SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(Amendment No. 1)
KLEINERT'S, INC.
---------------------------------------
(Name of Issuer)
KLEINERT'S, INC.
---------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class of Securities)
498552 10 8
---------------------------------------
(CUSIP Number of Class of Securities)
Mr. Gerald E. Monigle
Vice President - Finance
Kleinert's, Inc.
120 West Germantown Pike - Suite 100
Plymouth Meeting, PA 19462
610-828-7261
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of Person(s) Filing Statement)
Copy to:
Steven N. Haas, Esquire
Cozen and O'Connor
1900 Market Street
Philadelphia, PA 19103
(215) 665-2000
April 15, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
--------------
<PAGE>
Item 1. Security and Issuer.
(a) The name of the issuer is Kleinert's, Inc., a Pennsylvania corporation
(the "Company"), which has its principal executive offices at 120 West
Germantown Pike, Suite 100, Plymouth Meeting, Pennsylvania 19462 (telephone
number 610-828-7261).
(b) This Schedule relates to the offer by the Company to purchase from each
record holder of its Common Stock, par value $1.00 per share ("Common Stock" or
"Shares"), and from each beneficial holder of Shares who holds such Shares in
"street name" through a broker, dealer, commercial bank, trust company or other
nominee (individually, a "Record Holder" and collectively, "Record Holders"), up
to 1,000 Shares owned by such Record Holder (the "Maximum Tender Amount"), for
$18.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 15, 1997 (the "Offer
to Purchase") and related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively. Reference is hereby made to
the information set forth in the Offer to Purchase under the captions
"Introduction," "Special Factors - Potential Conflicts of Interest," "The Offer
- - Number of Shares; Extension of Offer" and "The Offer - Transactions and
Arrangements Concerning the Shares," which information is incorporated herein by
reference.
At the expiration of the offering period at 12:00 midnight, Philadelphia
time, on Friday, May 30, 1997, an aggregate of 290,004 Shares, including 175,000
Shares issued upon the exercise of certain outstanding stock options of the
Company, had been validly tendered and not withdrawn. Pursuant to the terms of
the Offer, the Company accepted for purchase and purchased all such tendered
Shares.
(c) The Shares have been deregistered under the Securities Exchange Act of
1934 (the "Exchange Act") and have been delisted from the Nasdaq Stock Market
National Market ("NNM"). There are now 178 record holders of the Company's
Common Stock and 3,577,831 Shares outstanding. Reference is hereby made to the
information set forth in the Offer to Purchase under the caption "The Offer -
Price Range of Shares; Dividend Policy," which information is incorporated
herein by reference.
(d) Not applicable.
Item 2. Source and Amount of Funds or Other Consideration.
(a) - (b) An aggregate of $5,220,072 was paid for the Shares purchased
pursuant to the Offer. The Company has entered into an amendment to its existing
Line of Credit and Term Loan Agreement with CoreStates Bank, N.A. pursuant to
which the Company has borrowed an additional $6,000,000 under an unsecured line
of credit facility principally to finance the purchase of the Shares in the
Offer. The line of credit facility is convertible, at the option of the Company
prior to July 15, 1997, into a term loan which matures in December 2004.
Principal under the loan is payable in equal quarter-annual installments
commencing September 1, 1997, and interest is payable at rates and at times
determined by reference to LIBOR. Reference is hereby made to the information
set forth in the Offer to Purchase under the captions "The Offer - Source and
Amount of Funds," and "The Offer - Fees and Expenses," which information is
incorporated herein by reference.
Item 3. Purpose of Tender Offer and Plans or Proposals of the Issuer or
Affiliate.
(a) - (j) The purpose of the Offer is to enable shareholders of the Company
to sell their Shares at a fair price and without the usual transaction costs
associated with market sales, before the Shares are delisted from the NNM and
deregistered under the Exchange Act. Reference is hereby made to the information
set forth in the Offer to Purchase on the front cover page thereof and under the
captions "Introduction," "Special Factors - Background of the Offer," "Special
Factors - Purpose of the Offer," "Special Factors - Certain Effects of the
Offer" and "The Offer - Effects of the Offer on the Market for Shares;
Registration under the Exchange Act," which information is incorporated herein
by reference.
