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SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN
AGREEMENT (The "Second Amendment") is made and dated as of the 28 day of
December, 1994 by and among BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association, each other bank signatory
hereto set forth on the signature pages of this Second Amendment and any
such other banks as from time to time may be party hereto (collectively
referred to herein as the "Banks" and, individually, a "Bank"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking
association, as agent (in such capacity, the "Agent") and FURON COMPANY, a
California corporation ("Borrower").
RECITALS
A. Pursuant to that certain Second Amended and Restated
Loan Agreement, dated as of January 28, 1994, among the Banks and Borrower
(as amended from time to time, the "Agreement"), the Banks agreed to extend
credit to Borrower on the terms and subject to the conditions set forth
therein. All capitalized terms not otherwise defined herein shall have the
meanings given such terms in the Agreement.
B. Borrower and the Banks desire to amend the Agreement
in certain respects, all as set forth more particularly below.
NOW, THEREFORE, in consideration of the foregoing Recitals and
for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Amendments. The Agreement is amended as follows:
1.1 Amendment to Consolidated Tangible Effective
Net Worth. Section 5.7 of the Agreement is hereby deleted in its entirety
and is replaced with the following:
"5.7 Consolidated Tangible Effective Net Worth.
Borrower shall maintain a Consolidated Tangible Effective Net
Worth of at least (i) the amount of the Borrower's Consolidate
Tangible Effective Net Worth as of October 29, 1994 minus (ii)
$8,000,000 plus (iii) 50% of all positive Consolidate Net Income of
Borrower earned since October 29, 1994 plus (iv) 100% of the net
proceeds from the issuance of equity securities (other than equity
securities issued pursuant to any of Borrower's employee benefit
plans) minus (v) incremental goodwill attributable to the purchase of
Custom Coating and Laminating, which is not to exceed $22,300,000."
1.2 Amendment to Successor Agent Paragraph. Section
8.7 of the Agreement is hereby amended to add to the end thereof the following:
"Upon resignation of the Agent, the rights of the Agent under Sections 8.4,
8.5, 8.6, 9.3 and 9.10 shall inure to the benefit of the resigning Agent with
respect to the actions taken prior to resignation."
2. Extension of Line A Commitment Termination Date. In
accordance with Section 2.5(c) of the Agreement, each of the Banks by its
signature below agrees that on the Effective Date of this Second Amendment
the Line A Commitment Termination date is extended until January 26, 1996.
3. Effective Date. This Second Amendment shall become
effective as of the date that it is fully executed by each of the parties
hereto and the Agent shall have received such evidence as it shall
reasonably request at the request of the Banks that each of the
representations and warranties contained in the Second Amendment are true
and correct.
EXHIBIT 10.11A
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4. No Other Amendment. Except as expressly amended
herein, the Agreement and all other Loan Documents shall remain in full
force and effect as currently written.
5. Counterparts. This Second Amendment may be executed
in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall
constitute one and the same agreement.
6. Representations and Warranties. Borrower hereby
represents and warrants to the parties hereto as follows:
6.1 Borrower has all corporate power and
corporate authority to execute and deliver, and to perform all of its
obligations under this Second Amendment.
6.2 The execution and delivery by Borrower and
the performance by Borrower of each of its obligations under the Second
Amendment have been duly authorized by all necessary corporate action and
do not:
(a) require any consent or approval not
heretofore obtained of any shareholder, security holder or creditor of
Borrower;
(b) violate any provision of the
articles of incorporation or the bylaws of Borrower;
(c) result in or require the creation or
imposition of any Lien (other than under the Loan Documents) upon or with
respect to Property now owned or leased or hereafter acquired by Borrower;
(d) violate any provision of any Law,
order, writ, judgment, injunction, decree, determination or award presently
in effect having applicability to Borrower which would reasonably be
expected to have a materially adverse effect on the Property or business
condition (financial or otherwise) of Borrower and its Subsidiaries taken
as a whole; or
(e) result in a breach of or constitute
a default under, or cause or permit the acceleration of any obligation owed
under, any indenture or loan or credit agreement or any other material
agreement, lease or instrument to which Borrower is a party or by which
Borrower or any Property of Borrower is bound or affected.
6.3 Borrower and each of its Subsidiaries is not
in default under or in violation of any Law, orders, writ, judgment
injunction, decree, determination, award, indenture, agreement, lease or
instrument in any respect that is materially adverse to the interests of
the Banks under this Second Amendment or that could materially impair the
ability of the Borrower to perform its obligations under this Second
Amendment.
6.4 No authorization, consent, approval, order,
license, permit or exemption from, or filing, registration or qualification
with, any Governmental Agency is or will be required under applicable law
to authorize or permit the execution and delivery by the Borrower of this
Second Amendment, and the payment by Borrower of all amounts due under the
Loan Documents.
6.5 This Second Amendment, when executed and
delivered, will constitute legal, valid and binding obligations of Borrower
and is enforceable against Borrower in accordance with its terms except
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors' rights
generally.
6.6 At and as of the date of execution hereof and
at and as of the effective date of this Second Amendment (1) the
representations and warranties of the Borrower contained in the Agreement
are accurate and complete in all material respects, and (2) no event has
occurred and is continuing that is a Default or an Event of Default.
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In WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed as of the day and year first above written.
FURON COMPANY, a California
corporation
By:_________________________________
Name: J. Michael Hagan
Title: Chairman of the Board of
Directors
By:_________________________________
Name: Monty A. Houdeshell
Title: Vice President and Chief
Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: _____________________________
Name: _____________________________
Title: _____________________________
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: _____________________________
Name: _____________________________
Title: _____________________________
THE BANK OF NEW YORK
By: _____________________________
Name: _____________________________
Title: _____________________________
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BANK ONE, COLUMBUS, NATIONAL
ASSOCIATION
By: _____________________________
Name: _____________________________
Title: _____________________________
BANK OF AMERICA ILLINOIS
By: _____________________________
Name: _____________________________
Title: _____________________________
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