EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT entered into as of February
8, 2000 by and among WILLIAMS CONTROLS, INC., a Delaware corporation, AGROTEC
WILLIAMS, INC., a Delaware corporation, APTEK WILLIAMS, INC., a Delaware
corporation, GEOFOCUS, INC., a Florida corporation, HARDEE WILLIAMS, INC., a
Delaware corporation, KENCO/WILLIAMS, INC., a Delaware corporation, NESC
WILLIAMS, INC., a Delaware corporation, PREMIER PLASTIC TECHNOLOGIES, INC., a
Delaware corporation, WACCAMAW WHEEL WILLIAMS, INC., a Delaware corporation,
WILLIAMS CONTROLS INDUSTRIES, INC., a Delaware corporation, WILLIAMS
TECHNOLOGIES, INC., a Delaware corporation, WILLIAMS WORLD TRADE, INC., a
Delaware corporation, WILLIAMS AUTOMOTIVE, INC., a Delaware corporation,
TECHWOOD WILLIAMS, INC., a Delaware corporation, (each individually referred to
as "Borrower" and all collectively referred to as "Borrowers"), and WELLS FARGO
CREDIT, INC., successor in interest to Wells Fargo Bank, National Association
("Bank").
RECITALS
Borrowers and Bank are parties to that certain Credit Agreement dated
as of July 11, 1997, as previously amended by seven amendments thereto
(collectively, "Agreement"). Borrowers and Bank desire to revise the Agreement
in the manner set forth herein. All capitalized terms used herein and not
otherwise defined herein shall have the meaning attributed to them in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
of the parties contained herein, Borrowers and Bank agree as follows:
1. Definitions.
(a) The definitions of "Fee Computation Amount," "Permitted
Liens" and "Tangible Net Worth" are hereby amended in their entirety to read as
follows:
"Fee Computation Amount" means, as of the date of computation,
the total of (i) the amount set forth in item (i) of Section 3.1(a) and
(ii) the then outstanding principal balance of Term Loan I, Term Loan
II, Term Loan III, Term Loan IV and Real Estate Loan.
"Permitted Liens" means (i) Liens arising by operation of law
for taxes, assessments or governmental charges not yet due, (ii)
statutory Liens of mechanics, materialmen, shippers, warehousemen,
carriers, and other similar persons for services or materials arising
in the ordinary course of business for which payment is not yet due,
(iii) non-consensual Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation,
unemployment insurance and other types of social security, (iv) Liens
for taxes or statutory Liens of mechanics, materialmen, shippers,
warehousemen, carriers and other similar persons for services or
materials which are due but are being contested in good faith and by
appropriate and lawful proceedings promptly initiated and diligently
conducted and for which reserves satisfactory to Bank have been
established, (v) Liens listed on Schedule I, (vi) Liens in favor of
Bank; and (vii) liens to U.S. Bank National Association (formerly known
as United States National Bank of Oregon) which are subject to
subordination terms acceptable to Bank. and (viii) purchase money Liens
upon or in any fixed asset of Borrowers to secure Indebtedness
permitted by Section 9.2(e); provided, however, that: (a) any such Lien
is created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost
(including, without limitation, the cost of construction and the
reasonable fees and expenses relating to such Indebtedness) of the
property subject thereto, (b) the principal amount of the Indebtedness
secured by such Lien does not exceed such cost, and (c) such Lien does
not extend to or cover any other property other than such item of
property, any improvements on such item, and the proceeds from the
disposition of such items.
"Tangible Net Worth" means stockholders' equity less: (i) all
intangible assets (net of amortization); (ii) all treasury stock; and
(iii) all obligations due from stockholders and employees.
(b) The definitions of "Eligible Foreign Accounts," "Public
Offering" and "Term Loan IV" are hereby added to the Agreement to read as
follows:
"Eligible Foreign Accounts" means those Accounts from account
debtors not located in the United States that Bank in the Good Faith
exercise of its discretion determines to be eligible for the purpose of
determining the Borrowing Base. General criteria for Eligible Accounts
may be established and revised from time to time by Bank in Good Faith.
