Cannondale Corp – ‘10-Q/A’ for 9/28/96 – EX-26.8

As of:  Thursday, 11/14/96   ·   For:  9/28/96   ·   Accession #:  950123-96-6653   ·   File #:  0-24884

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Amendment to Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q/A      Amendment No. 1 to Form 10-Q                           3     10K 
 2: EX-26.8     Credit Agreement                                       4     19K 

EX-26.8   —   Credit Agreement
Exhibit Table of Contents

EX-26.8
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ABN-AMRO                                                                        
CREDIT AGREEMENT

The undersigned:                                                                
1.       Cannondale Europe B.V., established in Oldenzaal, hereinafter to be    
called "borrower",                                            
2.       ABN AMRO Bank N.V., established in Amsterdam, hereinafter to be called 
"ABN AMRO",                                                   

have agreed as follows:                                                         
On the basis of the information provided to ABN AMRO, the Borrower shall        
receive a facility under the conditions mentioned in this agreement and the     
attachments pertaining thereto. The facility shall serve to finance the         
Borrower's business operations.                                                 

The 5-year loan shall serve to fund working capital in particular.              

The credit liability shall serve for the benefit of issuing guarantees to       
foreign branches and/or affiliates of ABN AMRO, for the extension of credit     
lines to the borrower by these branches in question.                            

Size of the facility                    Hfl. 27,590,000                         
                            (used to be Hfl. 25,090,000)

Composition                                                                     
Current account credit                  Hfl. 20,000,000                         
                           (used to be Hfl. 2,500,000)
Credit liability                        Hfl. 2,500,000                          
     (new)
5-year loan                             Hfl. 5,000,000                          
     (new)
5-year loan (principal Hfl. 600,000)    Hfl. 90,000                             
          (residual)

The current account credit                                                      

Until further notice the following composition shall apply:                     
-        Hfl. 10,000,000 basic credit                                           
-        Hfl. 10,000,000 seasonal credit,                                       
valid from December 1 until June 1 of each year.              

The borrower may use a principal sum of Hfl 5,000,000.- of the basic credit and 
of the 5-year loan, up to a maximum of 50% of the purchase value or, if it is   
less, the market value to be determined by ABN AMRO of the inventory paid by    
the Borrower and given as collateral to ABN AMRO, and 50% of the total amount   
of the accounts receivable due ABN AMRO and given in collateral to ABN AMRO,    
all this in consideration of the credit's maximum amount, of course.            

In the matter of the seasonable credit and in deviation from the above, the     
Borrower may however utilize the maximum sum of 50% of the lesser of the        
purchase value or market value of the inventory paid by the Borrower, due to    
ABN AMRO and given as collateral to ABN AMRO, and of 70% of the total amount of 
the accounts receivable due ABN AMRO and given as collateral to ABN AMRO all    
this of course in consideration of the limit of the seasonal credit.            

Flourishes:      ABN AMRO                         Borrower:                     

/s/ Gerard S. Looijen                      /s/ L. Th. Middendorp  

EX-26.8
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ABN AMRO                                                                        

                                    Continuation of Credit Agreement, page 2

Unsuitable accounts receivable are at any rate the following:                   
-        older than three months                                                
-        not accepted by the Nederlandse Crediet Verzekering Maatschappij (NCM) 
-        internal, such as receivables from subsidiaries                        
-        involved in a facility.                                                

The credit liability shall be valid until the time of a renewal notice, except  
for changes.                                                                    

The existing 5-year loan with a principal in the amount of Hfl. 600,000.- shall 
remain unchanged and be maintained on the already existing conditions.          

The 5-year loan (new)                                                           

Withdrawal                                                                      

In one sum, by July 1, 1996 the latest.                                         

Redemption                                                                      

In one sum on July 1, 2001.                                                     

Rates                                                                           

The current account credit                                                      
-        Total debit interest annually             5.0% annually                
consisting of:                                                
- Basic interest                          3.50% annually      
Individual surcharge                    1.50% annually    

*        The basic interest consist of the promissory note discount rate        
        (2.50% annually), in addition to a debit interest surcharge (currently
0.50% annually), with a minimum of 3.50% annually.            

Flourishes:       ABN AMRO                  Borrower:                           

/s/ Gerard S. Looijen                /s/ L. Th. Middendorp        

EX-26.8
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ABN AMRO                                                                        

                                    Continuation of Credit Agreement, page 3

- OPTION III                                                                    
Variable interest, 5.6% annually                                                
The interest shall be paid quarterly in arrear, and for the first time on       
October 1, 1996. The interest shall be reviewed in the manner indicated under   
III.3 of the General Provisions for Extension of Credit by ABN AMRO and under   
the circumstances indicated therein.                                            

For the term after withdrawal of the 5-year loan, the interest will however     
never exceed 7.55% annually, i.e. the interest ceiling. If, during that period, 
the borrower wishes to convert the loan into a fixed interest loan or into a    
variable interest loan without interest ceiling, a 1% fee on the residual sum   
of the loan shall be due as of the date of conversion.                          

