 2001 between the
Loan Parties, as borrowers, and WBMCF, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust dated
3/1/94, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as lenders, as the same may be
amended, supplemented, restated or otherwise modified from time to time.”
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“‘First
Amendment Closing Date’ shall be deemed to mean the date of the First
Amendment if and when the conditions for effectiveness of the First Amendment
are satisfied as provided therein.”
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“‘First Amendment Loans’ shall have the meaning set forth in Section 2.1 hereof.”
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“‘First Amendment Senior Subordinated Notes’ shall have the meaning set forth in
Section 2.1 hereof.”
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“‘First
Amendment Warrants’ shall mean the warrants issued by the Company to
WBMCF, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust dated 3/1/94, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇
▇▇▇▇▇▇▇ in form and substance substantially identical to Exhibit D-2
attached hereto.”
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“‘Montpelier
Facility’ shall mean the Company’s facilities located in
Montpelier, Ohio, including, without limitation, all real estate, machinery and
equipment.”
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“‘Original Senior Subordinated Note’ shall have the meaning set forth in Section 2.1
hereof.”
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“‘Original
Warrant’ shall mean the warrant issued by the Company to WBMCF in form
and substance substantially identical to Exhibit D-1 attached
hereto.”
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“‘Permitted
Sale’ shall mean the sale by the Loan Parties of the Montpelier
Facility which (a) is approved by the Company’s board of directors, (b)
permitted under the terms of the Senior Loan Agreement as in effect on the date
hereof, and (c) is approved in writing by Lender, such approval not to be
unreasonably withheld.”
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“‘Senior Termination Date’ shall mean April 30, 2002.”
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(b)
The following definitions in Section 1.1 of the Loan Agreement shall be deleted
in their entirety and replaced with the following:
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“‘Lender’
shall mean (1) with respect to the Original Loan, WBMCF and its Affiliates,
participants, transferees, successors and assigns, and (2) with respect to
the First Amendment Loans, WBMCF, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust dated 3/1/94,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and their Affiliates, participants,
transferees, successors and assigns.”
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“‘Loan’
shall have the meaning set forth in Section 2.1(c) hereof.”
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“Material
Adverse Effect” shall mean a material adverse change in, or a material
adverse effect upon, the (a) business, operations, properties, condition
(financial or otherwise), operating results or business prospects of the Loan
Parties, taken as a whole, as a result of the occurrence or existence of any
single event or condition or series of events or conditions in the aggregate, or
(b) the ability of the Loan Parties to perform their obligations under any of
the Senior Loan Documents or any of the Senior Subordinated Loan Documents to
which they are a party, or (c) the validity or enforceability of any of the
Senior Subordinated Loan Documents or the rights, powers and remedies of Lender
to enforce or collect the Obligations. In determining whether any individual
event could result in a Material Adverse Effect, notwithstanding that such event
does not of itself have such effect, a Material Adverse Effect shall be deemed
to have occurred if the cumulative effect of such event and all other then
existing events could result in a Material Adverse Effect.
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“‘Principal’
shall mean the unpaid principal amount of the Loan including, without
limitation, the principal amount of the Original Loan (including, without
limitation, the Deferred Interest Portion) and the principal amount of the First
Amendment Loans (including, without limitation, the amounts added to the
principal thereof pursuant to Section 2.3(b)(ii) hereof).”
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“‘Senior Subordinated Note’
shall have the meaning set forth in Section 2.1(c) hereof.”
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“‘Subordinated
Indebtedness’ shall mean (i) the Loan (including, without limitation,
the Original Loan and the First Amendment Loans), (ii) each of the Drake Notes
and (iii) any other unsecured Indebtedness of the Loan Parties which has
subordination terms, covenants, pricing and other terms which have been approved
in writing by Senior Lenders and Lender.”
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(c)
The definitions “Annualized EBITDA”, “Minimum Equity
Contribution”, and “Permitted Sale and Leaseback”
shall be deleted from Section 1.1 of the Loan Agreement in their entirety.
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(d)
The last sentence of Section 1.1 shall be deleted in its entirety and replaced with the following:
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“Other
terms are defined elsewhere in this Loan Agreement. All references in this Loan
Agreement to the terms “Lender”, “Loan”, and
“Senior Subordinated Note” in the singular shall be deemed to
refer to the plural equivalent of the term as the context may so require.”
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(e)
The last sentence of Section 1.2 shall be deleted in its entirety.
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(f)
Section 2.1 of the Loan Agreement shall be deleted in its entirety and replaced with the following:
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"2.1 Purchase and Sale of the Original Senior Subordinated Note and the First Amendment Senior Subordinated Notes.
