AMENDMENT NO. 5
This AMENDMENT NO. 5 (this "Amendment") to the Credit Agreement (as
defined below) is entered into as of March 7, 1997 by and among The Xxxxxxx
Company, Inc. (the "Company"), certain foreign subsidiaries of the Company
party thereto (each a "Foreign Borrower" and, collectively, together with the
Company, the "Borrowers"), the Lenders (as defined below) party hereto and
Credit Suisse First Boston, New York Branch, as agent for the Lenders (in
such capacity, the "Agent") and as the issuing bank of certain letters of
credit (the "Issuing Bank").
WHEREAS, the Borrowers, certain lenders (the "Lenders"), the
Issuing Bank and the Agent are party to the Amended and Restated Credit
Agreement dated as of August 3, 1995 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"; capitalized terms used
but not defined herein shall have their respective meanings specified in the
Credit Agreement); and
WHEREAS, the Borrowers have requested that the Lenders, the Issuing
Bank and the Agent agree, and the Lenders party hereto, the Issuing Bank and
the Agent are willing, to amend the Credit Agreement, on the terms and
conditions of this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
SECTION
1. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the satisfaction
of the conditions to effectiveness specified in Section 7 hereof, the Credit
Agreement is hereby amended as follows:
(a) AMENDMENTS TO SECTION 1.01 (CERTAIN DEFINED TERMS).
(i) Section 1.01 shall be amended by inserting each of the following
definitions in its appropriate alphabetic location:
"'CAPITAL EXPENDITURES' means, for any Person for any period, the
sum, without duplication, of (a) all expenditures made, directly or
indirectly,
1
by such Person or any of its Subsidiaries during such period for
equipment, fixed assets, real property or improvements, or for
replacements or substitutions therefor or additions thereto, that have
been or should be, in accordance with GAAP, reflected as additions to
property, plant or equipment on a balance sheet of such Person or any
such Subsidiary, PLUS (b) other amounts that would, in accordance with
GAAP, be set forth as capital expenditures on a statement of cash flows
or similar statement of such Person or any of its Subsidiaries for such
period, PLUS (c) the aggregate principal amount of all Debt (including
Debt under Capitalized Leases) assumed or incurred in connection with any
such expenditures."
"'COLLATERAL DOCUMENTS' means any security agreement, pledge
agreement, mortgage, deed of trust or collateral assignment or other
document made by the Company or any of its Subsidiaries under which any
Lien is created or arises that secures the Obligation of any Borrower
hereunder or the Obligations of the Guarantors under the Subsidiary
Guaranty."
"'QUALIFIED CASH' means, as of any date, the aggregate amount in
excess of $5,000,000 as of such date of cash held for, and of any
Permitted Investment described in clause (h) of the definition thereof
by, the Company and any of its Domestic Subsidiaries that is a Guarantor,
up to a maximum aggregate amount of $20,000,000 for such date, which cash
or Permitted Investment shall not be subject to any Lien or escrow and
shall be held free and clear of any adverse claim other than (i) any
right of set-off arising under this Agreement or (ii) any Lien referred
to in Section 5.01(q); PROVIDED that any cash included in such amount in
excess of $5,000,000 is held by a Lender."
(ii) The definition of "Applicable Margin" in Section 1.01 shall be
amended as follows:
(A) the table that sets forth the Applicable LIBOR Loan Margin
opposite the Total Debt to EBITDA Ratio shall be deleted in its entirety,
and the table set forth on Attachment I shall be substituted therefor;
and
(B) the table that sets forth the Applicable LIBOR Loan Margin for
Local Loans opposite the Total Debt to EBITDA Ratio shall be deleted in
its entirety, and the table set forth on Attachment II shall be
substituted therefor.
