Exhibit 10.32
[EXECUTION COPY]
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT, dated as of June 26, 1998 (this "Amendment"), to
the Credit Agreement referred to below is among AAF-XxXXXX INC. (formerly known
as SnyderGeneral Corporation), a Delaware corporation (the "U.S. Borrower") and
the Lenders parties hereto.
W I T N E S S E T H:
WHEREAS, the U.S. Borrower, certain financial institutions from time to
time parties thereto (the "Lenders"), The Bank of Nova Scotia ("Scotiabank") and
Bank Bumiputra Malaysia Berhad, New York Branch as the managing agents
(collectively referred to as the "Managing Agents") for the Lenders, and
Scotiabank as the administrative agent (the "Administrative Agent") for the
Lenders have entered into the Credit Agreement, dated as of July 21, 1994 (as
amended or otherwise modified prior to the date hereof, the "Existing Credit
Agreement");
WHEREAS, the U.S. Borrower has requested the Lenders to amend the
Existing Credit Agreement in certain respects as set forth below; and
WHEREAS, the Lenders are willing, on and subject to the terms and
conditions set forth below, to amend the Existing Credit Agreement as provided
below (the Existing Credit Agreement, as amended pursuant to the terms of this
Amendment, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the U.S. Borrower and the Lenders hereby agree as
follows.
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):
"Amendment" is defined in the preamble.
"Credit Agreement" is defined in the third recital.
"Existing Credit Agreement" is defined in the first recital.
"Sixth Amendment Effective Date" is defined in Subpart 3.1.
SUBPART 1.2. Other Definitions. Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
PART II
AMENDMENTS TO THE
EXISTING CREDIT AGREEMENT
Effective on June 26, 1998 (subject to the terms of Part III), the
Existing Credit Agreement is hereby amended in accordance with this Part II, and
except as so amended or modified by this Amendment, the Existing Credit
Agreement shall continue in full force and effect in accordance with its terms.
SUBPART 2.1. Amendments to Article I. Article I of the Existing Credit
Agreement is hereby amended in accordance with Subparts 2.1.1 and 2.1.2.
SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in such Section in the
appropriate alphabetical order:
"Sixth Amendment" means the Sixth Amendment to this Agreement,
dated as of June 26, 1998, among the U.S. Borrower and the Lenders
parties thereto.
"Sixth Amendment Effective Date" is defined in Subpart 3.1 of
the Sixth Amendment.
SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement is hereby
further amended as follows:
(i) the definition of "Excluded Charges" contained in Section
1.1 is hereby amended by deleting the word "and" at the end of clause
(b), re-lettering clause (c) as clause (d), and adding a new clause
(c), to read as follows:
"(c) for the fourth Fiscal Quarter of the Fiscal Year
ending 1998, non-recurring costs and expenses incurred in
connection with the proposed sale of the environmental
products division of the U.S. Borrower ("EP") and the
restructuring of EP operations in an aggregate amount not to
exceed $8,300,000 (approximately $3,800,000 in cash and
approximately $4,500,000 in non-cash charges); and"
2
(ii) clause (b)(iii) of the definition of "Fixed Charge
Coverage Ratio" is hereby amended in its entirety to read as follows:
"(iii) Base Capital Expenditures (other than Computer
Capital Expenditures, in an amount not to exceed (a)
$10,000,000 during the Fiscal Year ending June 27, 1998 and
(b) $10,000,000 during the fiscal Year ending July 3, 1999);"
(iii) clause (i) of the proviso contained in the definition of
"Net Disposition Proceeds" is hereby amended in its entirety to read as
follows:
"(i) at the election of the U.S. Borrower pursuant to
clause (d) of Section 7.2.11, there may be excluded
from Net Disposition Proceeds up to $1,000,000 of
proceeds from Permitted Dispositions (whether in the
form of cash or non-cash consideration) received in
each Fiscal Year (other than Fiscal Year 1996)"
(iv) the definition of "Net Worth" is hereby amended by adding
the following language to the end of such definition:
"; provided, further that notwithstanding the foregoing or any
other term of this Agreement to the contrary, Net Worth shall
not be decreased from gains realized from the sale of the
Xxxxx Blower product line in October, 1997 (in an amount not
to exceed $6,700,000) "
(v) clause (b)(iii) of the definition of "Unconsolidated Fixed
Charge Coverage Ratio" is hereby amended in its entirety to read as
follows:
"(iii) Capital Expenditures of the U.S. Borrower and
its U.S. Subsidiaries (exclusive of (A) Capital Expenditures
made by Foreign Subsidiaries and (B) Computer Capital
Expenditures in an amount not to exceed (a) $10,000,000 during
the Fiscal Year ending June 27, 1998 and (b) $10,000,000
during the fiscal Year ending July 3, 1999);"
(vi) the definition of "Letter of Credit Commitment Amount" is
hereby amended in its entirety to read as follows:
"Letter of Credit Commitment Amount" means, on any
date on or after the Sixth Amendment Effective Date, a maximum
Dollar Equivalent of $25,000,000, as such amount may be
permanently reduced from time to time pursuant to Section 2.2.