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(a)
Subject to the terms hereof, on July 21, 2000, Lender shall purchase from the
Loan Parties for a purchase price of Thirty Million Dollars ($30,000,000) less
the total amount allocated to the Original Warrant consistent with the terms
thereof, and the Loan Parties shall issue and sell to Lender, a senior
subordinated note (the “Original Senior Subordinated Note”)
evidencing a term loan in the principal amount of Thirty Million Dollars
($30,000,000) (the “Original Loan”). The Original Senior
Subordinated Note shall be dated July 21, 2000, subject to the terms and
conditions of this Agreement and in the form attached hereto as Exhibit
C-1. The aggregate principal amount of the Original Senior Subordinated Note
outstanding on the First Amendment Closing Date is Thirty Million Dollars
($30,000,000). |
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(b)
Subject to the terms hereof, on the First Amendment Closing Date, each Lender
shall purchase from the Loan Parties, and the Loan Parties shall issue and sell
to each Lender, a senior subordinated note (each, a “First Amendment
Senior Subordinated Note” and, collectively, the “First
Amendment Senior Subordinated Notes”) evidencing a term loan (each, a
“First Amendment Loan” and, collectively, the “First
Amendment Loans”) in the amount set forth opposite such Lender’s
name on Schedule 2.1 attached hereto for the purchase price equal to such
amount set forth opposite such Lender’s name on Schedule 2.1
attached hereto, less the total amount allocated to such Lender’s First
Amendment Warrant consistent with the terms thereof. The First Amendment Senior
Subordinated Notes shall be dated as of April 20, 2000, subject to the terms and
conditions of this Agreement and in the form attached hereto as Exhibit
C-2. |
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(c)
The Original Senior Subordinated Note and the First Amendment Senior
Subordinated Notes are collectively referred to herein as the “Senior
Subordinated Note” and the Original Loan and the First Amendment Loans
are collectively referred to as the “Loan”.” |
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(g)
Sections 2.3 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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(i)
Until the Deferred Interest Portion of the Original Loan is paid in full, the
Principal of the Original Loan shall bear interest from January 1, 2001 until
paid, computed on the basis of a 360-day year for the actual number of days
elapsed, at a fixed annual rate of (1) 12.00% for the period commencing January
1, 2001 through March 31, 2001, and (2) 15.00%. After the Deferred Interest
Portion of the Original Loan is paid in full, so long as no Event of Default has
occurred and is continuing, the Principal of the Original Loan shall bear
interest until paid, computed on the basis of a 360-day year for the actual
number of days elapsed, at a fixed annual rate of 12.00%. |
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(ii)
So long as no Event of Default has occurred and is continuing, interest shall
accrue from the date hereof on the Principal of the First Amendment Loans from
time to time outstanding until paid, computed on the basis of a 360-day year for
the actual number of days elapsed, initially at a fixed annual rate of
12.00%.” |
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"(b)
Interest Payment or Accrual. |
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(i)
During the Deferred Interest Period, accrued and unpaid interest on the
Principal of the Original Loan shall be added to the aggregate principal amount
of the Original Loan as of the close of business on each Quarterly Payment Date
(the “Deferred Interest Portion”) commencing with the Quarterly
Payment Date on March 31, 2001. At the expiration of the Deferred Interest
Period, the entire Deferred Interest Portion shall be payable upon demand.
Thereafter, accrued interest shall be due and payable quarterly in arrears on
each Quarterly Payment Date. In addition, all accrued and unpaid interest shall
be paid upon the payment in full of the Principal of the Original Loan and, if
payment in full is not made when due, thereafter on demand. For illustration
purposes only, an interest calculation reflecting the application of this
Section 2.3(b)(i) to the Original Loan is set forth on Schedule 2.3(b)(i)
attached hereto. |
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(ii)
During the Deferred Interest Period, accrued interest on the Principal of the
First Amendment Loans shall be added to the Principal of the First Amendment
Loans as of the close of business on the Quarterly Payment Date. Thereafter,
accrued interest shall be due and payable in arrears on each Quarterly Payment
Date. The Principal amount of the First Amendment Loans, including all amounts
added thereto pursuant to this Section 2.3(b)(ii), shall be payable in
accordance with Section 2.2 hereof. In addition, all accrued and unpaid interest
shall be paid upon the payment in full of the Principal of the First Amendment
Loan and, if payment in full is not made when due, thereafter on demand. For
illustration purposes only, an interest calculation reflecting the application
of this Section 2.3(b)(ii) to the First Amendment Loans is set forth on
Schedule 2.3(b)(ii) attached hereto. |
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"(c)
Default Interest Rate. |
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(i)
After the occurrence and during the continuance of any Event of Default
occurring after the date that the Deferred Interest Portion is paid in full, all
Obligations with respect to the Original Loan shall bear interest from the date
of the occurrence of such Event of Default, payable on demand, at a fixed annual
rate of 15.00%. |
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(ii)
After the occurrence and during the continuance of any Event of Default, all
Obligations with respect to the First Amendment Loans shall bear interest from
the date of the occurrence of such Event of Default, payable on demand, at a
fixed annual rate of 15.00%. |
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(h)
Section 2.4(c) of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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“(c)
Mandatory Prepayment on Sale or Change of Control. The Loan Parties shall
give written notice (a “Change Notice”) to each Lender upon the
earlier of (i) thirty (30) days prior to the consummation of, and (ii) the date
of execution of a definitive agreement providing for a Change of Control or a
Sale (it being understood that, in connection with a Change of Control not
involving a transaction to which the Company is a party, the Loan Parties shall
deliver the relevant Change Notice to each Lender promptly after it obtains
knowledge thereof). Upon receipt of a Change Notice, each Lender shall have the
right, exercisable at any time within thirty (30) days after receipt of a Change
Notice, to require that the Principal owed to such Lender be repaid in full,
together with all accrued interest thereon, and, if Lender so elects, the Loan
Parties shall prepay the outstanding balance of the Principal owed to such
Lender in full, together with all accrued interest thereon, on or before the
date of consummation of the Change of Control or Sale.”
