RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
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BALBOA LIFE INSURANCE COMPANY
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BALBOA INSURANCE COMPANY
March 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"), 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
March 27, 1995 to April 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 31, 1995
to May 1, 1995.
Hunt Valve Company, Inc.
March 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 March 27, 1995 to April
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
31, 1995, is further extended to May 1, 1995.
3. The Purchasers hereby agree that Section 2.4 of the Note Agreement
is amended as follows: (a) the current reference to "March 31, 1995",
is hereby changed to "May 1, 1995" and (b) the current reference to "April
3, 1995", is hereby changed to "May 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 pricipal 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.
March 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