<PAGE>
Item 4. Interest in Securities of the Issuer.
Reference is hereby made to the information set forth in the Offer to
Purchase under the captions "Introduction," "Special Factors - Background of the
Offer," "Special Factors - Potential Conflicts of Interest" and "The Offer -
Transactions and Arrangements Concerning the Shares," which information is
incorporated herein by reference.
Item 5. Contracts, Arrangements, Understandings or Relationships With Respect to
the Issuer's Securities.
Reference is hereby made to the information set forth in the Offer to
Purchase under the captions "Special Factors - Background of the Offer" and "The
Offer - Transactions and Arrangements Concerning the Shares," which information
is incorporated herein by reference.
Item 6. Persons Retained, Employed or to be Compensated.
No person has been retained to make solicitations or recommendations with
respect to the Offer. Reference is hereby made to the information set forth in
the Offer to Purchase under the caption "The Offer - Fees and Expenses," which
information is incorporated herein by reference.
Item 7. Financial Information.
(a) - (b) Reference is hereby made to the summary historical financial
information set forth in the Offer to Purchase under the caption "The Offer -
Certain Information Concerning the Company," and to the information set forth in
the Company's Annual Report on Form 10-K for the fiscal year ended November 30,
1996, and the Quarterly Report on Form 10-Q for the fiscal quarter ended March
1, 1997 which are attached to the Offer to Purchase as Annex B and Annex C,
respectively, which information is incorporated herein by reference.
Item 8. Additional Information.
(a) - (b) Not applicable.
(c) Reference is hereby made to the information set forth in the Offer to
Purchase under the caption "Special Factors - Purpose of the Offer" and "Special
Factors Certain Effect of the Offer," which information is incorporated herein
by reference.
(d) Not applicable.
(e) Reference is hereby made to the information set forth in the Offer to
Purchase and Letter of Transmittal, which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, and incorporated herein by reference.
<PAGE>
Item 9. Material to be Filed as Exhibits.
(a)(1) Offer to Purchase dated April 15, 1997.*
(a)(2) Letter of Transmittal dated April 15, 1997.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees dated April 15, 1997.*
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Letter to Shareholders of the Company.*
(a)(7) Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number.
(a)(8) Press Release dated June 13, 1997.
(a)(9) Fifth Amendment to Line of Credit and Term Loan
Agreement dated June 11, 1997.
(a)(10) New Line of Credit Note dated June 11, 1997.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
- ----------
* Previously filed
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
KLEINERT'S, INC.
Dated: June 13, 1997
By: /s/ Gerald E. Monigle
------------------------------
Name: Gerald E. Monigle
Title: Vice President - Finance
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
99(a)(8) Press Release dated June 13, 1997.
99(a)(9) Fifth Amendment to Line of Credit
and Term Loan Agreement dated June 11, 1997.
99(a)(10) New Line of Credit Note dated June 11, 1997.
KLEINERT'S ANNOUNCES RESULTS OF TENDER OFFER
FILES WITH SEC AND NASDAQ TO GO PRIVATE
For Immediate Release:
June 13, 1997 - (Plymouth Meeting, PA): Kleinert's, Inc. announced today that
its Offer to Purchase shares of its Common Stock expired by its terms on May 30,
1997, and that the Company had accepted for purchase all 290,004 shares tendered
in the Offer, at the purchase price of $18.00 per share. Following the Offer,
the Company had approximately 178 record holders of its Common Stock.
The Company also announced that effective today its Common Stock had been
deregistered under the Securities Exchange Act of 1934, as amended, and that the
Company had notified The Nasdaq Stock Market to delist its Common Stock from the
Nasdaq National Market. Consequently, Kleinert's is no longer a publicly traded
company.
For further information, contact Joseph J. Connors, Executive Vice
President, at 610-828-7261.