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(i)
Section 4.6 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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4.6 Solvency. Each of the Loan Parties, individually (except for Clarion Plastics
Technologies, Inc., Clarion Real Estate, LLC, Mito Plastics, Inc. and Clarion-Drake
Acquisition, Inc.), and the Loan Parties taken as a whole is Solvent prior to, and after giving
effect to, the transactions contemplated hereby. No transfer of property is being made and no
obligation is being incurred in connection with such transactions with actual intent to hinder,
delay or defraud either present or future creditors.
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(j)
Sections 5.4(c) and 5.4(g) of the Loan Agreement shall be deleted in their entirety and replaced with
the following: |
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“(c)
Certificates. With each of the audited annual reports delivered pursuant
to Section 5.4(b) above, and with each monthly unaudited financial statement
delivered pursuant to Section 5.4(a) above, a certificate of the Company’s
President or Chief Financial Officer or Controller (if such Controller is an
executive officer), or such other authorized officer of the Loan Parties
acceptable to Lender, stating that, except as explained in reasonable
detail in such certificate, (A) the Loan Parties are at the date of such
certificate, in compliance with all of the covenants and agreements in this
Agreement, and (B) no Event of Default or Potential Event of Default then
exists, and (C) with respect to the covenants set forth in Sections 6.15 and
6.17 hereof, setting forth calculations demonstrating in reasonable detail that
the Loan Parties are in compliance with the applicable dollar limit and ratios,
respectively, set forth therein.”
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“(g)
Reports to Senior Lenders. Together with any compliance certificate,
financial statement, or other report furnished to Senior Lenders pursuant to the
Senior Loan Documents (including, without limitation, the reporting obligations
contained in Sections 1.3(b), 1.9 and 4.2 of the Third Amendment to Credit
Agreement as in effect on the First Amendment Closing Date), a copy of the same
setting forth in reasonable detail all calculations for all amounts contained
therein (including, without limitation, the financial covenant calculations)
and, together with all other notices or certificates furnished to Senior Lenders
pursuant to the Senior Loan Documents, the Loan Parties shall also deliver to
Lender a copy of the same.”
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(k)
Section 5.13 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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(a)
The Loan Parties shall use the proceeds of the Original Loan solely to (i) repay
in full any and all amounts due from the Loan Parties to Senior Lenders on the
date hereof under Term Note B (as defined in the Senior Loan Agreement (as in
effect on July 21, 2000)), (ii) reduce to zero dollars any and all amounts due
from the Loan Parties to Senior Lenders on the date hereof under the Revolving
Notes (as defined in the Senior Loan Agreement (as in effect on July 21, 2000))
(iii) to prepay up to Three Million Dollars ($3,000,000) of the Drake Note in
the original principal amount of Five Million Dollars ($5,000,000), (iv) to
pay the cash portion of the purchase price for the Small Parts Acquisition, and
(v) to pay the fees and expenses arising in connection with the Senior
Subordinated Loan Transactions or the Senior Subordinated Loan Documents (it
being understood that, any and all proceeds hereunder in excess of the amounts
referred to in clauses (i) - (v) of this Section 5.13 shall be kept on hand for
general working capital purposes and other purposes permitted by the terms
hereof).
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(b)
The Loan Parties shall use the proceeds of the First Amendment Loans solely to
reduce any amounts due from the Loan Parties to Senior Lenders on the First
Amendment Closing Date under the Revolving Notes (as defined in the Senior Loan
Agreement (as in effect on the First Amendment Closing Date)).”
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(l)
Section 6.3 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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“6.3
Contingent Liabilities. Except as set forth on Schedule 6.3 hereto or except
as permitted under Section 6.1 hereof, the Loan Parties shall not become liable for any
Contingent Obligations.
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(m)
Section 6.5 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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“6.5
Merger or Asset Sale. Except for the Permitted Sale, the Loan Parties
shall not (a) be a party to any merger, liquidation or consolidation (except for
a merger or consolidation in connection with a Permitted Acquisition or of a
Loan Party other than the Company with and into another Loan Party including the
Company (providing that in any such merger involving the Company, the Company is
the survivor), (b) be a party to an Asset Sale except for dispositions of assets
of the Loan Parties for at least fair market value (as determined by the Board
of Directors of the Company) with a net book value in any fiscal year not
exceeding One Million Dollars ($1,000,000), or (c) sell with recourse, or
discount or otherwise sell for less than the face thereof, any of its accounts
or notes receivable.”
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(n)
Section 6.7 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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“6.7
Investments; Acquisitions. The Loan Parties shall not make or permit to
exist any Investment in any Person, except for: (a) advances to employees of the
Loan Parties for travel or other ordinary business expenses in the ordinary
course of, and pursuant to the reasonable requirements of the Loan Parties’
Business; (b) extensions of credit by the Loan Parties in the nature of accounts
or notes receivable arising from the sale of goods and services in the ordinary
course of business; (c) shares of stock, obligations or other securities
received by the Loan Parties in settlement of claims arising in the ordinary
course of business; (d) investments in Cash Equivalents; (e) other Investments
not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million
Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring
from and after Lender’s receipt of the 2000 Report and Certificate; (g) the
Investments existing on the date hereof and set forth on Schedule 6.7
hereto; and (h) Investment between any of the Loan Parties (it being understood
that none of the Investments referenced in clauses (a)-(h) of this Section 6.7
shall be permitted to be made if, immediately before or after giving effect
thereto, any Event of Default or Potential Event of Default exists). Without
limiting the generality of the foregoing, except for (i) the Small Parts
Acquisition on the terms set forth in the transaction documents attached hereto
at Exhibit F, and (ii) Permitted Acquisitions occurring from and after
Lender’s receipt of the 2000 Report and Certificate, the Loan Parties shall
not purchase, lease (as lessee) or otherwise acquire (in a single transaction or
a series of related transactions), or enter into any agreement to purchase or
acquire all or substantially all of the assets or the capital stock or other
ownership interests of any Person.”