2
(iii) The definition of "EBITDA" in Section 1.01 shall be amended by
deleting the definition thereof in its entirety and substituting the
following therefor:
"'EBITDA'" means, for any fiscal period of the Company and its
consolidated Subsidiaries, net income (or net loss) PLUS the sum of (a)
interest expense, net of interest and other investment income, (b) income
tax expense, (c) depreciation expense, (d) amortization expense, (e)
non-cash write-downs or write-offs of depreciable or amortizable items
and other non-cash charges included in determining net income, (f) net
extraordinary losses included in determining net income, (g) net losses
on the sale of assets other than asset sales in the ordinary course of
business and (h) (i) with respect to any period that includes the third
or the fourth fiscal quarter of 1996, restructuring charges in an amount
not to exceed $64,800,000 taken in such fiscal periods, and (ii) with
respect to any period that includes any quarter in fiscal year 1997,
restructuring and rationalization charges recognized in such fiscal
quarters of fiscal year 1997 in an amount that, when aggregated with all
such charges recognized in fiscal year 1997 pursuant to this clause
(h)(ii), does not exceed $30,000,000 (PROVIDED that in connection, and
concurrent, with the recognition of charges described in this clause
(h)(ii), the Company shall provide to the Agent, with copies for each
Lender, a detailed description of such charges and an explanation of the
Company's recognition of such charge in such fiscal year, certified by
the chief financial officer of the Company), LESS the sum of (a) net
extraordinary gains included in net income, (b) net gains on the sale of
assets other than asset sales in the ordinary course of business, and (c)
non-cash credits included in determining net income."
(iv) The definition of "Loan Documents" in Section 1.01 shall be deleted
in its entirety and the following shall be substituted therefor:
"'LOAN DOCUMENTS' means, collectively, this Agreement, the Company
Guaranty, the Subsidiary Guaranty, the Collateral Documents, if any, and
each Trade Letter of Credit Agreement."
(v) The definition of "Total Debt to EBITDA Ratio" in Section 1.01 shall
be amended by inserting the following immediately prior to the final
period thereof:
3
"; PROVIDED that, with respect to the calculation pursuant to this
definition of the amount of Debt of the Company and its Subsidiaries as
at any date, such amount may be reduced by the amount of Qualified Cash
as of such date"
(b) AMENDMENT TO SECTION 2.02(d)(i) (LETTERS OF CREDIT). Section
2.02(d)(i) of the Credit Agreement shall be amended by deleting from the
fourth sentence thereof the number "$20,000,000" and substituting
"$75,000,000" therefor.
(c) AMENDMENT TO SECTION 5.01(k) (MAINTENANCE OF TOTAL DEBT TO
EBITDA RATIO). Section 5.01(k) of the Credit Agreement shall be amended by
(i) inserting immediately after the words "each fiscal quarter of the
Company" the words "THAT ENDS DURING A PERIOD SET FORTH BELOW" and (ii)
deleting in its entirety the table that sets forth the Total Debt to EBITDA
Ratio, and the table set forth on Attachment III shall be substituted
therefor.
(d) AMENDMENT TO SECTION 5.01(l) (MAINTENANCE OF INTEREST COVERAGE
RATIO). Section 5.01(l) of the Credit Agreement shall be amended by (i)
deleting in its entirety the table that sets forth the Interest Coverage
Ratio, and the table set forth on Attachment IV shall be substituted therefor
and (ii) inserting immediately after such table the following words:
"PROVIDED THAT, with respect to any such determination that is to be
made as of the end of any of the first three fiscal quarters in fiscal
year 1997 of the Company, such determination shall be made for the period
from January 1, 1997 to the end of such fiscal quarter."
(e) AMENDMENT TO SECTION 5.01(n) (REPORTING REQUIREMENTS). Section 5.01(n)
of the Credit Agreement shall be amended by:
(i) deleting from clause (B) of paragraph (iii) thereof the reference
"Sections 5.01(j), (k), (l) and (m)" and substituting "Sections 5.01(j),
(k), (l), (m), (o), (p) and (q) and Sections 5.02(b), (e), (f) and (q)"
therefor; and (ii) deleting from clause (B) of paragraph (iv) thereof the
reference "Sections 5.01(j), (k), (l) and (m) and Section 5.02(b), (e) and
(f)" and substituting "Sections 5.01(j), (k), (l), (m), (o), (p) and (q)
and Sections 5.02(b), (e), (f) and (q)" therefor.
