EXHIBIT 10(aj)
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
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BALBOA LIFE INSURANCE COMPANY
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BALBOA INSURANCE COMPANY
February 27, 1995
Hunt Valve Company, Inc.
1913 E. State Street
Salem, Ohio 44460
Re: Note Agreement
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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"), BalboaLife ("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 February 27, 1995 to
March 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 March 3, 1995 to March 31, 1995.
Hunt Valve Company, Inc.
February 27, 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 February 27, 1995 to March 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 March
3, 1995, is further extended to March 31, 1995.
3. The Purchasers hereby agree that Section 2.4 of the Note Agreement
is amended as follows: (a) the current reference to "March 3, 1995",
is hereby changed to "March 31, 1995" and (b) the current reference
to "March 6, 1994", is hereby changed to "April 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.
February 27, 1995
Page Three
BALBOA LIFE INSURANCE COMPANY
By: /s/ Lawrence G. Knowles, Jr.
Title: 2nd Vice President - Investments
BALBOA INSURANCE COMPANY
By: /s/ Lawrence G. Knowles, Jr.
Title: 2nd Vice President - Investments
AGREED AND CONSENTED TO:
HUNT VALVE COMPANY
By: /s/ Robert V. Silva
Title: Chairman & CEO
PARAGRAPH 2 ABOVE HEREBY IS
CONSENTED TO:
LASALLE BUSINESS CREDIT, INC.
By: /s/ William A. Stapel
Title: Vice President