EXHIBIT 10.17
LOAN AGREEMENT
--------------
THIS AGREEMENT is made as of October 31, 1996, by and between Sanwa USA
Inc. ("SUI") and Overhead Door Corporation ("ODC").
WITNESSETH:
WHEREAS, SUI and ODC were parties to a Loan Agreement dated as of July 18,
1996 (the "July 1996 Loan Agreement"); and
WHEREAS, as of the date of this Agreement, the parties hereto have entered
into respective agreements with the Sakura Bank, Limited ("Sakura") whereby
funds have been obtained to repay certain existing obligations; and
WHEREAS, the parties desire to restate the obligations of ODC to SUI to be
consistent with their new respective obligations to Sakura.
NOW, THEREFORE, the parties hereto agree as follows:
1. Superseding Agreement. The July 1996 Loan Agreement is hereby
---------------------
superseded in its entirety by this Agreement as of the date hereof, and
the July 1996 Loan Agreement shall have no further force and effect
after the date hereof.
2. Term Loan Principal Repayments. For value received, ODC agrees to repay
------------------------------
to SUI a term loan in the original principal amount of $122,000,000.00
in accordance with the following principal amortization schedule:
PAYMENT DATE AMOUNT DUE REMAINING
------------ ---------- ---------
BALANCE
-------
December 31, 1996 $ 6,000,000 $116,000,000
March 31, 1997 2,500,000 113,500,000
June 30, 1997 3,750,000 109,750,000
September 30, 1997 8,750,000 101,000,000
December 31, 1997 10,000,000 91,000,000
PAYMENT DATE AMOUNT DUE REMAINING
----------- ---------- ---------
BALANCE
-------
March 31, 1998 3,500,000 87,500,000
June 30, 1998 5,250,000 82,250,000
September 30, 1998 12,250,000 70,000,000
December 31, 1998 14,000,000 56,000,000
March 31, 1999 3,500,000 52,500,000
June 30, 1999 5,250,000 47,250,000
September 30, 1999 12,250,000 35,000,000
December 31, 1999 14,000,000 21,000,000
March 31, 2000 3,500,000 17,500,000
June 30, 2000 5,250,000 12,250,000
September 30, 2000 12,250,000 0
3. Interest. ODC agrees to pay to SUI quarterly, on the last day of each
--------
calendar quarter, interest on the principal balance hereunder which remains
outstanding during such calendar quarter. The interest rate shall be 8.22%
per annum through December 31, 1996, and shall be 7.50% per annum
thereafter.
4. Governing Law. This Agreement will be governed by the laws of the
-------------
State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SANWA USA INC. OVERHEAD DOOR CORPORATION
By: /s/ TOSHIO SHIMOMURA By: /s/ JAMES F. BRUM
--------------------------- -----------------------------
Toshio Shimomura James F. Brum
Treasurer Executive Vice President and
Chief Financial Officer