(f) FURTHER AMENDMENTS TO SECTION 5.01. Section 5.01 of the Credit
Agreement shall be further amended by inserting the following immediately
after Section 5.01(n):
"(O) MAINTENANCE OF MINIMUM CUMULATIVE EBITDA. Maintain EBITDA,
determined as of the end of each fiscal quarter of the Company, the end
of which occurs on a date set forth below, for the fiscal period
(treated as one accounting period) commencing on January 1, 1997 and
ending on a date set forth below, of not less than the amount set forth
below opposite the date on which the end of such fiscal quarter occurs:
4
Cumulative
End of Fiscal Quarter EBITDA
---------------------------- --------------------------
March 31, 1997 $ 25,000,000
June 30, 1997 $ 80,000,000
September 30, 1997 $100,000,000
December 31, 1997 $110,000,000
PROVIDED that with respect to any disposition of any Subsidiary of
the Company, or any line of business of the Company or any of its
Subsidiaries, at least 75% of the proceeds of which disposition are Net
Cash Proceeds that are applied in accordance with Section 2.09(b)(i)
without giving effect to the first parenthetical thereof, the EBITDA
required by this Section 5.01(o) for any fiscal period ending after such
disposition shall be reduced by an amount, which, (i) when aggregated
with all other such amounts, shall not exceed $10,000,000, and (ii) is
equal to the EBITDA that was attributable to such Subsidiary or line of
business for the portion of the immediately preceding fiscal year that
corresponds to the portion of the then current fiscal year for which the
results of such Subsidiary or line of business are not included in the
consolidated financial statements of the Company due to such disposition,
and the Company shall provide to the Agent, with copies for each Lender,
a detailed description of such amounts, certified by the chief financial
officer of the Company.
(p) MAINTENANCE OF MAXIMUM TOTAL DEBT. Have Debt (other than
Excluded Debt) of the Company and its Subsidiaries, determined as at the
end of each fiscal quarter of the Company, the end of which occurs on a
date set forth below, of not more than the amount set forth below
opposite the date on which the end of such fiscal quarter occurs:
5
Fiscal Quarter
------------------ ----------
Ending On or About Total Debt
------------------ ----------
6
March 31, 1997 $730,000,000
June 30, 1997 $710,000,000
September 30, 1997 $640,000,000
December 31, 1997 $630,000,000
PROVIDED that, with respect to the calculation pursuant to this
Section 5.01(p) of the amount of Debt of the Company and its Subsidiaries
as at any date, such amount may be reduced by the amount of Qualified Cash
as of such date.
(q) COLLATERAL. If, as of the end of fiscal quarter of the Company
ending on December 31, 1997, the ratio of Debt (other than Excluded Debt)
of the Company and its Subsidiaries outstanding as of such date to
consolidated EBITDA of the Company for the period of four (4) fiscal
quarters then ended exceeds 5.70, the Company and each of its Domestic
Subsidiaries shall xxxxx x Xxxx on substantially all of the assets of
such Person to secure the Obligations of such Person under any Loan
Document to which such Person is party, and the Company and each of its
Domestic Subsidiaries shall promptly (and in any event within 30 days) of
the earlier of the date of delivery to the Agent of the financial
statements of the Company with respect to such quarter or the date on
which such delivery is required under Section 5.01(n), (i) execute and
deliver to the Agent such Collateral Documents as the Agent shall
reasonably deem necessary or advisable to grant to the Agent, for the
benefit of the Lenders and the Issuing Bank, a Lien on such assets, each
such Collateral Document being in form and in substance reasonably
satisfactory to the Agent, (ii) take all actions necessary or reasonably
advisable to cause such Liens to be duly perfected to the extent required
by such Collateral Documents in accordance with all applicable law
including, without limitation, the filing of financing statements in such
jurisdictions as may be reasonably requested by the Agent and the
delivery to the Agent of certificated securities and other instruments
required to be pledged in accordance with such Collateral Documents,
(iii) deliver to the Agent legal opinions relating to the matters
described in the immediately preceding clauses (i) and (ii), which
opinions shall be in form and in substance, and from counsel, reasonably
satisfactory to the Agent and (iv) execute and deliver such further
documents and do such other acts as the Agent may reasonably request,
including, without limitation, providing for the Agent, for the benefit
of the Lenders, to be named as beneficiary on such insurance policies
with respect to any assets as to which such a Lien is granted, as the
Agent may reasonably request; PROVIDED that, with respect to
7
the calculation pursuant to this Section 5.01(q) of the amount of Debt of
the Company and its Subsidiaries as at any date, such amount may be
reduced by the amount of Qualified Cash as of such date. In connection
with the granting by any Person of any Lien under this Section 5.01(q),
if, and to the extent, required to do so under any outstanding Long-Term
Note or any outstanding Additional Long-Term Note, in each case issued by
the Company on or prior to June 25, 1996, such Person may make provision
to secure any such Long-Term Note or any such Additional Long-Term Note
equally and ratably with the Obligations secured pursuant to this Section
5.01(q). Notwithstanding the foregoing, none of the Company or any
Domestic Subsidiary shall be required to pledge more than 66% of the
capital stock of any Foreign Subsidiary held by such Person."
