EXHIBIT 4.11
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
CONSOLIDATED PRODUCTS, INC., an Indiana corporation (the "Company") and
BANK ONE, INDIANA, NATIONAL ASSOCIATION, a national banking association (the
"Bank") agree as follows:
1. CONTEXT. This agreement is made in the context of the following agreed
statement of facts:
a. The Company and the Bank are parties to an Amended and Restated Credit
Agreement dated December 30, 1994, as amended from time to time to the
date hereof (collectively, the "Agreement").
b. The Company has requested that the Bank extend the Revolving Loan
Maturity Date to January 31, 2002, and the Bank has agreed to such
request subject to certain terms and conditions.
c. The parties have executed this document (this "Sixth Amendment") to
give effect to their agreement.
2. DEFINITIONS. Terms used in this Fifth Amendment with their initial
letters capitalized are used as defined in the Agreement, unless otherwise
defined herein. Section 1 of the Agreement is amended as follows:
a. AMENDED DEFINITION. The definition of "Revolving Loan Maturity
Date" is amended and restated in its entirety as follows:
"REVOLVING LOAN MATURITY DATE" means, as of the date of the
Sixth Amendment, January 31, 2002, and thereafter any
subsequent date to which the Commitment may be extended by
the Bank pursuant to the terms of Section 2.a(iv).
b. NEW DEFINITIONS. A new definition is added to Section 1 of the
Agreement to read as follows:
"SIXTH AMENDMENT" means the written amendment to this
Agreement entitled "Sixth Amendment to Amended and Restated
Credit Agreement" and dated effective as of March 27, 2000.
3. THE REVOLVING LOAN. The Bank hereby agrees to extend the Revolving
Loan Maturity Date from December 31, 2000 to January 31, 2002, under the
provisions of Section 2.a(iv) of the Agreement. The extension is subject to
execution and delivery by the Company to the Bank of a Revolving Note in the
form of EXHIBIT "A" attached to this Sixth Amendment.
4. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness
of this Fifth Amendment, the Bank shall have received, each duly executed and
in form and substance satisfactory to the Bank, this Sixth Amendment and the
following:
a. The Revolving Note.
b. A certified copy of resolutions of the Board of Directors of the
Company authorizing the execution and delivery of this Sixth
Amendment, the Revolving Note and any other document required
under this Sixth Amendment.
c. A certificate signed by the Secretary of the Company certifying
the name of the officer or officers authorized to sign this Sixth
Amendment, the Revolving Note and any other document
required under this Sixth Amendment, together with a sample of
the true signature of each such officer.
d. Such other documents as may be reasonably required by the Bank.
5. REPRESENTATION AND WARRANTIES. To induce the Bank to enter into
this Sixth Amendment, the Company represents and warrants, as of the date of
this Sixth Amendment, that no Event of Default or Unmatured Event of Default
has occurred and is continuing and that the representations and warranties
contained in Section 3 of the Agreement are true and correct, except that the
representations contained in Section 3.d refer to the latest financial
statements furnished to the Bank by the Company pursuant to the requirements
of the Agreement.
6. REAFFIRMATION OF THE AGREEMENT. Except as amended by this Sixth
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect.
IN WITNESS WHEREOF, the Company and the Bank, by their duly authorized
officers, have executed this Fifth Amendment to Amended and Restated Credit
Agreement effective on March 27, 2000.
CONSOLIDATED PRODUCTS, INC.
By: /s/ ▇▇▇▇▇ ▇. Bear
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Senior Vice President & Treasurer
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(Printed Name and Title)
BANK ONE, INDIANA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice
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President
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(Printed Name and Title)