Without limiting such discretion as to other Accounts, the following
Accounts shall not be Eligible Accounts:
(i) (A) that portion of Accounts unpaid 90 days or
more after the invoice date and (B) that portion of Accounts
that do not provide for payment in fall within 90 days after
the shipment date;
(ii) that portion of Accounts that is disputed or
subject to a claim of offset or a contra account,
(iii) that portion of Accounts not yet earned by the
final delivery of goods or rendition of services, as
applicable, by Borrower to the account debtor;
(iv) Accounts owed by any unit of government;
(v) Accounts owed by an account debtor that is
insolvent, the subject of bankruptcy proceedings or has gone
out of business;
(vi) Accounts owed by a shareholder, Subsidiary,
Affiliate, officer or employee of Borrower;
(vii) Accounts not subject to a duly perfected
security interest in the Bank's favor or which are subject to
any lien, security interest or claim in favor of any Person
other than the Bank including without limitation any payment
or performance bond;
(viii) that portion of Accounts that has been
restructured, extended, amended or modified;
(ix) that portion of Accounts that constitutes
advertising, finance charges, service charges or sales or
excise taxes;
(x) that portion of Accounts owed by any one account
debtor that would permit Revolving Advances supported by such
account debtor's Accounts to exceed $200,000 at any one time;
(xi) Accounts denominated in any currency other than
United States dollars, Canadian dollars, French francs, Swiss
francs, German marks, Japanese yen, United Kingdom pounds
sterling;
(xii) Accounts with respect to which Borrower has not
instructed the account debtor to pay the Account to the Cash
Collateral Account;
(xiii) Accounts owed by debtors located in countries
not acceptable to the Bank in its sole discretion; and
(xiv) Accounts owed by an account debtor, regardless
of whether otherwise eligible, if 25% or more of the total
amount due under Accounts from such debtor is ineligible under
items (i), (ii) or (viii) above.
"Public Offering" means any public offering or private
placement after February 1, 2000 of equity or debt securities of
Williams Parent.
"Term Loan IV" has the meaning set forth in Section 3.4(e)
hereof.
2. Section 3.1(e). Section 3.1(e) is hereby amended by revising
items (iv) and (viii) to read as follows:
(iv) Accounts with respect to which more than 90 days (150
days with respect to Accounts of Hardee Williams, Inc.) have elapsed
since the date of the original invoice applicable thereto; and
(viii) the chief executive office of the account debtor with
respect to such Account is not located in the United States of America,
unless (a) the account debtor has delivered to Borrower an irrevocable
letter of credit issued or confirmed by a bank satisfactory to Bank,
sufficient to cover such Account, in form and substance satisfactory to
Bank and, if required by Bank, the original of such letter of credit
has been delivered to Bank or Bank's agent and the issuer thereof
notified of the assignment of the proceeds of such letter of credit to
Bank, (b) such Account is subject to credit insurance payable to Bank
issued by an insurer and on terms and in an amount acceptable to Bank,
(c) the account debtor resides in a province of Canada which recognizes
Bank's perfection and enforcement rights as to Accounts by reason of
the filing of a UCC-1 in the state of the applicable Borrower's chief
executive office, (d) such Account is otherwise acceptable in all
respects to Bank (subject to such lending formula with respect thereto
as Bank may determine); or (e) Eligible Foreign Accounts under the
Bank's Foreign Receivables Eligibility Program in which Borrowers may
elect to participate on ten days prior written notice to Bank, provided
that Borrowers pay the fee set forth in Section 3.6(g).
3. Section 3.3.
(A) Contemporaneously herewith, Bank has increased Term Loan I
by advancing an additional $800,000 to Borrowers, and as of the date hereof, the
outstanding principal balance of Term Loan I is $3,923,900. Section 3.3(a) is
hereby amended in its entirety to read as follows:
On the terms and subject to the conditions contained
in this Agreement, Bank agrees to make a term loan ("Term Loan I") to
Borrowers in the amount of $3,923,900. Borrowers shall repay the
principal of Term Loan I in monthly principal payments of $46,713.10
each on the first day of each month beginning March 1, 2000. Bank, at
Borrowers' expense, shall have the orderly liquidation of Borrowers'
machinery and equipment appraised (the "Appraisal") by an appraiser
acceptable to Bank. Within 60 days of notice by Bank to Borrowers of
the results of the Appraisal, Borrowers shall make a principal payment
to Bank on Term Loan I in the amount necessary to reduce the then
outstanding principal balance of Term Loan I to the lesser of
$3,924,000 or the value of Borrowers' machinery and equipment set forth
in the Appraisal ("Reduced Principal Amount"). If the principal of Term
Loan I is so reduced to less than $3,924,000, the amount of each
monthly principal payment thereafter shall be that amount which is
equal to 1/84th of the Reduced Principal Amount. Borrowers shall repay
the outstanding principal balance of Term Loan I, together with all
accrued and unpaid interest and related fees on the earlier of the
Maturity Date or the due date determined pursuant to Section 10.2.