(g) AMENDMENT TO SECTION 5.02 (NEGATIVE COVENANTS). Section 5.02 of
the Credit Agreement shall be further amended by inserting the following after
Section 5.02(p) thereof:
"(q) CAPITAL EXPENDITURES. Make, or permit any of its Subsidiaries
to make, any Capital Expenditures that would cause the aggregate of all
such Capital Expenditures made by the Company and any of its Subsidiaries
in any fiscal year of the Company set forth below to exceed the amount
set forth below for such fiscal year:
FISCAL YEAR AMOUNT
----------- -----------
1997 $35,000,000
1998 $37,000,000
PROVIDED, HOWEVER, that the amount set forth above for the 1998
fiscal year of the Company may be increased by a maximum of $7,000,000 by
carrying over to such fiscal year the amount of Capital Expenditures
permitted hereunder to be made in the Company's 1997 fiscal year that are
not made in such fiscal year.
(r) FISCAL YEAR. Permit any fiscal quarter of the Company to end
on a day other than the last day of March, June, September or December,
or permit the fiscal year of the Company to end on a day other than the
last day of December."
(h) AMENDMENT TO SECTION 6.01 (EVENTS OF DEFAULT). Section 6.01 of the
Credit Agreement shall be amended by deleting clause (i) of paragraph (c)
thereof in its entirety and substituting the following therefor:
(i) Any Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 5.01(c), 5.01(d), 5.01(i),
5.01(j), 5.01(k), 5.01(l), 5.01(m), 5.01(n)(i), 5.01(o), 5.01(p), 5.01(q)
or 5.02 of this Agreement; or
8
SECTION 1. FURTHER AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the
satisfaction of the conditions to effectiveness specified in Section 8 hereof,
the Credit Agreement is hereby amended as follows:
(a) AMENDMENT TO SECTION 1.01 (CERTAIN DEFINED TERMS). Section 1.01
shall be amended by inserting the following definition in its appropriate
alphabetic location:
"'SUPERMAJORITY LENDERS' means, at any time, Lenders (other than
Affiliates of the Company) holding an Equivalent Dollar Amount of Term
Loans and having aggregate Revolving Credit Commitments (or, after
termination of the Revolving Credit Commitments, having an outstanding
principal amount of Revolving Credit Loans, after giving effect to
Section 2.14) in excess of 66-2/3% of the sum of (a) the Equivalent
Dollar Amount of the aggregate principal amount of Term Loans then
outstanding PLUS (b) the then-effective Revolving Credit Facility (or,
after termination of the Revolving Credit Facility, the aggregate
principal amount of Revolving Credit Loans outstanding, after giving
effect to Section 2.14) (in each case excluding Term Loans and Revolving
Credit Loans held by, and Revolving Credit Commitments of, Lenders that
are Affiliates of the Company)."
(b) AMENDMENT TO SECTION 8.01 (AMENDMENTS, ETC.). Section 8.01 of the
Credit Agreement shall be amended by inserting the following words immediately
prior to the final period thereof:
"; provided, further, that no amendment, waiver or consent shall, unless
in writing and signed by or consented to by Supermajority Lenders, waive
or amend Section 5.01(q)"
SECTION 2. WAIVER. Subject to the satisfaction of the conditions to
effectiveness specified in Section 7 hereof, application of Section 5.02(e) is
hereby waived solely with respect: (i) the payment to ADG by the Company or
any Subsidiary of an aggregate amount not in excess of $2,700,000 with respect
to the transfer of substantially all of the outstanding capital stock of
Camping Gaz International Deutschland GmbH to the Company or any Wholly-Owned
Subsidiary of the Company, (ii) the payment to ADG by the Company or any
Subsidiary of an aggregate amount not in excess of $900,000 with respect to
the transfer of substantially all of the outstanding capital stock of Camping
Gaz Great Britain Ltd. to the Company or any Wholly-Owned Subsidiary of the
Company, and (iii) the payment to ADG by the Company or any Subsidiary of an
aggregate amount not in excess of $500,000 with respect to the transfer of
substantially all of the outstanding capital stock of Camping Gaz Italie
S.r.l. to the Company or any Wholly-Owned Subsidiary of the Company.
