EXHIBIT 10(e)(2)
MODIFICATION AND ALLONGE TO VARIABLE RATE
PROMISSORY NOTE AND LOAN AGREEMENT
This Modification and Allonge to Variable Rate Promissory Note and Loan
Agreement ("Agreement") is made effective this 1st day of August, 2002 by and
between Core Molding Technologies, Inc., a Delaware corporation formerly known
as Core Materials Corporation, a Delaware corporation ("Borrower") and KeyBank
National Association, a national banking association ("Lender").
BACKGROUND INFORMATION
A. Borrower delivered its Variable Rate Promissory Note to
Lender, dated December 3, 1997 (as subsequently amended,
"Note"), evidencing its agreement to repay advances made
thereunder up to $7,500,000 and executed a Loan Agreement on
even date therewith (as subsequently amended, "Loan
Agreement"). The Note, Loan Agreement and other loan documents
related thereto are collectively referred to as the "Loan
Documents".
B. The Note and Loan Agreement were previously modified to extend
the Maturity Date to August 1, 2002.
C. Borrower and Lender desire to amend further the Note and Loan
Agreement as provided herein.
The parties hereto acknowledge the accuracy of the foregoing Background
Information and for adequate consideration received hereby agree as
follows:
AGREEMENT
SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to them in the Note
and/or Loan Agreement.
SECTION 2. MODIFICATION OF MATURITY DATE. The following term set forth
in the Note and Loan Agreement shall have the meaning set forth below:
"Maturity Date" shall mean April 30, 2004.
SECTION 3. MODIFICATION OF NOTE. The following terms set forth in the
Note shall have the meanings set forth below:
"Variable Rate" the rate equal to the Prime Rate.
SECTION 4. AMENDMENT OF LOAN AGREEMENT. The Loan Agreement is hereby
amended as follows:
(a) Section 5, Fees. The second paragraph of Section 5 is hereby
deleted in its entirety and replaced with the following:
"Borrower shall also pay a fee to Lender in connection with
the Loan equal to 1/8% per annum of the unused portion of such
Loan during the previous calendar quarter, which fee shall be
due and payable within fifteen (15) days after receipt of an
invoice from Lender."
(b) Section 11, paragraph (b) is hereby deleted in its entirety
and replaced with the following:
"(b) Borrower shall not permit its Minimum Fixed Charge
Coverage Ratio to be less than 1.15 to 1.00 as
determined at the end of each fiscal quarter,
commencing September 30, 2002. This ratio shall be
tested quarterly on a rolling four (4) quarters
basis. For purposes of this paragraph Borrower's
fiscal quarter shall be deemed to end on March 31,
June 30, September 30 and December 31."
(c) Section 11, paragraph (c) is hereby deleted in its entirety
and replaced with the following:
"(c) Borrower shall not permit its Minimum Debt Service
Coverage Ratio to be less than 1.25 to 1.00 as
determined at the end of each fiscal quarter,
commencing September 30, 2002. This ratio shall be
tested quarterly on a rolling four (4) quarters
basis. For purposes of this paragraph Borrower's
fiscal quarter shall be deemed to end on March 31,
June 30, September 30 and December 31."
(d) Section 11, paragraph (e) is hereby deleted in its entirety
and replaced with the following:
"(e) Borrower shall maintain a Senior Funded Obligations
to EBITDAL ratio not to exceed 3.75 to 1.00 as
determined at the end of each fiscal quarter,
commencing September 30, 2002. This ratio shall be
tested quarterly on a rolling four (4) quarters
basis. For purposes of this paragraph Borrower's
fiscal quarter shall be deemed to end on March 31,
June 30, September 30 and December 31."
(e) Section 11, paragraph (d), the following definitions are
hereby substituted for the definitions set forth in the Loan
Agreement::
"MINIMUM FIXED CHARGE COVERAGE RATIO" means:
EBITDAL + Rent/Lease Expenses
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Interest Expense* + PPLTD +
Rent/Lease Expense +
Maintenance Capital Expenditures
(*"Interest Expense" excludes any accrued but not paid
Subordinated Debt interest.)