(B) The Second Replacement Term Loan I Promissory Note dated
December 16, 1998 in the original principal amount of $4,105,000 is hereby
replaced by the Third Replacement Term Loan I Promissory Note, in the form of
the promissory note attached hereto as Exhibit A, executed by Borrowers and
delivered contemporaneously herewith.
4. Section 3.4.
(A) Section 3.4 is hereby retitled "Term Loans II, III and IV" and is
amended by deleting subsections (f) and (g) and by amending subsection (e) in
its entirety to read as follows:
(e) Contemporaneously herewith, Bank has made an advance
("Term Loan IV") to Borrowers of $1,000,000. Borrowers shall repay the
outstanding principal balance of Term Loan IV, together with all
accrued and unpaid interest, on the earliest of (I) April 1, 2000, (II)
the due date determined pursuant to Section 10.2, or (III) upon receipt
of the net proceeds of a Public Offering. Borrowers may prepay Term
Loan IV in whole or in part, from time to time. Each partial prepayment
shall be applied to the principal balance of Term Loan IV in inverse
order of maturity. Term Loan IV shall be evidenced by a Note payable to
the order of Bank in the form attached hereto as Exhibit B.
(B) Upon the closing of one or more Public Offerings providing Williams
Parent with aggregate net proceeds exceeding $3,000,000, Borrowers shall repay
Term Loan III by an amount equal to 75% of such net proceeds in excess of
$3,000,000. Further, subsection (d) of Section 3.4 is hereby amended to delete
"February 1, 2000" and replace it with "April 1, 2000."
5. Section 3.6.
(A) Section 3.6(a) is hereby amended in its entirety to read as
follows:
(a) The outstanding principal balance of each Revolving Loan
which is a Base Rate Loan shall bear interest at a fluctuating rate per
annum equal to the Base Rate in effect from time to time. The
outstanding principal balance of each Revolving Loan which is a LIBOR
Loan shall bear interest at a fixed rate per annum determined by Bank
to be equal to the aggregate of LIBOR in effect on the first day of the
applicable Fixed Rate Term plus 225 basis points. The outstanding
principal balance of each portion of Term Loan I and Real Estate Loan
which is a Base Rate Loan shall bear interest at a fluctuating rate per
annum equal to the aggregate of the Base Rate in effect from time to
time plus 25 basis points. The outstanding principal balance of that
portion of Term Loan I and Real Estate Loan which is a LIBOR Loan shall
bear interest at a fixed rate per annum determined by Bank to be equal
to the aggregate of LIBOR in effect on the first day of the applicable
Fixed Rate Term plus 225 basis points. The outstanding principal
balance of Term Loan II shall bear interest at a fluctuating rate per
annum equal to the aggregate of the Base Rate in effect from time to
time plus 75 basis points. The outstanding principal balance of Term
Loan III and Term Loan IV shall each bear interest at a fluctuating
rate per annum equal to the aggregate of the Base Rate in effect from
time to time plus 125 basis points. The foregoing notwithstanding, the
rate of interest applicable at all times during the continuation of an
Event of Default shall be the applicable rate set forth above plus an
additional 200 basis points. All fees, expenses and other amounts not
paid when due shall bear interest (from the date due until paid) at a
fluctuating rate per annum equal to the Base Rate in effect from time
to time plus 300 basis points.
(B) A new subsection (g) is hereby added to Section 3.6 to read as
follows:
(g) If Borrowers elect to participate in Bank's
Foreign Receivables Eligibility Program, Borrowers shall pay Bank a fee
of $2,500 per quarter payable in advance on the first day of each
quarter (and on the date Borrower first elects to participate in such
Program if such date is not the first day of a quarter).
