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EXHIBIT 4.12
SEVENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
CONSOLIDATED PRODUCTS, INC., an Indiana corporation (the "Company") and
BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national banking association (the
"Bank") agree as follows:
1. CONTEXT. This agreement is made in the context of the following agreed
statement of facts:
a. The Company and the Bank are parties to an Amended and Restated Credit
Agreement dated December 30, 1994, as amended from time to time to the
date hereof (collectively, the "Agreement").
b. The Company has requested that the Bank provide a facility for standby
letters of credit as needed by the Company from time to time, and the
Bank has agreed to such request subject to certain terms and
conditions.
c. The parties have executed this document (this "Seventh Amendment") to
give effect to their agreement.
2. DEFINITIONS. Terms used in this Seventh Amendment with their initial
letters capitalized are used as defined in the Agreement, unless otherwise
defined herein. Section 1 of the Agreement is amended to add the following new
definitions:
- "LETTER OF CREDIT" is used as defined in Section 2.a(vi).
- "REIMBURSEMENT AGREEMENT" is used as defined in Section
2.a(vi).
- "SEVENTH AMENDMENT" means the written amendment to this
Agreement entitle "Seventh Amendment to Amended and Restated
Credit Agreement" and dated effective as of May 31, 2000.
3. THE REVOLVING LOAN. Section 2.a of the Agreement is herby amended to
add a new subsection(vi) to read its entirety as follows:
(vi) STANDBY LETTERS OF CREDIT. At any time that the company is
entitled to an Advance under the Revolving Loan, the Bank shall,
upon the application of the Company, issue for the account of the
Company, a standby letter of credit (a "Letter of Credit") in an
amount not in excess of the maximum Advance that the Company would
then be entitled to obtain under the Revolving Loan, provided that
(A) the total amount of Letters of Credit which are outstanding at
any time shall not exceed $500,000, (B) the issuance of any Letter
of Credit with a maturity date beyond the Revolving Loan Maturity
Date shall be entirely at the discretion of the Bank, (C) the form
of the requested Letter of Credit shall be satisfactory to the
Bank in the reasonable exercise of the Bank's discretion, and (D)
the Company shall have executed an application and reimbursement
for the Letter of Credit (a "Reimbursement Agreement") in the
Bank's standard form. While any Letter of Credit is outstanding,
the maximum amount of Advances which may be outstanding under the
Revolving Loan shall be reduced by the maximum amount available to
be drawn under the Letter of Credit. The Company shall pay the
Bank a commission for each Letter of Credit issued calculated at
the rate of 0.75 percent (0.75%) per annum of the maximum amount
available to be drawn
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under the Letter of Credit. Such commission shall be calculated on
the basis of a 360 day year and the actual number of days in the
period during which the Letter of Credit will be outstanding. The
Company shall pay the Bank's standard transaction fees with
respect to any transactions occurring on account of any Letter of
Credit. Commissions shall be payable when the related Letters of
Credit are issued and transaction fees shall be payable upon
completion of the transaction as to which they are charged. All
such commissions and fees may be debited by the Bank to any
deposit account of the Company carried with the Bank without
further authority, in any event, shall be paid by the Company with
in tne (10) days following billing.
4. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness of
this Seventh Amendment, the Bank shall have received, each duly executed and in
form and substance satisfactory to the Bank, this Sixth Amendment and the
following:
a. A certified copy of resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Seventh
Amendment and any other document required under this Seventh Amendment.
b. A certificate signed by the Secretary of the Company certifying the
name of the officer or officers authorized to sign this Seventh
Amendment and any other document required under this Seventh Amendment,
together with a sample of the true signature of each such officer.
d. Such other documents as may be reasonably required by the Bank.
5. REPRESENTATION AND WARRANTIES. To induce the Bank to enter into this
Seventh Amendment, the Company represents and warrants, as of the date of this
Seventh Amendment, that no Event of Default or Unmatured Event of Default has
occurred and is continuing and that the representations and warranties contained
in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements of
the Agreement.
6. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Seventh
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect.
IN WITNESS WHEREOF, the Company and the Bank, by their duly authorized
officers, have executed this Seventh Amendment to Amended and Restated Credit
Agreement effective on May 31, 2000.
CONSOLIDATED PRODUCTS, INC.
By: /s/ James W. Bear
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Senior Vice President & Treasurer
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(Printed Name and Title)
BANK ONE, INDIANA,
NATIONAL ASSOCIATION
By: /s/ William D. Herrick,
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Senior Vice President
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(Printed Name and Title)
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