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(o)
Section 6.8 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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“6.8
Distributions. Except as set forth on Schedule 6.8 hereto, the
Loan Parties shall not directly or indirectly, declare, order, make, or incur
any liability to make (a) any Distribution, (b) pay any management fee or
similar fees to any stockholder of the Loan Parties or any Affiliate of the Loan
Parties, (c) make any payment, redemption, defeasance or repurchase of any
Subordinated Indebtedness existing on the date hereof (except with respect to
the Obligations hereunder or in accordance with the terms and conditions of a
subordination agreement in form and substance acceptable to Lender), or
(d) set aside funds for any of the foregoing. Notwithstanding the
foregoing: (i) any Loan Party (other than the Company) may pay dividends or make
other distributions to the Company or one another; and (ii) the Company may pay
quarterly dividends to the holders of its Existing Convertible Preferred Stock
in an amount of shares of the Company’s Common Stock in a manner consistent
with the terms of the Preferred Stock Amendments (as in effect on April 17,
2001), provided that, in the case of any such payment made (A) on or prior to
March 31, 2002, the Fair Market Value (as defined in the Preferred Stock
Amendments (as in effect on April 17, 2001)) per share of Common Stock shall be
$3.00 or more and (B) after March 31, 2002, the Fair Market Value per share of
Common Stock (as defined in the Preferred Stock Amendments (as in effect on
April 17, 2001)) shall be $2.00 or more.
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(p)
Section 6.13 of the Loan Agreement shall be deleted in its entirety and replaced with the following: |
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“6.13
Sale and Leaseback Transactions. The Loan Parties shall not directly or
indirectly, enter into any arrangement with any Person providing for the Loan
Parties to lease or rent property that it has sold or will sell or otherwise
transfer to such Person, without the prior written approval of Lender, which
shall not be unreasonably withheld.”
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(q)
Notwithstanding any implication to the contrary contained herein or in the
Original Loan Agreement, during the period commencing on the date hereof and
ending on the earlier of April 30, 2002 or the date on which the Deferred
Interest Portion of the Original Loan is paid in full, the Loan Parties shall
not be required to abide by the terms of Section 6.17 of the Loan Agreement or
the reporting obligations solely with respect thereto contained in Section
5.4(c) of the Loan Agreement (it being understood that from and after May 1,
2002, the Loan Parties shall, automatically and without any action on the part
of Lender , continue to abide by the terms thereof). |
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(r)
Section 7.1(d), 7.1(f) and 7.1(g) shall be deleted in their entirety and replaced with the following: |
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“(d)
any representation or warranty made in this Agreement (as the same shall be
modified from time to time, (including, without limitation, the First
Amendment)) by the Loan Parties, or in any certificate or financial statement
furnished by the Loan Parties pursuant to the provisions thereof, shall prove to
have been false or misleading in any material respect as of the time made or
furnished;"
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“(f)
the Loan Parties shall default in the performance of or compliance with any
other covenant, condition or provision of (1) the First Amendment or (2) this
Agreement or any other Senior Subordinated Loan Document to which it is a party
(and not constituting an Event of Default under the First Amendment or any of
the other subsections of this Section 7.1) and such default shall not be
remedied for a period of fifteen (15) days after notice thereof;"
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“(g) (i)
the entry of any judgment, order, decree, injunction or finding by any
court, arbitrator or similar tribunal that materially threatens the ability of
the Loan Parties to implement the proposed restructuring; or
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(ii)
final judgment not fully covered by insurance or otherwise indemnified to
Lender’s satisfaction which, with all other such undischarged final
judgments against the Loan Parties, exceeds an aggregate of Two Hundred Fifty
Thousand Dollars ($250,000) shall have been entered against the Loan Parties if,
within 30 days after the entry thereof, such judgment shall not have been
discharged or execution thereof stayed pending appeal, or if, within 30 days
after the expiration of any such stay, such judgment shall not have been
discharged, or if, enforcement proceedings shall have been commenced by any
creditor upon such judgment.”
|
| |
(s)
The second sentence of Section 8.1 of the Loan Agreement shall be deleted in its entirety and replaced
with the following: |
| |
“Any
Lender or any assignees of Lender may assign all or any portion of its interest
in and rights under this Agreement and the Senior Subordinated Note to any other
Person (an “Assignee”), or grant a participating or beneficial
interest in this Agreement and the Obligations to any lending institution (a
“Participant”).”
|
| |
(t)
Section 8.2 of the Loan Agreement shall be deleted in its entirety and replaced with the following:
|
| |
“8.2
Action by Lender. Except as provided in Sections 2.4(c) and 8.1 hereof,
any action entitled to be taken by Lender shall require the consent of Persons
with at least fifty percent (50%) interest in and rights to the Senior
Subordinated Note at the time such action is taken.”
|
| |
(u)
Section 8.3 of the Loan Agreement shall be deleted in its entirety and replaced with the following:
|
| |
“8.3
Modifications, Amendments or Waivers. The provisions of this Agreement
may be modified, amended or waived, but only by a written instrument signed by
the Loan Parties and Persons with at least fifty percent (50%) interest in and
rights to the Senior Subordinated Note at the time such modifications,
amendments or waivers are taken.
