SECOND AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
("Amendment"), dated as of September __, 2002, is by and between BADGER PAPER
XXXXX, INC., a corporation organized under the laws of the State of Wisconsin
("Borrower") and PNC BANK, NATIONAL ASSOCIATION ("PNC") as sole Lender and as
Agent under the Credit Agreement referred to below.
W I T N E S E T H:
WHEREAS, PNC and Borrower entered into a certain Revolving Credit and
Security Agreement, dated as of November 30, 2001, as amended by a First
Amendment to Revolving Credit and Security Agreement, dated as of April 30, 2002
(the "Credit Agreement");
WHEREAS, Borrower has requested that the Credit Agreement be amended as
set forth herein;
NOW, THEREFORE, in consideration of the terms and conditions contained
herein, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein and not otherwise
defined shall have the meanings provided for in the Credit Agreement.
2. AMENDMENT. Subject to satisfaction of the conditions precedent set
forth in Section 3 below, the Credit Agreement is hereby amended as follows:
"Life Insurance Assignments" shall mean, collectively, (i) the
Assignment of Policy as Collateral Security, signed November 30, 2001,
by Borrower in favor of Wisconsin Business Bank with respect to
Transamerica Occidental Life Insurance Company ("Transamerica") policy
number 41974199 on the life of Xxxxxxx X. Xxxxxx in the face amount of
$500,000, (ii) the Assignment of Policy as Collateral Security, signed
January 8, 2002, by Borrower in favor of Wisconsin Business Bank with
respect to Transamerica policy number 41976461 on the life of Xxxxxxx
X. Xxxxx in the face amount of $500,000, and (iii) the Assignment of
Policy as Collateral Security, signed April 16, 2002, by Borrower in
favor of Wisconsin Business Bank with respect to Transamerica policy
number 42002782 on the life of Xxxxxx X. Xxxx in the face amount of
$2,000,000."
2.1 Section 1.2 of the Credit Agreement is hereby amended by
restating the definition of Wisconsin Business Bank Loan contained
therein in its entirety to read as follows:
"Wisconsin Business Bank Loan" shall mean,
collectively, the term loan from Wisconsin Business Bank to
Borrower in the original principal amount of $5,000,000 and
the term loan from the Wisconsin Business Bank to Borrower in
the original principal amount of $2,000,000, each made
pursuant to the Wisconsin Business Bank Loan Documents."
2.2 Section 1.2 of the Credit Agreement is hereby amended by
restating the definition of Wisconsin Business Bank Loan Documents
contained therein in its entirety to read as follows:
"Wisconsin Business Bank Loan Documents" shall mean
the Business Loan Agreement, dated as of November 30, 2001,
between Wisconsin Business Bank and Borrower, the Amendment to
Business Loan Agreement and Related Documents, dated as of
November 30, 2001, between Wisconsin Business Bank and
Borrower, the Second Amendment to Business Loan Agreement and
Related Documents, dated as of September __, 2002, between
Wisconsin Business Bank and Borrower, the Promissory Note,
dated November 30, 2001, issued by Borrower to the Wisconsin
Business Bank in the principal amount of $5,000,000, the
Promissory Note, dated September __, 2002, issued by Borrower
to Wisconsin Business Bank in the principal amount of
$2,000,000, the Commercial Security Agreement, dated November
30, 2001, by Borrower in favor of Wisconsin Business Bank, the
Mortgage, dated November 30, 2001, by Borrower in favor of
Wisconsin Business Bank, the Mortgage, dated September __,
2002, by Borrower in favor of Wisconsin Business Bank and the
Life Insurance Assignments."
3. CONDITIONS PRECEDENT. This Amendment shall become effective upon the
delivery to Agent of executed counterparts of this Amendment and the following
additional items:
a. Executed copies of the Second Amendment to Business Loan
Agreement and Related Documents, dated as of August 15, 2002,
between Wisconsin Business Bank and Borrower, the Promissory
Note, dated August 15, 2002, issued by Borrower to Wisconsin
Business Bank in the principal amount of $2,000,000 and the
Mortgage, dated August 15, 2002, by Borrower in favor of
Wisconsin Business Bank; and
b. Such other items as Agent may reasonably request.
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4. EXPENSES. Borrower shall pay, upon demand, all reasonable attorneys'
fees and out-of-pocket costs of Agent and Lender in connection with this
Amendment and the agreements, documents and other items contemplated hereunder.
5. REAFFIRMATION OF GRANT OF SECURITY INTEREST. Borrower expressly
acknowledges and agrees that all collateral, security interests, liens, pledges
and mortgages heretofore, under this Amendment or hereafter granted to Agent
including, without limitation, such collateral, security interests, liens,
pledges and mortgages granted under the Credit Agreement and the Other Documents
and all supplements thereto, extend to and secure all of the obligations of
Borrower to Agent and Lenders, now existing or hereafter arising including,
without limitation, those arising in connection with the Credit Agreement, as
amended by this Amendment, upon the terms set forth in such agreements, all of
which security interests, liens, pledges and mortgages are hereby ratified,
reaffirmed, continued and approved.
6. MISCELLANEOUS.
6.1 Limited Nature of Amendment. The parties hereto
acknowledge and agree that the terms and provisions of this Amendment
amend, add to and constitute a part of the Credit Agreement. Except as
expressly waived or modified and amended by the terms of this
Amendment, all of the other tents and conditions of the Credit
Agreement and all documents executed in connection therewith or
referred to or incorporated therein remain in full force and effect and
are hereby ratified, reaffirmed, confirmed and approved.
6.2 Conflict. If there is an express conflict between the
terms of this Amendment and the terms of the Credit Agreement, or any
of the other agreements or documents executed in connection therewith
or referred to or incorporated therein, the terms of this Amendment
shall govern and control.
6.3 Counterpart. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
6.4 Representations and Warranties. Borrower represents and
warrants to Agent and Lenders as follows: (A) Borrower has all
necessary corporate power and authority to execute and deliver this
Amendment and perform its obligations hereunder, (B) this Amendment and
the Credit Agreement, as amended hereby, constitute the legal, valid
and binding obligations of Borrower and are enforceable against
Borrower in accordance with their terms; and (C) all representations
and warranties of Borrower contained in the Credit Agreement arid all
other agreements, instruments and other writings relating thereto are
true and complete as of the date hereof.
6.5 Governing Law. This Agreement was executed and delivered
in Chicago, Illinois and shall be governed by and construed in
accordance with the internal laws (as opposed to conflicts of law
provisions) of the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
BADGER PAPER XXXXX, INC
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: V.P. C.F.O.
PNC BANK, NATIONAL ASSOCIATION,
as Agent and Lender
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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