<PAGE>
FIFTH AMENDMENT TO LINE OF CREDIT AND TERM LOAN AGREEMENT
This Fifth Amendment to Line of Credit and Term Loan Agreement ("Fifth
Amendment" or "Amendment") is made this 11th day of June, 1997, by and among
KLEINERT'S, INC. OF ALABAMA, an Alabama corporation ("Kleinert's Alabama"),
KLEINERT'S, INC. OF FLORIDA, a Florida corporation ("Kleinert's Florida")
(Kleinert's Alabama and Kleinert's Florida are sometimes herein together called
"Borrower"), and CORESTATES BANK, N.A., a national banking association ("Bank").
BACKGROUND
Kleinert's Alabama and Bank have entered into various agreements,
documents and instruments, including, without limitation, a Line of Credit and
Term Loan Agreement dated April 8, 1993, an Amendment to Line of Credit and Term
Loan Agreement dated December 10, 1993, a Second Amendment to Line of Credit and
Term Loan Agreement dated November 10, 1994, and a Third Amendment to Line of
Credit and Term Loan Agreement dated December 11, 1995, and a Fourth Amendment
to Line of Credit and Term Loan Agreement dated February 28, 1996 under which
Fourth Amendment Kleinert's Florida agreed to become jointly and severally
liable with Kleinert's Alabama to the Bank under and with respect to the
Agreement, and various other documents providing for loans from Bank to Borrower
(all of which agreements, documents and instruments are hereinafter collectively
called the "Agreement"), with such loans being evidenced by a Third Amended and
Restated Term Loan Note dated February 28, 1996 (the "Note"). Kleinert's
Alabama, Kleinert's Florida and Bank desire to amend the Agreement, it being the
intention of the parties that this Fifth Amendment set forth such amendments, to
provide, among other things, for the establishment of a new line of credit
facility, to be evidenced by a New Line of Credit Note, and a new term loan
facility, to be evidenced by a New Term Loan Note, and each of which shall be
subject to the terms and conditions set forth in the Agreement as amended by
this Fifth Amendment.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Amendment to Agreement; Definition of Terms. This Fifth Amendment is
intended to amend the Agreement and the Agreement shall be so amended from and
after the date hereof. This Amendment does not constitute an extinguishment of
any debt evidenced by the Note nor does it affect or impair any Collateral which
may hereafter be held by Bank to secure payment by Kleinert's Alabama or
Kleinert's Florida of liabilities to Bank under the Agreement or the Note. All
terms used herein as
<PAGE>
defined terms shall have the same meanings ascribed to them in the Agreement,
unless herein provided to the contrary.
2. Amendment to Agreement.
"(a) A new Section 2.07B is added to the Agreement to read in its
entirety as follows:
SECTION 2.07B.1. Line of Credit. The Bank agrees on the terms and
conditions hereinafter set forth to make available to the Borrower a line of
credit in the amount of Six Million Dollars ($6,000,000) (the "New Line") for
Advances by the Borrower in connection the acquisition by Kleinert's, Inc., a
Pennsylvania corporation (Kleinert's, Inc."), of shares of its capital stock
from time to time in connection with its issuer tender offer under Section 13e-3
under the Securities Exchange Act of 1934, as amended (the "Issue Tender Offer")
and thereafter up to and including July 15, 1997; provided, however, that no
Advances under the New Line may be made by the Borrower after July 15, 1997 and
the Borrower shall not request and the Bank shall not be required to grant, any
extension of credit under the New Line that would cause the total of outstanding
Advances at any time to exceed Six Million Dollars ($6,000,000).
SECTION 2.07B.2 New Line of Credit Note. Concurrently with the
execution of this Fifth Amendment, the Borrower shall execute and deliver to the
Bank a note in the form attached hereto as Exhibit "A" (the "New Line of Credit
Note") as evidence of Advances under the New Line. The provisions of the New
Line of Credit Note are incorporated herein. The total amount of the Advances
and of each payment of principal, if any, and interest received by the Bank on
account of the New Line shall be evidenced by the Bank's records, which shall,
in the absence of manifest error, be conclusive as to the outstanding balance
under the New Line and interest thereon. Any principal amount of any Advance
under the New Line repaid by the Borrower to the Bank shall not again be subject
to any subsequent Advance, it being the intention of the Borrower and the Bank
that the New Line shall not be a revolving credit facility.