"SENIOR FUNDED OBLIGATIONS TO EBITDAL" means:
Senior Debt + Discounted Present Value of Future Lease Payment Stream**
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EBITDAL
(**discounted present value of 7.50% to be used in calculation
of Future Lease Payment Stream.)
All other accounting terms used herein and in the Loan
Agreement, unless otherwise defined, shall be construed in
accordance with GAAP.
(f) The following financial reporting requirements are hereby
added to the Loan Agreement:
(i) Within fifty (50) days of the last day of each month
commencing September 30, 2002, Borrower shall provide
Lender with Borrower's internally prepared financial
statements certified as true and correct by Borrower:
(ii) Within ninety-five (95) days of the end of each
fiscal year of Borrower, commencing with the fiscal
year 2002, Borrower shall provide its annual,
audited financial statements prepared by an
independent Certified Public Accountant, reasonably
acceptable to Lender:
(iii) Within fifty (50) days of the end of each fiscal
quarter commencing September 30, 2002 and within
ninety-five (95) of the end of each fiscal year
commencing with the fiscal year 2002, Borrower shall
deliver to Lender a completed Covenant Compliance
Certificate in the form reasonably acceptable to
Lender; and
(iv) Such other financial information as may be reasonably
be requested by Lender.
SECTION 5 CONDITIONS. The extension of the Maturity Date and the
modifications set forth herein are conditioned upon Borrower's full satisfaction
of the following conditions:
(a) Borrower shall deliver to Lender a fully-executed original of
this Agreement;
(b) Borrower shall deliver to Lender certified copies of
Borrower's corporate resolution authorizing the execution of
this Agreement;
(c) Borrower shall pay to Lender at the time of the execution and
delivery of this Agreement a fee of $10,000 (the "Renewal
Fee"); and
(d) Borrower shall pay all expenses incurred by Lender in
connection with this Agreement, including, but not limited to
, attorney's fees and expenses.
SECTION 6 ALLONGE. The parties agree that this Agreement shall be
firmly affixed to and become an allonge to the Note.
SECTION 7 EFFECT OF MODIFICATION. Except as expressly modified herein,
all of the terms and condition of the Note, Loan Agreement and Loan Documents,
as previously modified in writing, shall remain in full force and effect. All
security given for the Loan and all guarantees of the Loan, if any, shall
continue in full force and effect.
SECTION 8. REPRESENTATION AND WARRANTIES OF BORROWER. By execution of
Agreement, Borrower represents and warrants to Lender that:
(a) Borrower has full right, power and authority to execute this
Agreement and to perform all of its obligations thereunder;
(b) Upon execution of this Agreement by Borrower and Lender, no
uncured event of default exists under the Note, Loan Agreement
or Loan Documents;
(c) Borrower reaffirms its obligation to pay the Loan in full, the
validity and enforceability of the Note, Loan Agreement and
Loan Documents;
(d) Except to the extent otherwise disclosed to Lender, Borrower
affirms that all representations, warranties and covenants of
Borrower set forth in the Note, Loan Agreement and/or Loan
Documents are true and accurate.
SECTION 9. WAIVER OF JURY TRIAL. Borrower, after consulting or having
had the opportunity to consult with counsel, knowingly, voluntarily, and
intentionally waives any right it may have to a trial by jury in any litigation
based upon or arising out of this Agreement or any course of conduct, dealing,
statements (whether oral or written), or actions of Lender. Borrower shall not
seek to consolidate, by counterclaim or otherwise, any action in which a jury
trial has been waived with any other action in which a jury trial cannot be or
has not been waived.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year set forth above.
LENDER:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Roger D. Campbell
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Roger D. Campbell, Senior Vice President
BORROWER:
CORE MOLDING TECHNOLOGIES, INC.
By: /s/ Herman F. Dick, Jr.
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Herman F. Dick, Jr., Treasurer and Chief Financial Officer