RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
BALBOA LIFE INSURANCE COMPANY
BALBOA INSURANCE COMPANY
April 27, 1995
Hunt Valve Company, Inc.
1913 E. State Street
Salem, Ohio 44460
Re: Note Agreement
Gentlemen:
Reference is made to the Note Agreement, dated as of August
15, 1991, among Hunt Valve Company, Inc. (the "Company), Rhode
Island Hospital Trust National Bank, as Trustee for the Textron
Collective Investment Trust B ("RIHT"), Balboa Life ("Balboa";
RIHT, Balboa Life and Balboa collectively referred to as the
"Purchasers"), as amended by the First Amendment, dated as of March
31, 1993 but effective as of September 30, 1992, and by the
Second Amendment, dated as of July 30, 1993 but effective as of
September 30, 1992 (as so amended, the "Note Agreement").
Capitalized terms used but not defined herein have the meanings
given to them in the Note Agreement.
In connection therewith, the Company has advised the
Purchasers that the Company desires to extend the expiration date
of its secured revolving credit facility (the "LaSalle Facility")
with LaSalle Business Credit, Inc. (f/k/a StanChart Business
Credit, Inc.) ("LaSalle") from April 27, 1995 to June 27, 1995.
The Company has further advised the Purchasers that the Company's
request for LaSalle's agreement to such extension is conditioned on
the extension of the due date for the Company's $1,000,000 required
(mandatory) principal prepayment to the Purchasers under the terms
of the Note Agreement from May 1, 1995 to July 1, 1995.
Hunt Valve Company, Inc.
April _, 1995
Page Two
The Purchasers hereby advise the Company as follows:
1. Notwithstanding any provision to the contrary in the
Intercreditor Agreement, dated as of September 27, 1991, between
the Purchasers and LaSalle, the Purchasers hereby consent to the
extension by the Company and LaSalle of the expiration date of the
LaSalle Facility, and the extension of the due date of the
Company's principal and other Obligations (as defined in the
LaSalle Facility) pursuant to such extension of the expiration
date, from April 27, 1995 to June 27, 1995.
2. The Purchasers hereby agree that Section 2.1 of the Note
Agreement is amended to provide that the due date for the required
prepayment of $1,000,000 with respect to the Notes, previously
extended to May 1, 1995, is further e tended to July 1, 1995.
3. The Purchasers hereby agree that Section 2.4 of the Note
Agreement is amended as follows: (a) the current reference to "May
1, 1995", is hereby changed to "July 1, 1995" and (b) the current
reference to "April 3, 1995", is hereby changed to "July 3, 1995".
4. The provisions of this letter are limited as specified and
shall not constitute a modification or waiver of any other
provision of the Note Agreement.
5. Purchasers agreement to extend the due date for the
Company's $1,000,000 principal payment as set forth above is
contingent upon LaSalle's agreement to extend the expiration date
of the LaSalle Facility as set forth herein.
Very truly yours,
RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK, as Trustee for
the Textron Collective
Investment Trust B
By: /S/ DAVID E. MAKIN
Title: ASSISTANT VICE PRESIDENT
Hunt Valve Company, Inc.
April _, 1995
Page Three
BALBOA LIFE INSURANCE COMPANY
By: /S/ LAWRENCE G. KNOWLES, JR.
Title: SECOND VICE PRESIDENT
BALBOA INSURANCE COMPANY
By: /S/ LAWRENCE G. KNOWLES, JR.
Title: SECOND VICE PRESIDENT
AGREED AND CONSENTED TO:
HUNT VALVE COMPANY
By: /S/ ROBERT V. SILVA
Title: CHAIRMAN
PARAGRAPH 2 ABOVE HEREBY IS
CONSENTED TO:
LASALLE BUSINESS CREDIT, INC.
By: /S/ WILLIAM A. STAPEL
Title: VICE PRESIDENT