SECTION 2.07B.3 Notice and Manner of Borrowing. The Borrower shall
give the Bank written or telecopier notice (effective upon receipt) of an
Advance under this Section 2.07B on the date of the Advance. Not later than
12:00 p.m Philadelphia time on the date of such request for an Advance and upon
fulfillment of any applicable conditions, the Bank will make such Advance
available to the Borrower in immediately available funds by crediting the amount
thereof on the Borrower's account with the Bank.
-2-
<PAGE>
SECTION 2.07B.4 Mandatory and Optional Prepayments. If at any time
the aggregate unpaid principal balance of all Advances under the New Line
exceeds $6,000,000, the Borrower shall immediately prepay such portion of the
principal amount outstanding in an amount sufficient to reduce the aggregate
unpaid principal balance to an amount which is not greater than $6,000,000.
Subject to Section 2.06A.2, the Borrower at its option, upon at least one (1)
Business Day's notice to the Bank, prepay the New Line of Credit Note in whole
or in part with accrued interest to the date of such prepayment on the amount
prepaid.
SECTION 2.07B.5 Termination of New Line; Conversion to New Term
Loan. The New Line shall terminate on July 15, 1997, and the Borrower shall not
request and the Bank shall not be required to grant, any extension of credit
under the New Line after July 15, 1997. So long as no Event of Default has
occurred and is continuing, on July 15, 1997, without any further action on the
part of the Bank and the Borrower, the New Line shall be automatically converted
into and become, and the Bank shall be deemed to have extended to the Borrower,
a term loan (the "New Term Loan") in the principal amount equal to the unpaid
principal amount outstanding on the New Line at July 15, 1997, to be repaid as
provided in the New Term Loan Note.
SECTION 2.07B.6 Substitution of New Term Loan Note for New Credit
Line Note. On July 15, 1997, the Borrower shall execute and deliver to the Bank
a note in the form attached hereto as Exhibit "B" (the "New Term Loan Note") as
evidence of Term Loan. The New Term Loan Note shall be issued in substitution of
the New Line of Credit Note, and from and after July 15, 1997, the payment of
the unpaid principal amount outstanding under the New Line shall be governed by
the terms of the New Term Loan Note; provided, however, that the substitution of
the New Term Loan Note for the New Line of Credit Note as aforesaid shall not be
intended to repay the New Line of Credit Note or constitute an extinguishment of
any debt evidenced by the New Line of Credit Note. The provisions of the New
Term Loan Note are incorporated herein by reference.
SECTION 2.07B.7. Interest on the New Line of Credit Note and the New
Term Loan Note.
(a) Commencing on the date of the first Advance under the New
Line, the Advance shall be a Prime-Based Advance. Immediately thereafter,
Borrower may elect from time to time to convert all or a portion of the
principal amount outstanding under the New Line and New Term Loan into
Prime-Based Advances or LIBOR-Based Rate Advances; provided, however, that (i)
no more than four (4) portions (tranches) of principal of
-3-
<PAGE>
LIBOR-Based Rate Advances may be outstanding at any one time; (ii) if Borrower
fails to elect to convert a LIBOR-Based Rate Advance prior to the end of the
Interest Period applicable to such LIBOR-Based Rate Advance, such LIBOR-Based
Rate Advance shall be automatically converted into a Prime-Based Advance; and
(iii) no Interest Period for any LIBOR-Based Rate Advance may end beyond the
Maturity Date of the New Term Loan Note.
(b) The Borrower shall give the Bank notice of its election to
convert any principal portion of the New Line or New Term Loan into a
Prime-Based Rate Advance or LIBOR-Based Rate Advance no later than 12:00 noon
(Philadelphia, Pennsylvania time) on the date which is one Business Day prior to
the date on which any selection is to become effective stating (i) the Advance
or Advances selected; (ii) the principal amount of each Advance and (iii) the
Interest Period of each LIBOR Based-Rate Advance.
(c) Interest on the unpaid principal amount under the New Line
shall commence to accrue on the date of the first Advance and shall be due and
payable on July 15, 1997; provided, however, that interest on any LIBOR-Based
Rate Advance shall be due and payable at the end of the Interest Period
applicable to such LIBOR-Based Rate Advance, but if the applicable Interest
Period expires after July 15, 1997, then on July 15, 1997.