|
| |
(v)
Section 8.5 of the Loan Agreement shall be deleted in its entirety and replaced with the following:
|
-11-
| |
“8.5
Reimbursement of Expenses; Taxes. The Loan Parties agree upon demand to
pay or reimburse each Lender whose Principal outstanding under the Senior
Subordinated Notes is equal to or exceeds One Million Dollars ($1,000,000) for
all of their reasonable out-of-pocket expenses, including, without limitation,
all travel expenses and all reasonable legal, consulting, accounting and
independent analyst, audit, and appraisal fees and expenses, from time to time
(a) arising in connection with the preparation of the Senior Subordinated Loan
Documents or the Senior Subordinated Loan Transactions; (b) relating to any
amendments, waivers or consents pursuant to the provisions hereof or thereof;
(c) incurred by Lender or its designees in the performance of their duties as
directors of the Loan Parties, if applicable, and (d) arising in connection with
the enforcement of the Senior Subordinated Loan Documents, collection of the
Obligations or actions for declaratory relief in any way related thereto or the
protection or preservation of any rights of Lender hereunder. The Loan Parties
also agree to pay and save Lender harmless from all liability for any stamp or
other similar documentary or recording taxes which may be payable in connection
with this Agreement and the other Senior Subordinated Loan Documents or the
performance of any transactions contemplated hereby or thereby.”
|
| |
(w)
Schedule 2.1 (Allocation of First Amendment Senior Subordinated Notes)
attached hereto shall be added to the Loan Agreement.
|
| |
(x)
Schedule 2.3(e)(i) (Deferred Interest Calculation for Original Loan)
attached hereto shall be added to the Loan Agreement.
|
| |
(y)
Schedule 2.3(e)(ii) (Deferred Interest Calculation for First Amendment
Loans) attached hereto shall be added to the Loan Agreement.
|
| |
(z)
Schedule 2.5 (Payments) shall be deleted in its entirety and a new Schedule
2.5 attached hereto shall be substituted therefor.
|
| |
(aa)
Schedule 4.3 (Capitalization) shall be deleted in its entirety and a new Schedule 4.3 attached
hereto shall be substituted therefor.
|
| |
(bb)
Schedule 4.16 (Absence of Changes) shall be deleted in its entirety and a
new Schedule 4.16 attached hereto shall be substituted therefor.
|
| |
(cc)
Schedule 4.21 (Affiliate Transactions) shall be deleted in its entirety
and a new Schedule 4.21 attached hereto shall be substituted therefor.
|
| |
(dd)
Schedule 6.1 (Certain Indebtedness) shall be deleted in its entirety and
a new Schedule 6.1 attached hereto shall be substituted therefor.
|
| |
(ee)
Schedule 6.7 (Contemplated Investments) shall be deleted in its entirety
and a new Schedule 6.7 attached hereto shall be substituted therefor.
|
| |
(ff)
Schedule 6.8 (Distributions) shall be deleted in its entirety and a new
Schedule 6.8 attached hereto shall be substituted therefor.
|
| |
(gg)
Schedule 6.10 (Transactions with Affiliates) shall be deleted in its
entirety and a new Schedule 6.10 attached hereto shall be substituted
therefor.
|
-12-
| |
(hh)
Schedule 6.14 (Investment Banking Brokers & Finder’s Fees) shall
be deleted in its entirety and a new Schedule 6.14 attached hereto shall
be substituted therefor.
|
| |
(ii)
Schedule 7.1 (Certain Executive Officers) shall be deleted in its
entirety and a new Schedule 7.1 attached hereto shall be substituted
therefor.
|
6. Amendment
of the Registration Rights Agreement. Subject to the Loan Parties’
performance of their obligations to Lender hereunder on the date hereof, the
parties hereto agree to amend the terms of the Registration Rights Agreement as
follows:
| |
(a)
The Recitals to the Registration Rights Agreement shall be deleted in their
entirety and replaced with the following recitals:
|
| |
“A.
On July 21, 2000, the Company entered into this Agreement pursuant to that
certain Senior Subordinated Loan Agreement dated as of July 21, 2000 among the
Company, its subsidiaries made a party thereto and WBMCF (the “Original
Loan Agreement). In connection with the Original Loan Agreement, the Company
agreed, upon the terms and subject to the conditions contained therein, to issue
and sell to WBMCF a warrant (the “Original Warrant”) entitling
the holder thereof to purchase the number of shares (the “Original
Warrant Shares”) of common stock, $0.001 par value, of the Company (the
“Common Stock”), as set forth therein. To induce WBMCF to
execute and deliver the Original Loan Agreement, the Company agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor statute
(collectively, the “Securities Act”), and applicable state
securities laws.
|
| |
B.
In connection with the waiver of existing defaults under the Original Loan
Agreement and the Senior Loan Agreement (as defined in the Original Loan
Agreement), the Loan Parties have further requested, and WBMCF has further
agreed, to amend the Original Loan Agreement (the “First Amendment Loan
Agreement” and, together with the Original Loan Agreement, as
the same may be amended, supplemented, restated or otherwise modified from time
to time in compliance with the terms thereof, the “Loan
Agreement”) and to make provision for the purchase of additional senior
subordinated notes of the Loan Parties by WBMCF and the additional lenders set
forth in Schedule 2.1 of the Loan Agreement (the “First Amendment
Lenders”), having an aggregate principal amount of $3,000,000 (the
“First Amendment Senior Subordinated Notes”).
|
| |
C.
