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EXHIBIT 10(p)
SEVENTH AMENDMENT TO
CREDIT AGREEMENT
THIS SEVENTH AMENDMENT ("Amendment") dated as of September 29, 2000, by
and among the borrowers listed on Schedule 1 (collectively "Companies") and
Comerica Bank, a Michigan banking corporation ("Bank").
RECITALS:
A. Companies and Bank entered into a Credit Agreement dated as of
June 13, 1996, which was amended by six amendments (as amended, "Agreement").
B. Companies and Bank desire to amend the Agreement as hereinafter
set forth.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Lending Availability" set forth in Section 1
of the Agreement is amended to read in its entirety as follows:
"`Lending Availability' shall mean as of any date of determination
thereof, the sum of (a) eighty five percent (85%) of Eligible
Accounts plus (b) thirty five percent (35%) of Eligible
Inventory; provided, however, in no event shall the amount of
Lending Availability determined under this clause (b) exceed Four
Million Dollars ($4,000,000)."
2. Section 2.A.2 of the Agreement is amended to read in its entirety
as follows:
"(a) From the date of execution of this Agreement to the Revolving
Credit Maturity Date, the Companies shall pay to the Bank a
Revolving Credit Commitment Fee monthly in arrears commencing
June 1, 1996, and within three Business Days after the last day
of each month thereafter. The Revolving Credit Commitment Fee
shall be an amount equal to the average daily balance of the
unborrowed portion of the Revolving Credit Commitment for the
monthly period then ending, minus the average daily face amount
of any outstanding Letters of Credit during such period,
multiplied by one half of one percent (1/2%). The Revolving
Credit Commitment Fee shall be computed on the basis of a year of
three hundred sixty (360) days and assessed for the actual number
of days elapsed. Upon request of Companies, Bank shall provide to
Companies the detail of Bank's computation of the Revolving
Credit Commitment Fee. Whenever any payment of the Revolving
Credit Commitment Fee shall be due
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on a day which is not a Business Day, the date for payment
thereof shall be extended to the next Business Day;
3. The first three sentences of Section 4.1 of the Agreement are
amended to read in their entirety as follows:
"The Revolving Credit Notes and the Advances under Section 2
hereof shall bear interest from the date thereof on the unpaid
principal balance thereof from time to time outstanding, at a rate per
annum equal to one quarter of one percent (1/4%) plus the Prime Rate.
Interest shall be payable monthly on the first Business Day of each
calendar month, commencing on the first Business Day of the calendar
month during which such Advance is made, and at maturity.
Notwithstanding the foregoing, from and after the occurrence of any
Event of Default and during the continuation thereof, the Advances
shall bear interest, payable on demand, at a rate per annum equal to
three and three quarters percent (3-1/4%) above the Prime Rate."
4. Companies hereby represent and warrant that, after giving effect
to the amendments contained herein, (a) execution, delivery and performance of
this Amendment and any other documents and instruments required under this
Amendment or the Agreement are within each Company's corporate powers, have been
duly authorized, are not in contravention of law or the terms of any Company's
Articles of Incorporation or Bylaws, and do not require the consent or approval
of any governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Agreement, will
be valid and binding in accordance with their terms; (b) the continuing
representations and warranties of each Company set forth in Sections 7.1 through
7.15 of the Agreement are true and correct on and as of the date hereof with the
same force and effect as made on and as of the date hereof; (c) the continuing
representations and warranties of each Company set forth in Section 7.16 of the
Agreement are true and correct as of the date hereof with respect to the most
recent financial statements furnished to the Bank by Companies in accordance
with Section 10.1 of the Agreement; and (d) no Event of Default (as defined in
the Agreement) or condition or event which, with the giving of notice or the
running of time, or both, would constitute an Event of Default under the
Agreement, has occurred and is continuing as of the date hereof.
5. Except as expressly provided herein, all of the terms and
conditions of the Agreement remain unchanged and in full force and effect.
6. This Amendment shall be effective upon the sale of the assets of
Seibert-Oxidermo as consented to by Bank.
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IN WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK DETREX CORPORATION
By: By:
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Gerald J. Israel
Its: Assistant Vice President Its: Vice President-Finance and
Chief Financial Officer
THE ELCO CORPORATION
By:
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Gerald J. Israel
Its: Treasurer
HARVEL PLASTICS, INC.
By:
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Gerald J. Israel
Its: Director
SEIBERT-OXIDERMO, INC.
By:
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Gerald J. Israel
Its: Treasurer
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SCHEDULE 1
Detrex Corporation
The Elco Corporation
Harvel Plastics, Inc.
Seibert-Oxidermo, Inc.
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