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Exhibit 10.b
FIRST ADDENDUM TO
LEASE AND DEVELOPMENT AGREEMENT
This Addendum to the Lease and Development Agreement (the "Addendum")
is made and entered into as of the 3rd day of November 2000 by and among ASSET
HOLDINGS COMPANY VI, L.L.C., a Massachusetts limited liability company, as
Lessor, and HUFFY CORPORATION, an Ohio corporation, as Lessee, and modifies and
supplements a Lease and Development Agreement, dated May 29, 1996 (the "Lease
Agreement") entered into by the parties. All capitalized terms used but not
otherwise defined herein shall have the respective meanings ascribed to them in
the Lease Agreement
RECITALS:
1. Lessee and Lessor entered into the Lease Agreement and agreed that
Lessor would finance Lessee's construction of the light manufacturing facility
(the "Improvements") on land owned by Lessor in Sussex, Waukesha County,
Wisconsin (the "Land") (collectively, Land and Improvements are referred to as
the "Leased Property") and Lessor would lease the Leased Property to Lessee
until May 1, 2004 (the "Scheduled Termination Date"). The Leased Property is
more filly described in Appendix II to the Lease Agreement.
2. Lessee has entered into an Agreement and Plan of Reorganization with
WIS Holdings Corp. whereby Lessee's subsidiary, Washington Inventory Service,
will be merged with and into a wholly-owned subsidiary of WIS Holdings Corp.
Except as described herein, Lessee will use proceeds from the sale to repay all
of the indebtedness described in the Credit Agreement, dated January 26, 2000
(the "Existing Indebtedness"), by and among Lessee, Royce Union Bicycle Company,
Huffy Service First, Inc., American Sports Design Company and
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Washington Inventory Service (collectively the "Borrowers") and KeyBank National
Association, Bank One, N.A., Bank of America, N.A., Fifth Third Bank, Western
Ohio, National City Bank, and The Prudential Insurance Company of America (the
"Existing Lenders"). The Existing Lenders have agreed to release all liens,
encumbrances and rights granted under various security agreements in exchange
for payment of the Existing Indebtedness.
3. Lessor is a party to a Restructuring Agreement, dated January 26,
2000 ("Restructuring Agreement"), which sets forth the rights of the Existing
Lenders, SELCO Service Corporation ("SELCO") and Lessor. From the effective date
of the Restructuring Agreement until June 30, 2001, the agreements,
representations, warranties and covenants set forth in the Restructuring
Agreement control and supersede the agreements, representations, warranties and
covenants set forth in the agreements and instruments evidencing in the Existing
Indebtedness, including the Lease Agreement. In the absence of any agreement to
the contrary, under the terms of the Restructuring Agreement, Lessee would be
required to satisfy the indebtedness evidenced by the Lease Agreement. However,
Lessor will refrain from requiring Lessee to satisfy the indebtedness evidenced
by the Lease Agreement provided that Lessee enters into this Addendum and
provides to Lessor the Letter of Credit hereinbelow described.
4. In order to induce Lessor to consent to the release of the security
interests in the assets of the Borrowers, except for the security interest
contemplated in the Lease Agreement and Operative Documents (as defined in the
Lease Agreement), Lessee has agreed to provide Lessor an Irrevocable Standby
Letter of Credit in the face amount of Two Million Dollars ($2,000,000.00)
issued by First Union National Bank in the form attached hereto as Appendix I
("Letter of Credit"), to further collateralize Lessee's obligations under the
Lease Agreement.
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lessor and the Lessee agree as
follows:
1. Upon receipt of the Letter of Credit, Lessor agrees to the
following:
a. the release of the security interest, liens and
encumbrances on the assets of Borrowers, except those liens, encumbrances,
mortgages and security interests contemplated in the Lease Agreement and
Operative Documents;
b. the termination of the Restructuring Agreement;
c. Lessee's purchase of the office building located at 225
Byers Road, Miamisburg, Montgomery County, Ohio 45432 from SELCO; and
d. Lessee's payoff of the first mortgage loan to Bank of
America, NA. in the principal amount of approximately Seven Hundred Thousand
Dollars ($700,000.00).