Concurrent with the First Amendment Loan Agreement and the First Amendment, the
Company has agreed to issue and sell to First Amendment Lenders warrants (the
“First Amendment Warrants” and, together with the
Original Warrant, the “Warrant”) entitling the holders thereof
to purchase the number of shares (the “First Amendment Warrant
Shares” and, together with the Original Warrant Shares, the
“Warrant Shares”), of Common Stock as set forth therein. In
addition, to induce First Amendment Lenders to execute and deliver the First
Amendment Loan Agreement, the Company has agreed to amend the Registration
Rights Agreement to extend certain registration rights under the Securities Act
and applicable state securities laws to the First Amendment Warrant Shares, all
upon the terms and conditions set forth herein.”
|
-13-
| |
(b)
The definitions of “Holder” and “Registrable
Securities” in Section 1.1 of the Registration Rights Agreement shall
be deleted in their entirety and replaced with the following:
|
| |
"(b)
The term "Holder" means WBMCF, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust dated
3/1/94, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and any transferees or assignees who agree to become
bound by the provisions of this Agreement in accordance with Article IX hereof."
|
| |
"(c)
The term "Registrable Securities" means the Warrant Shares issued or
issuable with respect to the Original Warrant and the First Amendment Warrants (without regard
to any limitations on conversion or exercise of any Warrant) and any shares of capital stock or
other securities issued or issuable, from time to time (with any adjustments), on or in
exchange for or otherwise with respect to the Common Stock or any other Registrable Securities."
|
| |
(c)
Section 1.2 of the Registration Rights Agreement shall be deleted in its entirety and replaced with the
following:
|
| |
“1.2
Capitalized Terms. Capitalized terms used herein and not otherwise
defined in this Agreement shall have the respective meanings set forth in the
Loan Agreement. All references in this Agreement to the terms
“Holder” or “Warrant” in the singular shall be
deemed to refer to the plural equivalent of the term as the context may so
require.”
|
| |
(d)
Section 2.1 of the Registration Rights Agreement shall be deleted in its entirety and replaced with the
following:
|
| |
(a)
At any time after July 21, 2001, Holders of a majority of Registrable
Securities may request the registration under the Securities Act of all or any portion of their
Registrable Securities (a "Demand Registration"); provided, however, that any Demand
Registration pursuant to this Section 2.1(a) shall be in increments of at least three hundred
thousand (300,000) shares of Common Stock (as adjusted for any stock splits, subdivisions, or
similar events). No more than three (3) Demand Registrations may be requested pursuant to this
Section 2.1(a); provided, however, that a registration shall be counted for such purposes only
if it becomes effective under the Securities Act.
|
| |
(b)
At any time after which the Company is eligible to file a
Registration Statement on Form S-3 (or any replacement form) to register Registrable Securities
on account of Holder, Holders of a majority of Registrable Securities may request the
registration under the Securities Act of all or any portion of their Registrable Securities
(also a "Demand Registration"); provided, however, that any Demand Registration pursuant to
this Section 2.1(b) shall be in increments of at least three hundred thousand (300,000) shares
of Common Stock (as adjusted for any stock splits, subdivisions, or similar events). No more
than two (2) registrations in any twelve (12) month period may be requested pursuant to this
Section 2.1(b); provided, however, that a registration shall be counted for such purposes only
if it becomes effective under the Securities Act.
|
-14-
6. Preferred Stock
Amendments. The Loan Parties hereby acknowledge and agree that the Preferred
Stock Amendments affect Lender adversely and that, pursuant to Section 6.9 of
the Loan Agreement, such amendments require the consent of Lender, which Lender
hereby grants upon the terms and conditions set forth in this First Amendment.
7. First Amendment Conditions. The First Amendment and the obligations of Lender contemplated hereby shall
be governed by and subject to the following terms and conditions:
| |
(a)
receipt of this Waiver, Consent and First Amendment to Senior Subordinated Loan Documents, duly executed
by the Loan Parties;
|
| |
(b)
receipt of the applicable First Amendment Senior Subordinated Notes and the First Amendment Warrants, in
each case duly executed by the Loan Parties;
|
| |
(c)
receipt of the amendment to Intercreditor Agreement, duly executed by Senior Lenders;
|
| |
(d)
receipt of the written opinion of Varnum, Riddering, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP,
counsel to the Loan Parties, dated as of the date hereof, in form and substance
satisfactory to Lender;
|
| |
(e)
receipt of the certificate of incorporation of the Company, as amended,
certified by the Secretary of State of the Delaware, together with a copy of the
Company’s By-Laws, certified by the Company’s secretary to be true and
correct and in full force and effect;
|
| |
(f)
receipt of certified copies of all documents evidencing corporate action taken
by each Loan Party with respect to the consummation of the transactions
contemplated by this First Amendment, including but not limited to, resolutions
of the Board of Directors of each Loan Party authorizing the execution, delivery
and performance by such Loan Party of this First Amendment, the First Amendment
Senior Subordinated Notes, and the First Amendment Warrants;
|
| |
(g)
receipt of a certificate of each Loan Party, signed by its chief executive
officer or president, to the effect that: (i) all of the representations and
warranties of such party contained in this First Amendment are true and correct
as of the date hereof; (ii) such party has complied with and performed all of
the terms, covenants and agreements contained in the Senior Subordinated Loan
Documents which are to be complied with or performed by such party on or before
the date hereof; and (iii) no Event of Default or Potential Event of Default
(other than the Existing Defaults) has occurred and is continuing;
|
| |
(h)
receipt of the Third Amendment to Credit Agreement and any and all other
documents, agreements, certificates and instruments executed or delivered in
connection therewith, certified by the Loan Parties’ secretary to be true
and correct and in full force and effect (collectively, together with the Third
Amendment to Credit Agreement, the “Amended Senior Loan
Documents”) each in form and substance satisfactory to Lender in their
sole discretion; and
|
-15-
| |
(i)
receipt of the Preferred Stock Amendments and that certain Guaranty dated as of
April 17, 2001, from each of ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ to Senior Lenders in an
amount of up to $1,000,000 and any and all other documents, agreements,
certificates, each certified by the Loan Parties’ secretary to be true and
correct and in full force and effect, and each in form and substance
satisfactory to Lender in their sole discretion;
|
| |
(j)
receipt of the execution and delivery or obtainment of such other instruments,
documents, agreements, certificates, instruments, consents, waivers, opinions
and information as Lender may reasonably request.