6. Section 8.18. Section 8.18 is hereby amended in its entirety to read
as follows:
(a) Williams Parents' Tangible Net Worth (computed without
regard to deferred income taxes) shall, as of the end of each month,
exceed the applicable amount set forth below:
-------------------------------- ---------------------------
Month Amount
-------------------------------- ---------------------------
October, 1999 -
February, 2000 $10,400,000
-------------------------------- ---------------------------
March - May, 2000 $10,800,000
-------------------------------- ---------------------------
June - August, 2000 $11,540,000
-------------------------------- ---------------------------
After August, 2000 $12,440,000
-------------------------------- ---------------------------
(b) Williams Parents' consolidated net income from continuing
operations for the periods set forth below shall not be less than the
amount set forth below:
-------------------------------- ---------------------------
Period Amount
-------------------------------- ---------------------------
Three Months ending December
31, 1999 ($ 500,000)
-------------------------------- ---------------------------
Six months ending
March 31, 2000 $ 67,000
-------------------------------- ---------------------------
Nine months ending
June 30 2000 $ 925,000
-------------------------------- ---------------------------
Twelve months ending
September 30, 2000 $ 1,865,000
-------------------------------- ---------------------------
(c) Maintain a Debt Service Coverage Ratio of not less than
1.1:1 for the quarter ending December 31, 1999, for the six months
ending March 31, 2000, for the nine months ending June 30, 2000 and for
the twelve months ending each September, December, March and June
thereafter. "Debt Service Coverage Ratio" means, as of any date, the
ratio of (i) Williams Parent's consolidated net income from continuing
operations after taxes for the period plus (A) the sum of the amounts
for such period included in determining such net income of consolidated
income tax expense, consolidated depreciation and amortization expense,
non-cash expense related to in-process research and development costs
arising from the Pro Active Pedals, Inc. acquisition, and non-cash
losses with respect to investment in Ajay Sports, Inc., less (B) gains
on sales of assets (excluding sales in the ordinary course of business)
and other extraordinary non-cash gains for such period and the
unfinanced portion of capital expenditures made during such period to
(ii) the total scheduled principal payments due during such period for
Term Loan I and the Real Estate Loan.
7. Section 9.2. Section 9.2 is hereby amended in its entirety to read
as follows:
Borrowers and Subsidiaries, on a consolidated basis, create or
suffer to exist any Indebtedness except:
(a) the Obligations;
(b) current liabilities in respect of taxes, assessments and
governmental charges or levies incurred, or liabilities for labor,
materials, inventory, services, supplies and rentals incurred, or for
goods or services purchased, in the ordinary course of business
consistent with industry practice in respect of arm's length
transactions and the past practice of Borrower;
(c) Indebtedness owed to Borrower;
(d) Indebtedness created by the Public Offering in an
amount not greater than $8,000,000; and
(e) Indebtedness in an amount not greater than $2,500,000
incurred during the fiscal year ending September 30, 2000 to finance
capital expenditures permitted by Section 9.14.
8. Section 10.1. Section 10.1 of the Agreement is hereby amended by
deleting subsection (i).
9. Additional Covenants.
(A) Williams Parent shall promptly prepare and file its
Federal income tax return for 1999. Upon the receipt of any refund with
respect to such Federal income tax return, Williams Parent shall
immediately deliver to Bank, duly endorsed for payment to Bank, such
refund(s) for application by Bank first to any principal balance of
Term Loan III or Term Loan IV then outstanding and next to the
reduction of the then outstanding principal balance of the Revolving
Loans.
(B) Before May 1, 2000, Borrowers shall assign to Bank, in
form and substance satisfactory to Bank, all of Borrowers' right, title
and interest in all licenses related to patents or trademarks acquired
in connection with the acquisition of Pro Active Pedals, Inc., and
cause Pro Active Pedals, Inc. to assign to Bank, in form and substance
acceptable to Bank, all of its licenses and rights with respect to
patents and trademarks.
10. Accommodation Fee. As consideration for Bank entering into this
Eighth Amendment to Credit Agreement, Borrowers hereby agree to pay Bank an
accommodation fee of $50,000.
11. Effective Date. This Eighth Amendment shall be effective upon (i)
the execution of this Eighth Amendment by Borrowers and Bank; and (ii) payment
of the accommodation fee.
12. Ratification. Except as otherwise provided in this Eighth
Amendment, all of the provisions of the Agreement are hereby ratified and
confirmed and shall remain in full force and effect.
13. One Agreement. The Agreement, as modified by the provisions of this
Eighth Amendment, shall be construed as one agreement.
14. Counterparts. This Eighth Amendment may be executed in any number
of counterparts, each of which when executed and delivered shall be deemed to be
an original, and all of which when taken together shall constitute one and the
same agreement.
15. Oregon Statutory Notice.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY
BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
BANK TO BE ENFORCEABLE.
