EXHIBIT 10.1
APS HOLDING CORPORATION - CREDIT AGREEMENT
SECOND AMENDMENT AND FIRST WAIVER, dated as of July 31, 1998 (this
"AMENDMENT") to the Revolving Credit, Term Loan and Guarantee Agreement, dated
as of February 2, 1998 (as heretofore amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"), among A.P.S., Inc., a Delaware corporation
and debtor-in-possession (the "COMPANY"), APS Holding Corporation, a Delaware
corporation ("HOLDING"), each of the direct and indirect Subsidiaries of the
Company party thereto (together with Holding, the "GUARANTORS"), each of which
Guarantors is a debtor-in-possession (the Company and the Guarantors,
collectively, the "DEBTORS"), the several banks and other financial institutions
from time to time party thereto (collectively, the "LENDERS"), and The Chase
Manhattan Bank, as agent for the Lenders (in such capacity, the "AGENT").
W I T N E S S E T H:
WHEREAS, the Debtors, the Lenders and the Agent are parties to the
Credit Agreement;
WHEREAS, the Debtors have requested that the Lenders agree to waive
compliance by the Debtors with certain covenants contained in the Credit
Agreement and, in connection therewith, amend certain provisions of the Credit
Agreement; and
WHEREAS, the Lenders are willing to agree to such requested waivers and
amendments, but only upon the terms and conditions of this Amendment;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the Company,
the Guarantors, the Lenders and the Agent hereby agree as follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise defined
shall have their respective meanings set forth in the Credit Agreement.
2. WAIVERS UNDER SECTION 8 (NEGATIVE COVENANTS). (a) The Lenders hereby
waive, until September 30, 1998, any Default or Event of Default arising by
reason of any failure by the Borrower to comply with subsection 8.1(a) (EBITDA)
of the Credit Agreement for the periods ending on the last day of the July, 1998
and August, 1998 fiscal months of the Borrower.
(b) The Lenders hereby waive any Default or Event of Default arising by
reason of any failure by the Borrower to comply with subsection 8.19 (Business
Plan) of the Credit Agreement, PROVIDED that the Borrower delivers on or before
August 28, 1998 to the Agent and each Lender a Chapter 11 operating plan/budget
covering at least the one-year period commencing on August 26, 1998 in form and
substance reasonably satisfactory to the Required Tranche A Lenders.
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3. AMENDMENTS TO SUBSECTION 4.8 (MANDATORY PREPAYMENT; COMMITMENT
TERMINATION; USE OF CASH). (a) Subsection 4.8(c) of the Credit Agreement is
hereby amended by deleting the phrase "on the first day of a month" contained in
such subsection and by substituting in lieu thereof the phrase "on the first day
of a calendar month or the last day of a fiscal month".
(b) Subsection 4.8(d) of the Credit Agreement is hereby amended by
deleting the references to the term "Maximum Outstanding Amount" contained in
such subsection and by substituting in lieu thereof references to "Maximum
Outstanding Amount(s)".
4. AMENDMENTS TO SUBSECTION 8.2 (LIMITATION ON INDEBTEDNESS). Subsections
8.2(c) and (d) of the Credit Agreement are hereby amended by deleting the
reference to "$5,000,000" contained in each such subsection and by substituting
in lieu thereof a reference to "$1,000,000".
5. AMENDMENT TO SUBSECTION 8.7 (LIMITATION ON LEASES). Subsection 8.7 of
the Credit Agreement is hereby amended by deleting the reference to "$3,000,000"
contained in such subsection and by substituting in lieu thereof a reference to
"$1,000,000".
6. AMENDMENT TO SUBSECTION 8.9 (LIMITATION ON CAPITAL EXPENDITURES).
Subsection 8.9 of the Credit Agreement is hereby amended by deleting the
references to "$3,900,000" and "$5,850,000" contained in such subsection and by
substituting in lieu thereof references to "$1,700,000" and "$2,000,000",
respectively.
7. AMENDMENT TO SUBSECTION 8.11 (LOANS AND OTHER INVESTMENTS BY AFCO).
Subsection 8.11 of the Credit Agreement is hereby amended by deleting the
references to "$3,500,000" and "$5,250,000" contained in such subsection and by
substituting in lieu thereof references to "$2,000,000" and "$2,250,000",
respectively.