|
The Company shall provide
the documents specified in (a) – (k) in a form reasonably acceptable to
Lender.
9. Representations and Warranties of the Loan Parties. As a further inducement for WBMCF to consent to the
transactions contemplated by this Agreement, the Loan Parties hereby represent and warrant to Lender that:
| |
(a)
The Loan Parties have the requisite power and authority to execute, deliver and
carry out this Agreement and the transactions contemplated hereby.
|
| |
(b)
The execution and delivery of this Agreement, the Amended Senior Loan Documents
and the consummation by the Loan Parties of the transactions contemplated hereby
or thereby has been duly authorized by all necessary action and other consents,
approvals and the like required on the part of the Loan Parties.
|
| |
(c)
Neither the execution and delivery by the Loan Parties of this First Amendment
or the Amended Senior Loan Documents nor the consummation of the transactions
contemplated hereby or thereby, nor compliance by the Loan Parties with the
terms, conditions and provisions hereof or thereof, shall (i) conflict with or
result in a breach of the terms, conditions or provisions of, (ii) constitute a
default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon its capital stock or assets pursuant to, (iv) give
any third party the right to accelerate any obligation under, (v) result in
a violation of or (vi) require any authorization, consent, approval, exemption
or other action by or notice to any court or administrative or governmental body
pursuant to the Certificate or Articles of Incorporation or by-laws of the Loan
Parties or any law, statute, rule or regulation to which the Loan Parties are
subject, or any agreement, instrument, order, judgment or decree to which the
Loan Parties are subject.
|
| |
(d)
This First Amendment and the Amended Senior Loan Documents have been duly and
validly executed and delivered by the Loan Parties and constitute legal, valid
and binding obligations, and all such obligations of the Loan Parties are
enforceable in accordance with their respective terms.
|
| |
(e)
Except for the Existing Defaults, no event has occurred and is continuing and no
condition exists which would constitute an Event of Default or Potential Event
of Default.
|
-16-
| |
(f)
Except for: (i) the representation and warranty set forth in the first sentence
of Section 4.4 of the Loan Agreement; (ii) the representations and
warranties with respect to the matters disclosed on revised Schedules 4.3, 4.10,
4.16 and 4.21 attached to this First Amendment; all representations and
warranties of the Loan Parties in the Loan Agreement remain true and correct as
of the date hereof as though originally made on and as of the date hereof and
will be true and correct after giving effect to the amendments set forth in
Section 5 hereof.
|
| |
(g)
Each Loan Party represents that: (a) it has no intention to file or acquiesce in
the filing of any bankruptcy or insolvency proceeding hereafter, absent
Lender’s approval of such proceeding; and (b) the period commencing on the
First Amendment Closing Date and ending on the Senior Termination Date is
sufficient for such Loan Party to accomplish the commitments it has undertaken
in this First Amendment.
|
| |
(h)
The Company represents and warrants that it is currently eligible to register
the resale of the Warrant Shares and all Registrable Securities by Holder on a
Registration Statement on Form S-3 under the Securities Act for the account of
Holder (and not for or on behalf of the Company).
|
10. Release and Indemnity.
| |
(a)
Each Loan Party does hereby release and forever discharge Lender and each
Affiliate thereof and each of their respective employees, officers, directors,
partners, trustees, agents, attorneys, successors, assigns or other
representatives from any and all claims, demands, damages, actions,
cross-actions, causes of action, costs and expenses (including legal expenses),
of any kind or nature whatsoever, whether based on law or equity, which any of
said parties has held, whether known or unknown, for or because of any matter or
thing done, omitted or suffered to be done on or before the actual date upon
which this First Amendment is signed by any of such parties (i) arising directly
or indirectly out of this First Amendment, or any other documents, instruments
or any other transactions relating thereto and/or (ii) relating directly or
indirectly to all transactions by and between each Loan Party and WMBCF or any
of its respective directors, partners, officers, agents, employees, attorneys or
other representatives.
