SEVENTH AMENDMENT TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT (this "Amendment") is entered into as of May 30, 2000,
between National-Standard Company, an Indiana corporation, (the "Borrower"), and
Foothill Capital Corporation, a California corporation ("Lender").
WHEREAS, Borrower and Lender are parties to an Amended and
Restated Loan and Security Agreement dated as of September 17, 1997 (as amended
from time to time, and as amended hereby, the "Loan Agreement"); and
WHEREAS, Borrower has requested that Lender amend the Loan
Agreement, and Lender has agreed to do so subject to the terms and conditions
contained herein.
NOW THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings ascribed to such terms in the Loan
Agreement.
2. Amendment to Loan Agreement. Section 1.1 of the Loan
Agreement ("Definitions and Construction") is hereby amended by deleting
subsection (a) of the definition of "Eligible Domestic Accounts" in its entirety
and replacing it with the following:
(a) Accounts that the Account Debtor has failed to pay
within ninety (90) days of invoice date or Accounts
with selling terms of more than forty-five (45) days
(or Accounts owing by TRW, Inc. with selling terms of
more than sixty (60) days);
3. Ratification. This Amendment shall constitute an amendment
to the Loan Agreement and all of the Loan Documents as appropriate to express
the agreements contained herein. In all other respects, the Loan Agreement and
the Loan Documents shall remain unchanged and in full force and effect in
accordance with their original terms.
4. Miscellaneous.
(a) Warranties and Absence of Defaults. In order to induce
Lender to enter into this Amendment, Borrower hereby warrants to Lender, as of
the date hereof, that:
(i) The warranties of Borrower contained in the Loan
Agreement, as herein amended, are true and correct as of the date
hereof as if made on the date hereof.
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(ii) No Event of Default or event which, with giving of notice
or the passage of time, or both would become an Event of Default,
exists as of the date hereof.
(b) Expenses. Borrower agrees to pay on demand all costs and
expenses of Lender (including the reasonable fees and expenses of outside
counsel for Lender) in connection with the preparation, negotiation, execution,
delivery and administration of this Amendment and all other instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. In addition, Borrower agrees to pay, and save Lender
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Amendment or the Loan
Agreement, as amended hereby, and the execution and delivery of any instruments
or documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided in this Section 4 (b) shall
survive any termination of this Amendment and the Loan Agreement as amended
hereby.
(c) Governing Law. This Amendment shall be a contract made
under and governed by the internal laws of the State of Illinois.
(d) Counterparts. This Amendment may be executed in any number
of counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment.
(e) Reference to Loan Agreement. On and after the
effectiveness of the amendment to the Loan Agreement accomplished hereby, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import, and each reference to the Loan Agreement in
any Loan Documents, or other agreements, documents or other instruments executed
and delivered pursuant to the Loan Agreement, shall mean and be a reference to
the Loan Agreement, as amended by this Amendment.
(f) Successors. This Amendment shall be binding upon Borrower,
Lender and their respective successors and assigns, and shall inure to the
benefit of Borrower, Lender and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
and delivered as of the date first above written.
NATIONAL-STANDARD COMPANY,
an Indiana corporation
By__________________________________
Title_______________________________
FOOTHILL CAPITAL CORPORATION,
a California corporation
By__________________________________
Title_______________________________
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Acknowledged and consented to as of the date first written above:
COMERICA BANK
By____________________________________________________________
Title_________________________________________________________
THE CIT GROUP/CREDIT FINANCE, INC.
By____________________________________________________________
Title_________________________________________________________
CONGRESS FINANCIAL CORPORATION (CENTRAL)
By____________________________________________________________
Title_________________________________________________________
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