9
SECTION 0. REPRESENTATIONS AND WARRANTIES. Each Borrower represents and
warrants as of the date hereof that: (a) this Amendment has been duly executed
and delivered by such Borrower and that this Amendment constitutes such
Borrower's legal, valid and binding obligation, enforceable against such
Borrower in accordance with its terms, (b) after giving effect the amendments
contemplated hereby, no Default has occurred and is continuing and (c) the
representations and warranties in Article IV of the Credit Agreement are true
and correct in all material respects on and as of the date hereof (or, if any
such representation or warranty is expressly stated to have been made as of a
specific earlier date, as of such date). It shall be an Event of Default for
all purposes of the Credit Agreement if any of the representations and
warranties made herein shall be, or shall prove to have been, false or
misleading as of the time made in any material respect.
SECTION 0. CONFIRMATION OF COMPANY GUARANTY. The Company hereby (a)
reaffirms and restates as of the date hereof the obligations of the Company
pursuant to the Company Guaranty, (b) confirms that the Guaranteed Obligations
(as defined in the Company Guaranty) shall include, without limitation, the
Obligations of each Foreign Borrower under the Credit Agreement and each other
Loan Document, as each may be amended hereby and (c) agrees that each
reference to the Credit Agreement or words of similar import in each Loan
Document shall be a reference to the Credit Agreement as amended hereby.
SECTION 0. NO OTHER CONSENTS, WAIVERS OR AMENDMENTS. Except as
specifically provided in this Amendment, no other consents, waivers or
amendments are made or permitted hereby to the Credit Agreement. All other
terms and conditions of the Credit Agreement remain in full force and effect
and apply fully to this Amendment.
SECTION 0. EFFECTIVENESS. This Amendment (other than Section 2 hereof)
shall become effective on the date (the "Amendment Effective Date") that the
following conditions precedent shall have been satisfied:
(a) The receipt by the Agent of all fees of the Agent and the Lenders
that are due to the extent such fees have been presented to a Borrower
for payment;
(b) The receipt by the Agent of the following documents (each document
to be received by the Agent shall be in form and substance satisfactory
to the Agent):
(i) a copy of this Amendment, duly executed by the
Borrowers, the Agent and Required Lenders;
(ii) a copy of the Confirmation of Subsidiary Guaranty
that follows the signature pages hereof, duly executed by each of
the Subsidiaries party to the Subsidiary Guaranty; and
(iii) such other approvals, opinions or documents as the
Required Lenders or the Agent may reasonably request.
(c) Each of the representations and warranties made by each Borrower in
Section 4 hereof shall be true and correct.
10
(d) No event has occurred and is continuing that constitutes a Default
under the Credit Agreement on the date hereof or on the Amendment
Effective Date, in each case after giving effect to this Amendment.
Upon such effectiveness, the Agent shall promptly notify the Company and each
of the Lenders of such effectiveness.
Section 7. EFFECTIVENESS OF SECTION 2. Section 2 of this Amendment
shall become effective on the date that the following conditions precedent
shall have been satisfied:
(a) The Amendment Effective Date shall have occurred; and
(b) The receipt by the Agent of a copy of this Amendment, duly executed
by the Borrowers, the Agent and each Lender.
Upon such effectiveness, the Agent shall promptly notify the Company and each
of the Lenders of such effectiveness.
SECTION 0. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, each of which shall be identical and all of which, when taken
together, shall constitute one and the same instrument, and any of the parties
hereto may execute this Amendment by signing any such counterpart.