|
| |
(b)
Each Loan Party shall and hereby does indemnify each Lender and each Affiliate
thereof and their respective directors, partners, officers, employees and agents
from, and hold each of them harmless against, any and all losses, liabilities,
claims or damages (including reasonable legal fees and expenses) to which any of
them may become subject, insofar as such losses, liabilities, claims or damages
arise out of or result from any actual or proposed use by any Loan Party of the
proceeds of any extension of credit under this First Amendment or any
investigation, litigation or other proceeding (including any threatened
investigation or proceeding) relating to the foregoing or any of the other
Senior Subordinated Loan Documents, and the Loan Parties shall reimburse each
Lender and each Affiliate thereof and their respective directors, partners,
officers, employees and agents, upon demand for any expenses (including legal
fees) reasonably incurred in connection with any such investigation or
proceeding; but excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence, bad faith or willful
misconduct of the Person to be indemnified or in connection with disputes
exclusively between Lenders.
|
-17-
| |
(c)
Without limiting any provision of this First Amendment, it is the express
intention of the parties hereto that each Person to be indemnified hereunder or
thereunder shall be indemnified and held harmless against any and all losses,
liabilities, claims or damages: (i) arising out of or resulting from the sole
ordinary or contributory negligence of such Person or (ii) imposed upon said
party under any theory of strict liability. Without prejudice to the survival of
any other obligations of the Loan Parties hereunder and under the other Senior
Subordinated Loan Documents, the obligations of the Loan Parties under this
Section 10 shall survive the termination of the Senior Subordinated Loan
Documents and the other Senior Subordinated Loan Documents and the payment of
the Obligations.
|
11. Board of
Directors. Without limiting the generality of WBMCF’s rights under
Section 12(c) of the Original Warrant, until further notice from WMBCF in
writing, the Company shall suspend its best efforts to ensure the recommendation
to the Shareholders of a representative designated by WBMCF for election to the
Board of Directors of the Company (it being understood that, upon such further
notice from WBMCF, the Company shall resume such efforts).
12. Miscellaneous.
| |
(a)
Further Assurances. The Loan Parties shall, from time to time at the
request of Lender, do all further acts and things as may in the opinion of
Lender be necessary or advisable to effectuate the transaction and other matters
contemplated hereby, including, without limitation, the modification of or
amendment to any other agreements, certificates or instruments to which the Loan
Parties are a party.
|
| |
(b)
Notices. All notices and other communications given to or made upon any
party hereto in connection with this Agreement shall be in accordance with
Section 8.6 of the Loan Agreement.
|
| |
(c)
Joint and Several Liability. Except as specifically set forth herein, the
liability of each Loan Party under this First Amendment and the other agreements
in general shall be joint and several, and each reference herein to the Loan
Parties shall be deemed to refer to each such Loan Party. In furtherance and not
in limitation of Lender’s rights and remedies hereunder or at law, Lender
may proceed under this Agreement and the other agreements against any one or
more of the Loan Parties in their absolute and sole discretion for any of the
obligations of the Loan Parties or any other liability or obligation of the Loan
Parties arising hereunder.
|
| |
(d)
Survival. All representations, warranties, covenants, indemnifications,
consents and agreements of the Loan Parties contained herein or made in writing
in connection herewith shall survive the execution and delivery of this First
Amendment, the making of the term loans hereunder and the issuance of the First
Amendment Senior Subordinated Notes and, except as set forth otherwise herein,
shall remain in effect through the date that all amounts due hereunder are paid
to Lender.
|
| |
(e)
Entire Agreement. This First Amendment and the instruments to be
delivered by the parties pursuant to the provisions hereof constitute the entire
agreement between the parties hereto with respect to the subject matter hereof.
The provisions of this First Amendment may be modified, amended or waived, but
only by a written instrument signed by the Loan Parties and Persons with at
least fifty percent (50%) interest in and rights under the Senior Subordinated
Note at the time such modifications, amendments or waivers are taken.
|
-18-
| |
(f)
Counterparts. This First Amendment may be executed in any number of
counterparts and by any party hereto on separate counterparts, each of which,
when so executed and delivered, shall be an original, but all such counterparts
shall together constitute one and the same instrument.
|
| |
(g)
Captions. Section captions used in this First Amendment are for convenience only, and shall not affect
the construction of this First Amendment.
|
| |
(h)
No Further Amendments. Except as specifically amended hereby, the terms and provisions of the Loan
Agreement shall remain in full force and effect.
|
[Remainder of this page intentionally left blank]
-19-
IN
WITNESS WHEREOF, the parties hereto have caused this Waiver, Consent and First
Amendment to Senior Subordinated Loan Documents to be executed and delivered by
their duly authorized officers as of the day and year first above written.
| |
▇▇▇▇▇▇▇ ▇▇▇▇▇ MEZZANINE CAPITAL FUND III, L.P.
|
| |
By: |
▇▇▇▇▇▇▇ ▇▇▇▇▇ Mezzanine Capital Partners III, L.L.C., its
general partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title: Managing Director
|
-20-
COUNTERPART SIGNATURE PAGE
WAIVER, CONSENT AND FIRST AMENDMENT TO SENIOR SUBORDINATED LOAN DOCUMENTS
| |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Living Trust dated 3/1/94
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name:
Title: Trustee
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
-21-
COUNTERPART SIGNATURE
PAGE
WAIVER, CONSENT AND FIRST AMENDMENT TO SENIOR SUBORDINATED LOAN DOCUMENTS
| |
CLARION TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer
CLARION PLASTICS TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer
CLARION REAL ESTATE, LLC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer
DOUBLE "J" MOLDING, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer
CLARION-DRAKE ACQUISITION, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer |
-22-
| |
MITO PLASTICS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer
WAMAR PRODUCTS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer
WAMAR TOOL & MACHINE CO.
By: /s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, Acting Chief Financial Officer |
-23-