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EXHIBIT 10.56
Loan No. 0250017683
THIRD AMENDMENT AGREEMENT
Promissory Note
(Line of Credit with Term Provisions)
(Second Line of Credit)
THIS AGREEMENT made this 25th day of September , 1995 by and among
Standard Federal Bank, a federal savings bank ("Standard Federal"), Galion
Holding Company, a Michigan corporation, Galion Solid Waste Equipment, Inc.,
a Michigan corporation, and Galion Dump Bodies, Inc., a Michigan corporation
(collectively, "Borrower"), and McClain Industries, Inc. ("Guarantor").
RECITALS:
A. Borrower executed and delivered to Standard Federal a
Promissory Note (Line of Credit with Term Provisions) (Second Line of
Credit) dated February 6, 1995, as amended February 27, 1995 and March 20,
1995, in the principal amount of $800,000.00 (the "Note"), secured by a
Security Agreement dated September 15, 1994 (the "Security Agreement"), and
Two Open-End Commercial Mortgages and Assignments of Lease and Rentals dated
June 29, 1993, as amended February 6, 1995 (the "Mortgages") and guaranteed
by the Guarantor pursuant to a Guaranty dated February 6, 1995 (the
"Guaranty").
B. The Borrower has requested a decrease in the effective interest rate
under the Note and Standard Federal and the Guarantor are agreeable thereto.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and of other good and valuable consideration the receipt and
sufficiency whereof are hereby acknowledged, the parties hereto hereby
warrant, represent and agree as follows:
1. The Borrower is a Michigan corporation in good standing. All
corporate resolutions heretofore delivered to Standard Federal relative to
borrowing money and granting security interests remain in full force and
effect. Borrower has duly authorized and validly executed and delivered
this Amendment Agreement and such Agreement and the Note (as hereby
amended) are valid and enforceable according to their terms and do not
conflict with or violate Borrower's corporate charter or by-laws or any
agreement or covenants to which Borrower is a party.
2. The first sentence of the second paragraph of the Note is hereby
deleted in its entirety and replaced by the following new sentence,
effective as of September 25, 1995:
The principal outstanding under this Note from time to time shall
bear interest ("Effective Interest Rate"), on a basis of a year of 360
days for the actual number of
2
days amounts are outstanding hereunder, at a rate per annum equal to the
Wall Street Journal Prime Rate.
3. Except as herein amended, the Note, Security Agreement,
Mortgages and Guaranty shall remain in full force and effect. This
Amendment Agreement may be attached to the Note as a rider, but such
attachment shall not be necessary to the validity thereof.
4. Guarantor acknowledges and consents to the amendment to the Note
herein provided and agrees that the Guaranty shall continue and remain in
full force and effect with respect to the Note as herein amended.
IN WITNESS WHEREOF the parties hereto have executed this agreement the
day and date first above written.
Witness: BORROWER:
GALION HOLDING COMPANY, a Michigan
corporation
By:
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E. James Zabinski
Vice President/Treasurer
Taxpayer Identification Number:
38-3060196
GALION SOLID WASTE EQUIPMENT, INC.,
a Michigan corporation
By:
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E. James Zabinski
Treasurer
Taxpayer Identification Number:
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GALION DUMP BODIES, INC., a Michigan
corporation
By:
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Carl Jaworski
Treasurer
Taxpayer Identification Number:
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Address: 6200 Elmridge
Sterling Heights, MI 48318
GUARANTOR:
McClain Industries, Inc., a
Michigan corporation
By:
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E. James Zabinski
Its: Treasurer
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Standard Federal Bank, a federal
savings bank
By:
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Its:
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