IN WITNESS WHEREOF, the parties have executed this Eighth Amendment to
Credit Agreement as of the date first above written.
WILLIAMS CONTROLS, INC. AGROTEC WILLIAMS, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
APTEK WILLIAMS, INC. GEOFOCUS, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
HARDEE WILLIAMS, INC. KENCO/WILLIAMS, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
NESC WILLIAMS, INC. PREMIER PLASTIC TECHNOLOGIES, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
WACCAMAW WHEEL WILLIAMS, INC. WILLIAMS CONTROLS INDUSTRIES, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
WILLIAMS TECHNOLOGIES, INC. WILLIAMS WORLD TRADE, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
WILLIAMS AUTOMOTIVE, INC. TECHWOOD WILLIAMS, INC.
By:/s/ Gerry A. Herlihy By:/s/ Gerry A. Herlihy
- ----------------------------- ----------------------------------
Title: Chief Financial Officer Title: Chief Financial Officer
WELLS FARGO CREDIT, INC.
By:
-------------------------------
Title:
----------------------------
EXHIBIT A
TO
EIGHTH AMENDMENT TO CREDIT AGREEMENT
Third Replacement Term Loan I Promissory Note
$3,923,900 February 8, 2000
FOR VALUE RECEIVED, the undersigned, WILLIAMS CONTROLS, INC. a Delaware
corporation, AGROTEC WILLIAMS, INC., a Delaware corporation, APTEK WILLIAMS,
INC., a Delaware corporation, GEOFOCUS, INC., a Florida corporation, HARDEE
WILLIAMS, INC., a Delaware corporation, KENCO/WILLIAMS, INC., a Delaware
corporation, NESC WILLIAMS, INC., a Delaware corporation, PREMIER PLASTIC
TECHNOLOGIES, INC., a Delaware corporation, WACCAMAW WHEEL WILLIAMS, INC., a
Delaware corporation, WILLIAMS CONTROLS INDUSTRIES, INC., a Delaware
corporation, WILLIAMS TECHNOLOGIES, INC., a Delaware corporation, WILLIAMS WORLD
TRADE, INC., a Delaware corporation, WILLIAMS AUTOMOTIVE, INC., a Delaware
corporation, TECHWOOD WILLIAMS, INC., a Delaware corporation, (each individually
referred to as "Borrower" and all collectively referred to as "Borrowers")
hereby jointly and severally promise to pay to the order of Wells Fargo Credit,
Inc. ("Bank") the principal sum of Three Million Nine Hundred Twenty-Three
Thousand Nine Hundred Dollars ($3,923,900) as follows: (A) monthly principal
payments of $46,713.10 each on the first day of each month beginning March 1,
2000, (B) as otherwise required pursuant to the terms of the Credit Agreement
referred to below; and (C) the outstanding principal balance and all accrued
interest on the Maturity Date.
This promissory note is one of the Notes referred to in, and subject to
the terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997 as amended from time to time ("Credit Agreement"). This promissory
note replaces that certain Second Replacement Term Loan I Promissory Note dated
December 16, 1998 (the original of which is attached hereto) in the original
principal amount of $4,105,000 executed by Borrowers. This promissory note is
not a novation; it is executed for the purpose of evidencing the changed terms
set forth in the Eighth Amendment to Credit Agreement of even date herewith.
Capitalized terms used herein shall have the respective meanings assigned to
them in the Credit Agreement.
Borrower further promises to pay interest on the outstanding principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.
Bank is authorized but not required to record the date and amount of
each payment of principal and interest hereunder, and the resulting unpaid
principal balance hereof, in Bank's internal records, and any such recordation
shall be prima facie evidence of the accuracy of the information so recorded;
provided however, that Bank's failure to so record shall not limit or otherwise
affect Borrower's obligations hereunder and under the Credit Agreement to repay
the principal hereof and interest hereon.
The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by Borrowers.
Borrowers' obligations evidenced by this promissory note are secured by
the collateral described in the Loan Documents. The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.
In the event of any conflict between the terms of this promissory note
and the terms of the Credit Agreement, the terms of the Credit Agreement shall
control.
This promissory note shall be governed by and construed in accordance
with the laws of the State of Oregon.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY
BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE, MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
BANK TO BE ENFORCEABLE.