3
SUBPART 2.2. Amendments to Section 7.2.4. The chart contained in clause
(a) ("Net Worth") of Section 7.2.4 of the Existing Credit Agreement is hereby
amended in its entirety to read as follows:
Minimum
Period Net Worth
------ ---------
03/29/96 through (and
including) 06/28/96 $175,000,000
06/29/96 through (and
including) 06/26/98 $185,000,000
06/27/98 through (and
including) 07/02/99 $200,000,000
07/03/99 through (and
including) 07/01/00 $215,000,000
07/02/00 and thereafter $250,000,000.
Furthermore, clause (b) ("Leverage Ratio") and clause (d) ("Interest Coverage
Ratio") of Section 7.2.4 of the Existing Credit Agreement is hereby amended for
the Fiscal Quarters ending in September and December, 1998 and March and June,
1999 as set forth below:
LEVERAGE RATIO.
--------------
Maximum Leverage
Period Ratio
------ -----------
10/03/98 4.40:1.0
01/02/99 4.00:1.0
04/03/99 3.75:1.0
07/03/99 3.50:1.0
INTEREST COVERAGE RATIO.
-----------------------
Interest
Coverage
Period Ratio
------ ---------
10/03/98 2.50:1.0
01/02/99 through (and
including) 07/03/99 2.75:1.0
4
SUBPART 2.3. Amendment to Section 7.2.11. Section 7.2.11 of the
Existing Credit Agreement is hereby amended in its entirety to read as follows:
"(d) such sale, transfer, lease, contribution or conveyance of
assets (other than capital stock of the U.S. Borrower or any
Subsidiary thereof) is in a maximum amount not to exceed
$5,000,000 (a "Permitted Disposition") in any Fiscal Year;
provided, that the sum of the aggregate amount of cash
consideration that has not been applied to prepay Loans in
accordance with clause (e) of Section 3.1.1 plus the aggregate
amount of non-cash consideration from such Permitted
Dispositions shall not exceed $1,000,000 in any Fiscal Year;
or"
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Sixth Amendment Effective Date. This Amendment, and the
amendments and modifications contained herein, shall be and become effective on
the June 26, 1998 (the "Sixth Amendment Effective Date") when each of the
conditions set forth in this Part shall have been fulfilled to the satisfaction
of the Administrative Agent.
SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of the U.S. Borrower and the Required Lenders.
SUBPART 3.1.2. Affirmation and Consent. The Administrative Agent shall
have received, with counterparts for each Lender, a duly executed copy of an
Affirmation and Consent to this Amendment, dated as of the date hereof, in form
and substance satisfactory to the Administrative Agent, duly executed and
delivered by each of the Obligors other than the Borrower.
SUBPART 3.1.3. Legal Details, Etc. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel. The Administrative Agent and its counsel
shall have received all information and such counterpart originals or such
certified or other copies or such materials as the Administrative Agent or its
counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the
Administrative Agent and its counsel.
5
PART IV
MISCELLANEOUS; REPRESENTATIONS
SUBPART 4.1. Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified or otherwise required by the context,
to such Part or Subpart of this Amendment.
SUBPART 4.2. Loan Document Pursuant to Existing Credit Agreement. This
Amendment is a Loan Document executed pursuant to the Existing Credit Agreement
and shall be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement.
SUBPART 4.3. Full Force and Effect; Limited Amendment. Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Existing Credit Agreement and
the other Loan Documents shall remain unamended and unwaived and shall continue
to be, and shall remain, in full force and effect in accordance with their
respective terms. The amendments set forth herein shall be limited precisely as
provided for herein to the provisions expressly amended herein and shall not be
deemed to be an amendment to, waiver of, consent to or modification of any other
term or provision of the Existing Credit Agreement, any other Loan Document
referred to therein or herein or of any transaction or further or future action
on the part of the U.S. Borrower or any other Obligor which would require the
consent of the Lenders under the Existing Credit Agreement or any of the other
Loan Documents.
SUBPART 4.4. Payment of Fees and Expenses. The U.S. Borrower hereby
agrees to pay and reimburse the Administrative Agent for all of its reasonable
fees and expenses incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment and related documents, including all
reasonable fees and disbursements of counsel to the Administrative Agent.
SUBPART 4.5. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 4.6. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 4.7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
SUBPART 4.8. Compliance with Warranties, No Default, etc. After giving
effect to the occurrence of the Sixth Amendment Effective Date and the
amendments to the Existing Credit
6
Agreement set forth above, the U.S. Borrower represents and warrants to the
Agents and the Lenders that the statements set forth in Section 5.2.1 of the
Existing Credit Agreement are true and correct.