SECTION 0. BINDING EFFECT. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
SECTION 0. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
THE XXXXXXX COMPANY, INC., as a
Borrower
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
XXXXXXX JAPAN CO., LTD., as a Borrower
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
XXXXXXX (DEUTSCHLAND) GmbH, as a
Borrower
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
XXXXXXX XXXXXX LIMITED, as a Borrower
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
XXXXXXX UK PLC, as a Borrower
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
12
COLEMAN SVB S.r.l., as a Borrower
By: /s/ XXXXXXX LENDERS
------------------------------------
Name: Xxxxxxx Lenders
Title: Director
CREDIT SUISSE FIRST BOSTON,
New York Branch, as Agent, Issuing
Bank and a Lender
By: /s/ XXXX XXXXXXXXX
------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Associate
THE CHASE MANHATTAN BANK, as a Lender
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
13
Citibank, N.A., as a Lender
By: /s/ XXXXX XXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Attorney-In-Fact
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Lender
By: /s/ XXXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
THE LONG TERM CREDIT BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY, as a Lender
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Deputy General Manager
NATIONSBANK (CAROLINAS), N.A., as a
Lender
By: /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Associate
TORONTO DOMINION (TEXAS), INC.,
as a Lender
By: /s/ XXXX XXXXXXX
------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
14
BOATMEN'S NATIONAL BANK, as a Lender
By: /s/ Signature illegible
------------------------------------
Name: Signature illegible
Title:
THE YASUDA TRUST & BANKING COMPANY,
LIMITED, CHICAGO BRANCH, as a Lender
By: /s/ XXXXXX X. XXXX
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Deputy General Manager
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender
By: /s/ XXXXXXX X. XXXX, XX.
------------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Director
THE FUJI BANK LIMITED, as a Lender
By: /s/ XXXXX XXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
15
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A., as a Lender
By: /s/ XXXXX XXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Deputy General Manager
By: /s/ XXX XXXXXXXX
------------------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
THE NIPPON CREDIT BANK, LTD., as a
Lender
By: /s/ WOSHIHIDE WATANABE
------------------------------------
Name: Woshihide Watanabe
Title: Vice President and Manager
THE BANK OF NEW YORK, as a Lender
By: /s/ XXXXXX XXXX
------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
INDUSTRIAL BANK OF JAPAN, as a Lender
By: /s/ TAKUYA HONJO
------------------------------------
Name: Takuya Honjo
Title: Sr. Vice President
00
XXXXX XXXX XX XXXXXXXXXX, N.A., as a
Lender
By: /s/ XXXXX XXXXXXXX
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
BANQUE XXXX AISE DU COMMERCE EXTERIEUR,
as a Lender
By: /s/ G. XXXXX XXXXXX
------------------------------------
Name: G. Xxxxx Xxxxxx
Title: Vice President
By: /s/ XXXXXXX X. XXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President - Group Manager
17
THE SUMITOMO BANK, LIMITED, NEW YORK
BRANCH, as a Lender
By: /s/ XXXX X. XXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Joint General Manager
FIRST BANK NATIONAL ASSOCIATION, as a
Lender
By: /s/ XXXXXX XXXXXX
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
18
ATTACHMENT I
APPLICABLE MARGIN
TOTAL DEBT TO APPLICABLE LIBOR
EBITDA RATIO LOAN MARGIN
------------- ----------------
Below 2.00 0.25%
At or above 2.00,
but below 2.50 0.325%
At or above 2.50,
but below 2.75 0.425%
At or above 2.75,
but below 3.25 0.50%
At or above 3.25,
but below 3.50 0.575%
At or above 3.50,
but below 3.75 0.80%
At or above 3.75,
but below 4.00 0.925%
At or above 4.00,
but below 4.25 1.125%
19
At or above 4.25,
but below 4.50 1.375%
At or above 4.50,
but below 4.75 1.625%
At or above 4.75,
but below 5.25 1.875%
At or above 5.25 2.125%
20
ATTACHMENT II
APPLICABLE MARGIN FOR LOCAL LOANS
TOTAL DEBT TO APPLICABLE LIBOR
EBITDA RATIO LOAN MARGIN
------------- ----------------