(d) Interest on the New Term Loan shall be due and payable on a
quarter annual basis commencing September 1, 1997; provided, however, that
interest on any LIBOR-Based Rate Advance shall be due and payable at the end of
the Interest Period applicable to such LIBOR-Based Rate Advance, and if the
applicable Interest Period is greater than ninety (90) days, then on the day
which is ninety days after the first day of such Interest Period.
(e) The provisions of Section 2.06A.2, as amended by this Fifth
Amendment, shall apply to LIBOR-Based Rate Advances under the New Line and the
New Term Loan."
(b) Section 2.06A.2 of the Agreement shall be amended (i) by adding the
phrase "or Section 2.07B.7" after the term "Section 2.06A.1 in subsection
2.06A.2(a)(i) thereof, and (ii) by adding the phrase "or the New Line or the New
Term Loan" after the words "Term Loan" wherever used therein.
3. Representations, Warranties and Covenants. All representations,
warranties and covenants of Borrower contained in the Agreement are hereby
ratified and confirmed without
-4-
<PAGE>
condition as if made anew upon the execution of this Fifth Amendment and are
hereby incorporated by reference.
4. Certification of No Default. Borrower hereby represents and warrants
to Bank that, as to the date of the execution of the Fifth Amendment, no Event
of Default under the Agreement and no event, which with the giving of notice or
passage of time, or both, could become such an Event of Default has occurred.
5. Reaffirmation of Guaranty. Kleinert's, Inc. has executed and
delivered to Bank its Guaranty, dated February 28, 1996, guarantying the payment
and performance of the liabilities of Borrower to Bank. Kleinert's, Inc. hereby
acknowledges that Borrower's liabilities to Bank, as defined in said Guaranty,
shall mean and include all liabilities of Borrower to Bank under the Agreement
and Fifth Amendment and the New Line of Credit Note and New Term Loan Note
delivered in connection herewith.
6. Miscellaneous. Except as modified by the terms hereof, all terms,
provisions, and conditions of the Agreement are hereby ratified and confirmed
without condition, shall continue in full force and effect, and are hereby
incorporated herein by reference. This Fifth Amendment and the Agreement shall
be deemed as complementing one another and not restricting Bank's rights
hereunder or thereunder. If there is any conflict or discrepancy between the
provisions of this Fifth Amendment and those of the Agreement, the terms and
provisions of this Fifth Amendment shall control and prevail.
7. Effectiveness of Amendment. Anything to the contrary contained in
this Fifth Amendment notwithstanding, the provisions hereof shall not be
effective until this Fifth Amendment is: (a) duly executed, sealed and delivered
by authorized officers of Borrower to Bank's office in Philadelphia,
Pennsylvania; and (b) duly signed by an authorized officer of Bank.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment
to be executed and delivered by the proper and duly authorized officers as of
the day and year first written above.
KLEINERT'S, INC. OF ALABAMA
By: /s/ Gerald E. Monigle
---------------------------
Title: Vice President-Finance
KLEINERT'S INC. OF FLORIDA
By: /s/ Gerald E. Monigle
---------------------------
Title: Vice President-Finance
CORESTATES BANK, N.A.
By: /s/ Karl F. Schultz
---------------------------
Karl F. Schultz
Vice President
Guarantor Acknowledgement: (affix corporate seal)
KLEINERT'S, INC.