Guarantees and statements                                                       

-        Equitable mortgage in the amount of Hfl. 500,000 as principal, to be   
       increased with 40% for interest and expenses, on a tract of land with
       buildings, already existing and located in the "Hanzepoort" warehouse
     depot in Oldenzaal, which real property may not be encumbered other
    than with an equitable mortgage of the first rank in the amount of
      Hfl. 2,200,000, on behalf of ABN AMRO Onroerend Goed Lease B.V. (see
mortgage deed of 6/24/1991).                                  

-        Lien against inventory.                                                

At the beginning of each month ABN AMRO shall receive from the
       Borrower a list of the inventory and the outstanding accounts payable
       balance to the extent it involves unpaid suppliers as from the latest
preceding month.                                              

-        Lien against company inventory.                                        

-        Lien against accounts receivable.                                      

        Although the Borrower agrees to pledge these accounts to ABN AMRO on a
    continuous basis, the Borrower may - until further notice from ABN
      AMRO - suffice by making available to ABN AMRO a legally signed list
     of pledges at the beginning of each month specifying these accounts
receivable.                                                   

-        Subordination vis-a-vis ABN AMRO of the claim on the Borrower, in the  
      amount of US$ 5,067,000 from Cannondale Corporation, on the basis of
defined intercompany payments.                                

-        Letter of Intent from Cannondale Corporation.                          

-        Repurchase statement pertaining to the inventory, dated May 22, 1990,  
from Cannondale Corporation.                                  

Moreover, the guarantees that are applicable to the facilities extended by ABN  
AMRO to the Borrower, shall also apply to ABN AMRO Onroerend Goed and Amstel    
Lease Maatschappij and vice versa.                                              

Flourishes:      ABN AMRO                           Borrower                    

/s/ Gerard S. Looijen                      /s/ L. Th. Middendorp  

EX-26.8
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ABN AMRO                                                                        

                                        Continuation of Credit Agreement, page 4

Other provisions                                                                

-        The Borrower shall carry out his transactions as much as possible via  
ABN AMRO.                                                     

-        The attached General Provisions for Extension of Credit by ABN AMRO    
        dated December 1995 shall apply. By signing this Credit Agreement, the
        Borrower indicates to have received a copy of these General Provisions
and to have taken full cognizance thereof.                    

-        In addition to, or in deviation from the General Provisions for        
Extension of Credit by ABN AMRO, the following shall apply:   

    The Borrower may also utilize the credit to withdraw cash loans in
       guilders, up to a maximum of Hfl. 5,000,000. The terms and conditions
of these cash loans shall be set forth in a separate cash loan
agreement.                                                    

-        In addition to article III.5 of the General Provisions for Extension   
    of Credit by ABN AMRO, it is stipulated that the 5-year loan shall
     also be immediately due as soon as the Borrower's guarantee capital
should prove to amount to less than 25% of its corrected (i.e.
consolidated) balance sheet total.                            

-        As long as and to the extent the Borrower's guarantee capital is less  
than 30% of the (corrected) balance sheet total, no profit    
distributions whatsoever will take place.                     

        Within the framework of this credit agreement, Guarantee capital shall
        be defined as: the placed and paid-in share capital increased with the
       reserves, deferred tax liabilities (including any equalization as per
   the Law on Investment Account) and (also) any subordinated claims
 vis-a-vis ABN AMRO and less the intangible assets and claims on
       shareholders and/or the Board of Directors and the equity shares held
     by the Borrower, as shown in the (consolidated) annual statement of
    accounts, approved by a certified public accountant ABN AMRO deems
     suitable, or a competent accountant- administrative consultant, and
        according to the calculation method and valuation principles that were
applied in the annual statement of accounts as of 6/30/1995.  

Signature:                                                                      

Oldenzaal, dated June 20, 1996                     (city) 7/15/96, date         
ABN AMRO Bank N.V.                                 Cannondale Europe B.V.       
Branch: Oldenzaal, St. Biechelmusplein 9           Oldenzaal                    

/s/ Gerard S. Looijen                      /s/ L. Th. Middendorp  

In accordance with Rule 306 of Regulation S-T, I hereby represent on  
behalf of Cannondale Corporation that the foregoing is a fair and accurate      
English translation of the Credit Agreement between Cannondale Europe B.V. and  
ABN AMRO Bank N.V.                                                              

                             /s/ Lynn Den Daas
                              ------------------
                         Lynn Den Daas

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q/A’ Filing		Date		First		Last			Other Filings
		7/1/01		2
Filed on:		11/14/96
		10/1/96		3					10-K/A
For Period End:		9/28/96							10-Q,  10-Q/A
		7/1/96		2
		6/20/96		4
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