EXHIBIT 10.19
As of March 30, 2009
Premix-Marbletite Manufacturing
Co.,
DFH, Inc. and Just-Rite Supply,
Inc.
Re:
Amendment #10 (the "Amendment")
to the Consolidating, Amended and Restated Financing Agreement and
Security Agreement dated January 28, 2000 among Wachovia Bank,
National Association, successor by merger to Congress Financial
Corporation (Florida) ("Lender"), and Premix-Marbletite
Manufacturing Co., DFH, Inc. (formerly known as Acro Holdings,
Inc., formerly known as Acrocrete, Inc.) and Just-Rite Supply, Inc.
(collectively referred to herein as "Borrowers" and individually as
a "Borrower")
Ladies and Gentlemen:
Reference is made to that certain
Consolidating, Amended and Restated Financing Agreement and
Security Agreement dated January 28, 2000 (as the same has been or
may hereafter be amended or modified from time to time, the "Loan
Agreement") among Lender and Borrowers. As used herein, all
capitalized terms not defined herein shall have the respective
meanings set forth in the Loan Agreement.
WHEREAS, Borrowers and Lender desire to
modify certain terms of the Loan Agreement as hereinafter set
forth.
NOW, THEREFORE, in consideration of Ten
Dollars ($10.00) in hand paid, the mutual conditions and agreements
set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1.
Amendments to Loan
Agreement .
The Loan Agreement is hereby
amended as follows:
A.
By deleting the phrase "initial or any
renewal" in the definition of "Obligations" in Section 1.15
of the Loan Agreement.
B.
By adding the following Section
1.42 to the Loan Agreement immediately following Section
1.41 :
1.42 "Maturity Date" shall have the
meaning set forth in Section 12.1(a) hereof.
Premix-Marbletite, DFH and Just-Rite
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Amendment #10
C.
By deleting the phrase "or non-renewal"
from each of Sections 2.4(c) , 3.2 , 6.3(c) ,
6.4 , 9.4 and 11.5 of the Loan
Agreement.
D.
By adding the following introductory
language to Section 7.1 of the Loan Agreement immediately
prior to clause (a) thereof:
7.1
Collateral Reporting
E.
. Borrower shall provide Lender
with the following documents in a form satisfactory to
Lender:
E.
By deleting the first three sentences of
Section 12.1(a) of the Loan Agreement and by substituting in
lieu thereof the following:
This Agreement and the other Financing
Agreements shall become effective as of the date set forth on the
first page hereof and shall continue in full force and effect for a
term ending on June 1, 2009 (the "Maturity Date"), unless sooner
terminated pursuant to the terms hereof. Upon the effective
date of termination of the Financing Agreements (whether on or
before the Maturity Date), Borrower shall pay to Lender, in full,
all outstanding and unpaid Obligations and shall furnish cash
collateral to Lender in such amounts as Lender determines are
reasonably necessary to secure Lender from loss, cost, damage or
expense, including attorneys' fees and legal expenses, in
connection with any contingent Obligations, including issued and
outstanding letter of credit accommodations and checks or other
payments provisionally credited to the Obligations and/or as to
which Lender has not yet received final and indefeasible
payment.
No other parts, subsections, or sections
of the Loan Agreement are being modified or deleted.
2.
Conditions Precedent
. Each of the following is a condition precedent
to any obligation of Lender to extend Loans on terms other than
those set forth in the Loan Agreement prior to this
Amendment:
E.
All requisite corporate action and
proceedings in connection with this Amendment and the other
Financing Agreements shall be satisfactory in form and substance to
the Lender, and Lender shall have received all information, and
copies of all documents, including records of requisite corporate
actions and proceedings, which Lender may have requested in
connection therewith, in form and substance satisfactory to Lender
and its counsel;
F.
This Amendment and all other Financing
Agreements contemplated to be delivered in connection herewith
shall have been duly executed and delivered to Lender, in form and
substance satisfactory to Lender; and
3.
Acknowledgments
. Each Borrower certifies to Lender that (a)
(after giving effect to this Amendment) all representations and
warranties of such Borrower contained in the
Premix-Marbletite, DFH and Just-Rite
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Page 3
Amendment #10
Loan Agreement are true and correct as of
the date of this Amendment, except to the extent such
representations and warranties relate solely to an earlier date;
(b) no Event of Default under the Loan Agreement, or event which
with the