8. AMENDMENT AND AGREEMENT WITH RESPECT TO SCHEDULE 2.1 (MAXIMUM
OUTSTANDING AMOUNT OF TRANCHE A LOANS). (a) Schedule 2.1 of the Credit Agreement
is hereby amended by deleting the information contained in such Schedule for the
months of July, August, September and October of 1998 and by substituting in
lieu thereof the following:
"MAXIMUM OUTSTANDING AMOUNTS
MONTH PEAK FISCAL MONTH END
July $65,000,000 $39,000,000
August $45,000,000 $35,000,000
September $45,000,000 $34,000,000
October $40,000,000 $30,000,000".
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(b) If the aggregate outstanding amount of the Tranche A Loans as of the
last day of any fiscal month set forth in Section 8(a) above exceeds the Maximum
Outstanding Amount for the end of such fiscal month, the Maximum Outstanding
Amount shall not be increased to the "Peak" amount unless and until (and without
prejudice to the Agent's and the Lenders' other rights and remedies) the
Borrower makes the mandatory prepayment required pursuant to subsection 4.8(c).
9. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. After giving effect to this
Amendment, the Debtors hereby represent and warrant that all representations and
warranties contained in the Credit Agreement are true and correct as of the date
hereof (unless stated to relate to a specific earlier date, in which case, such
representations and warranties shall be true and correct in all material
respects as of such earlier date) and that no Default or Event of Default shall
have occurred and be continuing or would result from the execution and delivery
of this Amendment.
10. CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall
become effective as of the date hereof upon receipt by the Agent of counterparts
of this Amendment duly executed by the Company, the Guarantors and Supermajority
Tranche A Lenders.
11. CONTINUING EFFECT; NO OTHER AMENDMENTS OR WAIVERS. Except as expressly
amended or waived pursuant to this Amendment, the Credit Agreement is and shall
continue to be in full force and effect in accordance with its terms, and this
Amendment shall not constitute the Lenders' consent or indicate their
willingness to consent to any other amendment, modification or waiver of the
Credit Agreement or the other Loan Documents, including without limitation, any
amendment, modification or waiver of any subsection amended or waived pursuant
to this Amendment for any other date or time period.
12. MISCELLANEOUS.
(a) This Amendment may be executed by the parties hereto on one or more
counterparts, and all of such counterparts shall be deemed to constitute one and
the same instrument. This Amendment may be delivered by facsimile transmission
of the relevant signature pages hereof.
(b) This Amendment shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.
A.P.S., INC.
By: /s/ XXXXX XXXXXXXXXXX
Title: Chief Financial Officer
GUARANTORS:
APS HOLDING CORPORATION
BIG A AUTO PARTS, INC.
AUTOPARTS FINANCE COMPANY, INC.
APS SUPPLY, INC.
AMERICAN PARTS SYSTEM, INC.
A.P.S. MANAGEMENT SERVICES, INC.
INSTALLERS' SERVICE WAREHOUSE, INC.,
PARTS, INC., PRESATT, INC.
By: /s/ XXXXX XXXXXXXXXXX
Title: Chief Financial Officer
THE CHASE MANHATTAN BANK, as Lender,
Issuing Bank and Agent
By: /s/ XXXXXXX X. XXXXXX
Title: Vice President
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BANK ONE, N.A.
By: /s/ XXXXXXX X. XXXXXX
Title: Vice President
BEAR, XXXXXXX & CO. INC.
By: __________________________
Title:
D. K. ACQUISITION PARTNERS, L.P.
By: X. X. Xxxxxxxx & Co., its General
Partner
By: /s/ XXXXXXX X. XXXXXXX
Title: General Partner
FOOTHILL CAPITAL CORPORATION
By: ______________________
Title:
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XXXXXXX SACHS CREDIT PARTNERS, L.P.
By: __________________________
Title:
NATIONAL BANK OF CANADA
By: /s/ E. XXXX XXXXXXX
Title: Group Vice President
By: __________________________
Title: Group Vice President
QUANTUM PARTNERS, LDC
By: /s/ XXXX X. XXXXXXX
Title: Attorney-in-Fact
SOCIETE GENERALE
By: __________________________
Title:
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UBS AG, LONDON BRANCH
By: __________________________
Title:
By: __________________________
Title:
WAYLAND INVESTMENT FUND, LLC
By: __________________________
Title:
XXXXX FARGO BANK (Texas), NATIONAL
ASSOCIATION
By: /s/ XXXXX XXXXXXX
Title: Vice President
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