2. Lessee will provide to Lessor the Letter of Credit to further
collateralize Lessee's obligations under the Lease Agreement. Upon mailing of
written notice to Lessee at the above- referenced Byers Road address (or such
alternative address as shall be requested in writing by Lessee), which notice
will specify the basis for a draw on the Letter of Credit, Lessor may draw on
the Letter of Credit in any one or more of the following circumstances:
a. Lessee has not satisfied its obligations under the Lease
Agreement on or before the tenth (10th) day after the occurrence of the
Scheduled Termination Date, a Lease Termination Date or the Final Rent Payment
Date;
b. Lessor's receipt of notice of non-renewal of the Letter of
Credit;
c. Lessee's default in any payment required under the Lease
Agreement and such default remains uncured for more than ten (10) days;
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d. Upon the fourth (4th) occurrence of a payment default under
the Lease Agreement of any duration subsequent to the delivery of the Letter of
Credit;
e. A breach in any of the covenants described in Section 4
hereinbelow and incorporated into the Lease Agreement by reference contained in
Section 4 hereinbelow, and such breach remains uncured for a period of more than
ninety (90) days from the date that either Lessor or Lessee advises the other of
the breach of covenant; or
f. The occurrence of an Event of Default under and as defined
in the Congress Loan Agreement (as defined in Section 4 hereof) and the
commencement by Congress Financial Corporation (Central), its successors or
assigns (collectively "Congress"), of remedial or collection action pursuant to
the terms of the Congress Loan Agreement.
3. Any funds received by Lessor as a result of a draw on the Letter of
Credit will be applied to satisfy the obligations of Lessee under the Lease
Agreement and Operative Documents.
4. Any breach of one or more of the covenants contained in Section 9 of
the Loan and Security Agreement by and among the Lessee and its subsidiaries and
Congress Financial Corporation (Central), dated January 26, 2000 ("Congress Loan
Agreement"), as the covenants may be modified or amended from time to time so
long as such modification or amendment is acceptable to Lessor, shall be deemed
a default under the Lease Agreement. The covenants contained in the Congress
Loan Agreement will control over and supersede the covenants, including any
financial covenants and ratios, contained in the Lease Agreement. Lessee shall
provide promptly to Lessor copies of any and all compliance certificates
required under the Congress Loan Agreement and notices of default received by
Lessee or any of its subsidiaries pursuant to the terms of the Congress Loan
Agreement.
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5. Notwithstanding contrary provisions of the Lease Agreement, the
rental rate under the Lease Agreement shall be adjusted to reflect a per annum
interest rate equal to (i) the prime rate of Bank One, NA ("Bank One") from time
to time in effect plus 50 basis points through the period from the date hereof
through December 31, 2001 and (ii) the prime rate of Bank One from time to time
in effect plus 200 basis points for the period subsequent to December 31, 2001
until maturity, in each case computed on the basis of a 360 day year for the
actual number of days elapsed; provided, however, that the rental rate under the
Lease Agreement will be adjusted, to the extent necessary, to reflect a per
annum interest rate equal to the prime rate of Bank One from time to time in
effect plus 50 basis points in the event the interest of the Lessee under the
Lease Agreement is sold to a purchaser acceptable to the Lessor. In all cases,
changes in the interest rate shall occur immediately upon any change in the
prime rate and the rental payments shall be adjusted to reflect each change in
the prime rate.
6. Lessee hereby consents to the assignment of the Letter of Credit
from Lessor to Bank One as collateral for Bank One's Loan to Lessor, and Lessee
covenants and agrees to cooperate and execute any documentation reasonably
requested by Lessor to facilitate such assignment.
7. The Lessee agrees to reimburse Lessor, its parent or affiliate or
Bank One for the costs of appraisal conducted on the Leased Property and such
other costs, including reasonable legal fees, in connection with issuing the
Letter of Credit and related documentation.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the day and year first written above.
ASSET HOLDINGS COMPANY VI, LLC.
By:________________________________________
Name:______________________________________
Title:_____________________________________
HUFFY CORPORATION
By:________________________________________
Name.______________________________________
Title:_____________________________________