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Exhibit 10.39
AMENDMENT NO.3 TO BUSINESS LOAN AGREEMENT
This Amendment No. 3 to Business Loan Agreement (this "Amendment") is
entered into as of June 28, 1996, is among Bank of America National Trust and
Savings Association (the "Bank"), and Calnetics Corporation ("Borrower 1"),
Manchester Plastics Co., Inc. ("Borrower 2"), NY-Glass Plastics, Inc.
("Borrower 3") and Agricultural Products, Inc. ("Borrower 4") (Borrower 1,
Borrower 2, Borrower 3 and Borrower 4 are sometimes referred to collectively
as, the "Borrowers" and, individually, as the "Borrower").
RECITALS
A. The Bank and the Borrowers are parties to that certain Business
Loan Agreement dated as of June 20, 1994, as modified by amendments dated as of
November 30, 1994, and December 21, 1995 (as amended, the "Loan Agreement").
B. The parties hereto now desire to amend the Loan Agreement on
the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined in this
Amendment shall have the meanings ascribed to them in the Loan Agreement.
2. Amendments. The Loan Agreement shall be amended as follows:
"2.1 Paragraph 7.9 is amended and restated in its entirety
to read as follows:
"7.9 Capital Expenditures. With respect to all
Borrowers on an aggregate basis, not to spend or incur obligations
(excluding capital leases) to acquire fixed or capital assets for more
than One Million Dollars ($1,000,000) in any single fiscal year."
3. Conditions. This Amendment will not be effective until the
Bank has received the following:
(a) A copy of this Amendment, duly executed by the
Borrowers; and
(b) A copy of a fully executed amendment between the
Borrowers and The Bank of California, N.A., amending the loan agreement
among such parties on substantially the same terms and conditions as
provided in this Amendment.
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4. Representations and Warranties. Borrowers represent and warrant to
Bank that: (a) there is no event which is, or with notice or lapse of time or
both would be, a default under the Loan Agreement, (b) the representations and
warranties in the Loan Agreement are true as of the date of this Amendment as
if made on the date hereof, (c) this Amendment is within each Borrower's
powers, has been duly authorized, and does not conflict with any Borrower's
organizational papers, and (d) this Amendment does not conflict with any law,
agreement, or obligation by which any Borrower is bound.
5. Effect of Amendment. Except as provided in this Amendment, all of
the terms and conditions of the Loan Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
BANK OF AMERICA NATIONAL CALNETICS CORPORATION
TRUST AND SAVINGS ASSOCIATION
By: /s/ Janet K. Trout By: /s/ Steven L. Strawn
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Janet K. Trout Steven L. Strawn
Title: Vice President Title: Vice President
By: /s/ Clinton G. Gerlach
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Clinton G. Gerlach
Title: Chairman of the Board
and President
MANCHESTER PLASTICS CO., INC.
By: /s/ Steven L. Strawn
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Steven L. Strawn
Title: President
By: /s/ Clinton G. Gerlach
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Clinton G. Gerlach
Title: Chairman of the Board
(Signatures continue)
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NY-GLASS PLASTICS, INC.
By: /s/ Michael A. Hornak
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Michael A. Hornak
Title: President
By: /s/ Clinton G. Gerlach
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Clinton G. Gerlach
Title: Chairman of the Board
AGRICULTURAL PRODUCTS, INC.
By: /s/ Lon Schultz
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Lon Schultz
Title: President
By: /s/ Clinton G. Gerlach
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Clinton G. Gerlach
Title: Chairman of the Board
Certified to be a true and correct copy
By: /s/ Janet K. Trout
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Janet K. Trout, VP
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