EXHIBIT 4.10
April 21, 1999
Consolidated Products, Inc.
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Attention: Chief Financial Officer
Re: AMENDMENT TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
DATED AS OF SEPTEMBER 27, 1995
Ladies and Gentlemen:
Reference is made to that certain Note Purchase and Private Shelf
Agreement dated as of September 27, 1995 (as amended from time to time, the
"AGREEMENT") among Consolidated Products, Inc., an Indiana corporation (the
"COMPANY"), on the one hand, and The Prudential Insurance Company of America and
each "Prudential Affiliate" which becomes a party thereto (collectively,
"PRUDENTIAL"), on the other hand.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Agreement, the parties hereto agree as
follows:
SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Agreement is amended as follows:
1.1 Paragraph 1D of the Agreement is each hereby amended to delete in
its entirety the amount "$35,000,000" appearing therein and to substitute
therefor the amount "$50,000,000".
1.2 Paragraph 2B(2) of the Agreement is amended to delete in its
entirety clause (i) thereof and to substitute therefor the following: "(i)
April 21, 2002, and".
1.3 The Company and Prudential expressly agree and acknowledge that as
of April 21, 1999, the Available Facility Amount shall be $50,000,000; provided,
however, that no Notes may be issued under the Facility if, after giving effect
to such Note issuance, the aggregate outstanding principal amount owing by the
Company to Prudential and the Prudential Affiliates exceeds $75,000,000.
NOTWITHSTANDING THE FOREGOING, THIS AMENDMENT AND THE AGREEMENT HAVE BEEN
ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY
PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE
SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC
PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A
COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
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1.4 Paragraph 2B(8)(ii) of the Agreement is amended to add at the
end thereof the following:
"; provided, however, that no Issuance Fee shall be payable
with respect to the first $25,000,000 of Notes issued under the Facility in the
1999 calendar year".
SECTION 2. REPRESENTATION AND WARRANTY. The Company hereby
represents and warrants that no Default or Event of Default exists under the
Agreement as of the date hereof.
SECTION 3. CONDITIONS PRECEDENT. This letter shall be deemed effective
as of the date hereof upon (i) the return on or before April 30, 1999 by the
Company to Prudential of a counterpart hereof duly executed by the Company and
Prudential and (ii) the payment of a non-refundable $75,000 structuring fee by
the Company to Prudential on or before April 30, 1999. Upon execution hereof by
the Company, this letter should be returned to: Prudential Capital Group, ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Wiley ▇.
▇▇▇▇▇.
SECTION 4. REFERENCE TO AND EFFECT ON AGREEMENT. Upon the effectiveness
of this letter, each reference to the Agreement in any other document,
instrument or agreement shall mean and be a reference to the Agreement as
modified by this letter. Except as specifically set forth in Section 1 hereof,
the Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
SECTION 5. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE.
SECTION 6. COUNTERPARTS; SECTION TITLES. This letter may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. The section titles contained in this letter are and shall be
without substance, meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ P. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ WSA
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Vice President
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Agreed and Accepted:
CONSOLIDATED PRODUCTS, INC.
By: /s/ ▇▇▇▇▇ ▇. Bear
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▇▇▇▇▇ ▇. Bear
Senior Vice President/Administration and Finance
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