Below 2.00 0.35%
At or above 2.00,
but below 2.50 0.425%
At or above 2.50,
but below 2.75 0.525%
At or above 2.75,
but below 3.25 0.60%
At or above 3.25,
but below 3.50 0.675%
At or above 3.50,
but below 3.75 0.90%
At or above 3.75,
but below 4.00 1.025%
At or above 4.00,
but below 4.25 1.225%
21
At or above 4.25,
but below 4.50 1.475%
At or above 4.50,
but below 4.75 1.725%
At or above 4.75,
but below 5.25 1.975%
At or above 5.25 2.225%
22
ATTACHMENT III
MAINTENANCE OF TOTAL DEBT TO EBITDA RATIO
Period Ratio
--------------------------- -----
October 1, 1996 to and 6.25
including December 31, 1996
January 1, 1998 to and 5.75
including March 31, 1998
April 1, 1998 to and 5.50
including June 30, 1998
July 1, 1998 to and 5.00
including September 30, 1998
October 1,1998 to and 4.25
including June 30, 1999
July 1, 1999 to and 3.50
including December 31, 1999
January 1, 2000 and 3.00
thereafter
23
ATTACHMENT IV
MAINTENANCE OF INTEREST COVERAGE RATIO
Period Ratio
--------------------------- -----
October 1, 1996 to and 2.50
including December 31, 1996
January 1, 1997 to and 2.10
including March 31, 1997
April 1, 1997 to and 3.00
including June 30, 1997
July 1, 1997 to and 2.75
including September 30, 1997
October 1, 1997 to and 2.35
including December 31, 1997
January 1, 1998 to and 2.25
including March 31, 1998
April 1, 1998 to and 2.75
including June 30, 1998
July 1, 1998 to and 3.00
including September 30, 1998
October 1, 1998 to and 3.50
including June 30, 1999
July 1, 1999 and 4.00
thereafter
24
25
1
CONFIRMATION OF SUBSIDIARY GUARANTY
Each of the undersigned (the "Guarantors") hereby (i) approves, ratifies,
confirms and acknowledges the attached Amendment (the "Amendment"; terms
defined therein being used herein as therein defined), (ii) reaffirms and
restates as of the date hereof the obligations of such Guarantor pursuant to
the Subsidiary Guaranty dated as of May 4, 1994 (as supplemented by Supplement
No. 1 thereto dated as of March 9, 1995, by Supplement No. 2 thereto dated as
of July 14, 1995, by Supplement No. 3 thereto dated as of December 21, 1995
and by Supplement No. 4 thereto dated as of October 31, 1996, the "Subsidiary
Guaranty") by the Guarantors in favor of the Agent and (iii) agrees that each
reference to the Credit Agreement or words of similar import in each Loan
Document to which such Guarantor is party shall be a reference to the Amended
and Restated Credit Agreement, as amended by the Amendment. Each of the
undersigned further represents and warrants to each Lender and the Agent that
(a) this acknowledgment has been duly executed and delivered by such Guarantor
and constitutes such Guarantor's legal, valid and binding obligation,
enforceable in accordance with its terms, and, (b) immediately after giving
effect to the Amended and Restated Credit Agreement, as amended by the
Amendment, (i) no Default has occurred and is continuing and (ii) the
representations and warranties made by such Guarantor in Section 5 of the
Subsidiary Guaranty are true, correct and complete in all material respects as
if made on and as of the date hereof, except that any such representation or
warranty stated to relate to a specific earlier date is true and correct as of
such earlier date. It shall be an Event of Default for all purposes of the
Subsidiary Guaranty and the other Loan Documents if any of the representations
and warranties made herein shall be, or shall prove to have been, false or
misleading as of the time made in any material respect. Dated: March 7, 1997
GUARANTORS
AUSTRALIAN XXXXXXX, INC.
BEACON EXPORTS, INC.
XXXXXXX COUNTRY, LTD.
XXXXXXX POWERMATE, INC.
XXXXXXX POWERMATE COMPRESSORS, INC.
XXXXXXX SPAS, INC.
XXXXXXX VENTURE CAPITAL, INC.
KANSAS ACQUISITION CORP.
NIPPON XXXXXXX, INC.
XXXXXXX SAFETY & SECURITY PRODUCTS, INC.
SIERRA CORPORATION OF FORT XXXXX, INC.
GENERAL ARCHERY INDUSTRIES, INC.
XXXXXXX HOLDINGS INCORPORATED
WOODCRAFT EQUIPMENT COMPANY
RIVER VIEW CORPORATION OF BARLING, INC.
XXXXXXX ARGENTINA, INC.
2
By: /s/ XXXXX X. XXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Secretary
EASTPAK CORPORATION
EASTPAK MANUFACTURING CORPORATION
By: /s/ XXXXX X. XXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President-Law,
Administration & Development
and Secretary
3
