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SECOND AMENDMENT TO
SUBORDINATION AGREEMENT
EXHIBIT 10.3
THIS SECOND AMENDMENT TO SUBORDINATION AGREEMENT ("Amendment") is made
as of the 28th day of October, 1998, by and among D.I.Y. HOME WAREHOUSE, INC.,
(herein called the "Debtor"), NATIONAL CITY BANK, formerly known as National
City Bank, Columbus (herein called "NCB"), and OLD KENT BANK, formerly known as
Old Kent Bank and Trust Company (herein called "Old Kent") (NCB and Old Kent
each herein separately called a "Bank" and collectively called the "Banks"), and
EDGEMERE ENTERPRISES, INC. (formerly ▇▇▇ Lumber Co.) (herein called "Creditor").
WITNESSETH THAT:
WHEREAS, Banks, Debtor, and Creditor entered into a certain
Subordination Agreement dated December 7, 1994 as amended by a First Amendment
to Subordination Agreement dated December 22, 1995 (collectively, "Subordination
Agreement"), pursuant to which Creditor subordinated the Existing Debt (as
defined in the Subordination Agreement) of Debtor to Creditor in the original
principal amount of One Million Two Hundred Fifty Thousand Dollars
($1,250,000.00) to all indebtedness of Debtor to Banks;
WHEREAS, Banks and Debtor entered into a certain Revolving Credit
Agreement dated December 7, 1994, as amended, pursuant to which Banks agreed to
loan to Borrower on a revolving credit basis ("Loan") an aggregate amount not to
exceed Twenty-Three Million Dollars ($23,000,000.00); and
WHEREAS, Debtor, NCB and Old Kent desire that the Subordination
Agreement shall remain in full force and effect even though the Loan has been
repaid because Debtor is indebted to NCB on other loans;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor, Creditor and Banks agree as follows:
1. Payment of Loan. Debtor, Creditor and Banks acknowledge Debtor has
repaid the Loan in full.
2. Full Force and Effect. Notwithstanding the fact Debtor has repaid
the Loan, Creditor hereby acknowledges that the Subordination Agreement shall
remain in full force and effect until such time as Debtor has repaid any and all
other indebtedness (as defined in the Subordination Agreement) to NCB.
3. Ratification. The Subordination Agreement is in all respects
ratified and confirmed by the parties hereto, and the Subordination Agreement
and this Amendment shall be read, taken
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and construed as one and the same instrument. Except as modified hereby, the
Subordination Agreement remains unchanged.
4. Counterparts. This Amendment may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by each in manner and form sufficient to bind them and duly authorized
in the premises as of the day and year first above written.
NATIONAL CITY BANK, formerly D.I.Y. HOME WAREHOUSE, INC.
known as National City Bank, Columbus
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Vice President Its: V.P. - Chief Financial Officer
OLD KENT BANK, formerly known as EDGEMERE ENTERPRISES, INC.
Old Kent Bank and Trust Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
Its: Senior Vice President Its: President
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