Draft of March 21, 1995
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AMENDMENT AGREEMENT
Dated as of March 1, 1995
among
SANWA BUSINESS CREDIT CORPORATION,
as Agent
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY,
the Senior Noteholder
and
FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION,
as Collateral Agent
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AMENDMENT AGREEMENT
Reference is made to that certain Intercreditor Agreement dated as of
January 10, 1995 (the "INTERCREDITOR AGREEMENT"), among Sanwa Business Credit
Corporation, a Delaware corporation, acting in its capacity as agent (in such
capacity, the "AGENT") for and on behalf of the various financial institutions
(collectively, the "LENDERS") which are, or may from time to time hereafter
become, parties to the Loan Agreement, the Northwestern Mutual Life Insurance
Company (the "SENIOR NOTEHOLDER") and First Security Bank of Utah, National
Association, acting in its individual capacity for purposes of clause (a) of
Section 3 of the Intercreditor Agreement and otherwise in its capacity as
intercreditor collateral agent for the Senior Creditors (together with its
successors and assigns, the "COLLATERAL AGENT") and First Security Bank of Utah,
National Association, in its capacity as security trustee under the Noteholder
Security Documents (the "SECURITY TRUSTEE"). Unless otherwise defined herein,
capitalized terms shall have the meanings set forth in the Intercreditor
Agreement.
The Agent and the Senior Noteholder desire to amend a certain provision of
the Intercreditor Agreement and, upon the execution and delivery of this
Amendment Agreement by the Agent, the Senior Noteholder and the Collateral
Agent, the following provision of the Intercreditor Agreement shall be amended
as of the date hereof as follows:
SECTION 1. AMENDMENT.
SECTION 1.1. AMENDMENT OF SECTION 1(a). The definition of "Pledge
Agreements" contained in Section 1(a) of the Intercreditor Agreement is hereby
amended in its entirety so that the same shall henceforth read as follows:
"PLEDGE AGREEMENTS" shall mean the pledge agreement dated as of
January 9, 1995 from MMI to the Collateral Agent relating to the capital
stock of Asbury owned by MMI, the Pledge Agreement dated as of March 10,
1995 from MMI to the Collateral Agent relating to the capital stock of Seco
Products Corporation, a Delaware Corporation, owned by MMI and the Pledge
Agreement to be delivered by MMI pursuant to Section 5.22 of the Note
Agreement relating to the capital stock of FAB-Asia, Inc., a Republic of
the Philippines corporation, owned by MMI.
SECTION 2. MISCELLANEOUS.
SECTION 2.1. EXECUTION IN COUNTERPARTS. Two or more duplicate originals
of this
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Amendment Agreement may be signed by the parties hereto, each of which shall be
an original but all of which together shall constitute one and the same
instrument. This Amendment Agreement may be executed in one or more
counterparts and will be effective (as of the effective date set forth below),
when at least one counterpart has been executed by the Agent, the Senior
Noteholder and the Collateral Agent, and each set of counterparts which,
collectively, show execution by each such party shall constitute one duplicate
original.
SECTION 2.2. GOVERNING LAW. This Amendment Agreement shall be governed
by and construed in accordance with Illinois law.
SECTION 2.3. CAPTIONS. The descriptive headings of the various Sections
or parts of this Amendment Agreement are for convenience only and shall not
affect the meaning or construction of any of the provisions hereof.
SECTION 2.4. RATIFICATION OF INTERCREDITOR AGREEMENT. Except as herein
expressly amended, all other terms and provisions of the Intercreditor Agreement
shall remain unchanged and are in all respects ratified, confirmed and approved.
If and to the extent that any of the terms or provisions of the Intercreditor
Agreement are in conflict or inconsistent with any of the terms or provisions of
this Amendment Agreement, this Amendment Agreement shall govern.
This Amendment Agreement shall be effective as of March __, 1995.
Signature SANWA BUSINESS CREDIT CORPORATION,
as Agent
By
Its
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY, as Senior Noteholder
By
Its
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FIRST SECURITY BANK OF UTAH,
NATIONAL ASSOCIATION, as Collateral
Agent and Security Trustee
By
Its
Accepted and Acknowledged by:
MIDDLEBY MARSHALL INC.
By
Its
ASBURY ASSOCIATES, INC.
By
Its
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