WILLIAMS CONTROLS, INC. AGROTEC WILLIAMS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
APTEK WILLIAMS, INC. GEOFOCUS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
HARDEE WILLIAMS, INC. KENCO/WILLIAMS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
NESC WILLIAMS, INC. PREMIER PLASTIC TECHNOLOGIES, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
WACCAMAW WHEEL WILLIAMS, INC. WILLIAMS CONTROLS INDUSTRIES, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
WILLIAMS TECHNOLOGIES, INC. WILLIAMS WORLD TRADE, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
WILLIAMS AUTOMOTIVE, INC. TECHWOOD WILLIAMS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
EXHIBIT B
TO
EIGHTH AMENDMENT TO CREDIT AGREEMENT
Term Loan IV Promissory Note
$1,000,000 February 8, 2000
FOR VALUE RECEIVED, the undersigned, WILLIAMS CONTROLS, INC. a Delaware
corporation, AGROTEC WILLIAMS, INC., a Delaware corporation, APTEK WILLIAMS,
INC., a Delaware corporation, GEOFOCUS, INC., a Florida corporation, HARDEE
WILLIAMS, INC., a Delaware corporation, KENCO/WILLIAMS, INC., a Delaware
corporation, NESC WILLIAMS, INC., a Delaware corporation, PREMIER PLASTIC
TECHNOLOGIES, INC., a Delaware corporation, WACCAMAW WHEEL WILLIAMS, INC., a
Delaware corporation, WILLIAMS CONTROLS INDUSTRIES, INC., a Delaware
corporation, WILLIAMS TECHNOLOGIES, INC., a Delaware corporation, WILLIAMS WORLD
TRADE, INC., a Delaware corporation, WILLIAMS AUTOMOTIVE, INC., a Delaware
corporation, TECHWOOD WILLIAMS, INC., a Delaware corporation, (each individually
referred to as "Borrower" and all collectively referred to as "Borrowers")
hereby jointly and severally promise to pay to the order of Wells Fargo Credit,
Inc. ("Bank") the principal sum of One Million Dollars ($1,000,000) pursuant to
the repayment terms for Term Loan IV set forth in the Credit Agreement (as
defined below).
This promissory note is one of the Notes referred to in, and subject to
the terms of, that certain Credit Agreement among Borrowers and Bank dated as of
July 11, 1997, (as amended, modified or supplemented from time to time, the
"Credit Agreement"). Capitalized terms used herein shall have the respective
meanings assigned to them in the Credit Agreement.
Borrower further promises to pay interest on the outstanding principal
balance hereof at the interest rates, and payable on the dates, set forth in the
Credit Agreement. All payments of principal and interest hereunder shall be made
to Bank at Bank's office in lawful money of the United States and in same day or
immediately available funds.
Bank is authorized but not required to record the date and amount of
each payment of principal and interest hereunder, and the resulting unpaid
principal balance hereof, in Bank's internal records, and any such recordation
shall be prima facie evidence of the accuracy of the information so recorded;
provided however, that Bank's failure to so record shall not limit or otherwise
affect Borrower's obligations hereunder and under the Credit Agreement to repay
the principal hereof and interest hereon.
The Credit Agreement provides, among other things, for acceleration
(which in certain cases shall be automatic) of the maturity hereof upon the
occurrence of certain stated events, in each case without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by Borrowers.
Borrowers' obligations evidenced by this promissory note are secured by
the collateral described in the Loan Documents. The Loan Documents describe the
rights of Bank and any other holder hereof with respect to the collateral.
In the event of any conflict between the terms of this promissory note
and the terms of the Credit Agreement, the terms of the Credit Agreement shall
control.
This promissory note shall be governed by and construed in accordance
with the laws of the State of Oregon.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMENTS MADE BY
BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE, MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY
BANK TO BE ENFORCEABLE.
WILLIAMS CONTROLS, INC. AGROTEC WILLIAMS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
APTEK WILLIAMS, INC. GEOFOCUS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
HARDEE WILLIAMS, INC. KENCO/WILLIAMS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
NESC WILLIAMS, INC. PREMIER PLASTIC TECHNOLOGIES, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
WACCAMAW WHEEL WILLIAMS, INC. WILLIAMS CONTROLS INDUSTRIES, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
WILLIAMS TECHNOLOGIES, INC. WILLIAMS WORLD TRADE, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________
WILLIAMS AUTOMOTIVE, INC. TECHWOOD WILLIAMS, INC.
By:___________________________ By:_______________________________
Title:________________________ Title:____________________________