By: /s/ Gerald E. Monigle
---------------------------
Title: Vice President-Finance
-6-
<PAGE>
NEW LINE OF CREDIT NOTE
$6,000,000.00 June 11, 1997
FOR VALUE RECEIVED, the undersigned, KLEINERT'S, INC. OF ALABAMA, an
Alabama corporation, and KLEINERT'S, INC. OF FLORIDA, a Florida corporation,
(together, the "Borrower"), HEREBY JOINTLY AND SEVERALLY PROMISE TO PAY to the
order of CORESTATES BANK, N.A., at its office located at Broad and Chestnut
Streets, Philadelphia, Pennsylvania, 19107, the principal amount, in lawful
money of the United States and in immediately available funds, of SIX MILLION
DOLLARS ($6,000,000) or the aggregate unpaid principal amount of advances
("Advances") made to the Borrower by the Bank pursuant to the Agreement (as
hereinafter defined), whichever is less, together with interest from the date of
this New Line of Credit Note at the rates per annum as provided in the
Agreement, on July 15, 1997; provided, however, that the unpaid principal amount
hereof on July 15, 1997 shall be converted into and become the New Term Loan
Note in accordance with the terms and subject to the conditions set forth in the
Agreement. Subject to Section 2.09 of the Agreement, any amount of principal
hereof which is not paid when due, whether at stated maturity, by acceleration,
or otherwise, and, to the extent permitted by law, any overdue interest, shall
bear interest from the date when due until said principal amount is paid in
full, payable on demand, at a rate per annum equal at all times to two percent
(2%) above the rate which would otherwise be applicable.
The amount of all Advances made to the Borrower and all payments of
principal and interest in respect of such Advances shall be evidenced by the
Bank's records, which shall, in the absence of manifest error, be conclusive as
to the outstanding principal amount of all Advances and interest thereon.
This New Line of Credit Note is the New Line of Credit Note referred to
in, and is entitled to the benefits of, the Line of Credit and Term Loan
Agreement, dated as of April 8, 1993, as amended by the First Amendment to Line
of Credit and Term Note Agreement, dated December 10, 1993, by the Second
Amendment to Line of Credit and Term Loan Agreement, dated November 10, 1994, by
the Third Amendment to Line of Credit and Term Loan Agreement dated December 11,
1995, by the Fourth Amendment to Line of Credit and Term Loan Agreement dated
February 28, 1996, and by the Fifth Amendment to Line of Credit and Term Loan
Agreement dated June 11, 1997, between the Borrower and the Bank (said Line of
Credit and Term Loan Agreement, as it may be hereafter amended, renewed or
extended, the "Agreement"). This Agreement, among other things, contains
provisions for acceleration of the maturity of this New Line of Credit Note upon
the happening of certain stated events and also for the prepayments on account
of principal hereof prior to the maturity of this New Line of Credit Note upon
the terms and conditions specified in the Agreement.
<PAGE>
Upon Default hereunder the Borrower hereby irrevocably authorizes and
empowers the prothonotary or clerk or any attorney of any court of record to
appear for and confess judgment against the Borrower for the amount due hereon
(or, if such an attorney so elects, for the amount which may be due hereon as
evidenced by an affidavit signed by an officer of the Bank setting forth the
amount then due), including accrued interest, plus reasonable attorneys' fees
and costs, with cost of suit and release of error. If a copy hereof, verified by
an affidavit, shall have been filed in said proceeding, it shall not be
necessary to file the original as a warrant of attorney. The Borrower waives the
right to any stay of execution and the benefit of all exemption laws now or
hereafter in effect. No single exercise of the foregoing warrant and power to
confess judgment shall be deemed to exhaust the power, whether or not any such
exercise shall be held by any court to be invalid, voidable, or void, but the
power shall continue undiminished and may be exercised from time to time as
often as the holder hereof shall elect, until all sums payable or that may
become payable by the Borrower have been paid in full. There shall be excluded
from the lien of any judgment obtained solely pursuant to this paragraph (a) all
improved real estate in any area identified by the Federal Emergency Management
Agency as having special flood hazards if the community in which such areas
located is participating in the National Flood Insurance Program and (b) any
residential real property as that term is defined in the Pennsylvania statute
codified at 41 P.S. Section 101. Any such exclusion shall not effect any lien
upon property not so excluded.
This New Line of Credit Note shall be governed by the laws of the
Commonwealth of Pennsylvania.
KLEINERT'S, INC OF ALABAMA KLEINERT'S, INC. OF FLORIDA
By: /s/ Gerald E. Monigle By: /s/ Gerald E. Monigle
--------------------------- ---------------------------
Title: Vice President-Finance Title: Vice President-Finance
-2-
<PAGE>