SUBPART 4.9. Additional General Representations. In order to induce the
Lenders and the Agents to enter into this Amendment, the U.S. Borrower hereby
additionally represents and warrants as follows:
(a) the execution and delivery of this Amendment and the
performance by the U.S. Borrower, each of its Subsidiaries and each
other Obligor of each of their respective obligations hereunder, under
each other Loan Document and under the Existing Credit Agreement as
amended hereby, are within such Person's corporate powers, have been
duly authorized by all necessary corporate action, have received all
necessary governmental approval (if any shall be required), and do not
(i) contravene such Person's Organic Documents, (ii) contravene any
contractual restriction, law or governmental regulation or court decree
or order binding on or affecting such Person or (iii) result in, or
require the creation or imposition of, any Lien on any of such Person's
properties (other than pursuant to a Loan Document); and
(b) this Amendment, each other Loan Document and the Existing
Credit Agreement as amended hereby are the legal, valid and binding
obligations of the U.S. Borrower, each of its Subsidiaries and each
other Obligor enforceable in accordance with their respective terms
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally and by principles of equity).
7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.
AAF-XxXXXX INC.
By /s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx
Title: Corporate Secretary & CFO
THE BANK OF NOVA SCOTIA
By
--------------------------------
Title:
BANK BUMIPUTRA MALAYSIA BERHAD,
NEW YORK BRANCH
By
--------------------------------
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
--------------------------------
Title:
CITICORP USA, INC.
By
--------------------------------
Title:
8
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By
--------------------------------
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By
--------------------------------
Title:
COMERICA BANK
By
--------------------------------
Title:
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc., as
Portfolio Advisor
By
--------------------------------
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By
--------------------------------
Title:
9
CERES FINANCE LTD.
By
--------------------------------
Title:
STRATA FUNDING LTD.
By
--------------------------------
Title:
10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.
AAF-XxXXXX INC.
By
---------------------------
Title:
THE BANK OF NOVA SCOTIA
By /s/ J. Xxxx Xxxxxxx
--------------------------------
J. Xxxx Xxxxxxx
Title: Authorized Signatory
BANK BUMIPUTRA MALAYSIA BERHAD,
NEW YORK BRANCH
By
--------------------------------
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
--------------------------------
Title:
CITICORP USA, INC.
By
--------------------------------
Title:
11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.
AAF-XxXXXX INC.
By
---------------------------
Title:
THE BANK OF NOVA SCOTIA
By
--------------------------------
Title:
BANK BUMIPUTRA MALAYSIA BERHAD,
NEW YORK BRANCH
By
--------------------------------
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By /s/ Xxxxxxx X. Xxxx
--------------------------------
Xxxxxxx X. Xxxx
Title: Vice President
CITICORP USA, INC.
By
--------------------------------
Title:
12
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.
AAF-XxXXXX INC.
By
---------------------------
Title:
THE BANK OF NOVA SCOTIA
By
--------------------------------
Title:
BANK BUMIPUTRA MALAYSIA BERHAD,
NEW YORK BRANCH
By /s/ Abdul Xxxxx Xxxxxx
--------------------------------
Abdul Xxxxx Xxxxxx
Title: General Manager
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
--------------------------------
Title:
CITICORP USA, INC.
By
--------------------------------
Title:
13
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.
AAF-XxXXXX INC.
By
---------------------------
Title:
THE BANK OF NOVA SCOTIA
By
--------------------------------
Title:
BANK BUMIPUTRA MALAYSIA BERHAD,
NEW YORK BRANCH
By
--------------------------------
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By
--------------------------------
Title:
CITICORP USA, INC.
By /s/ Xxxx X. Xxxx
--------------------------------
Xxxx X. Xxxx
Title: Vice President
14
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By
--------------------------------
Title:
SOCIETE GENERALE, NEW YORK BRANCH
By
--------------------------------
Title:
KZH CRESCENT-2 LLC
By
--------------------------------
Title:
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc., as
Portfolio Advisor
By
--------------------------------
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By
--------------------------------
Title:
15
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By
--------------------------------
Title: Deputy General Manager
SOCIETE GENERALE, SOUTHWEST AGENCY
By
--------------------------------
Title:
COMERICA BANK
By
--------------------------------
Title:
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc., as
Portfolio Advisor
By
--------------------------------
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By
--------------------------------
Title:
16
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By
--------------------------------
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By
--------------------------------
Title:
KZH CRESCENT-2 LLC
By /s/ Xxxxxxxx Xxxxxx
--------------------------------
Xxxxxxxx Xxxxxx
Title: Authorized Agent
RESTRUCTURED OBLIGATIONS BACKED BY
SENIOR ASSETS B.V.
By: Chancellor Senior Secured
Management, Inc., as
Portfolio Advisor
By
--------------------------------
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By
--------------------------------
Title:
17
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By
--------------------------------
Title:
SOCIETE GENERALE, NEW YORK BRANCH
By
--------------------------------
Title:
KZH CRESCENT-2 LLC
By
--------------------------------
Title:
TORONTO DOMINIO (TEXAS), INC.
By
--------------------------------
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By /s/ Xxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
18
CERES FINANCE LTD.
By /s/ Xxxxx Egglishaw
--------------------------------
Xxxxx Egglishaw
Title: Director
STRATA FUNDING LTD.
By /s/ Xxxxx Egglishaw
--------------------------------
Xxxxx Egglishaw
Title: Director
19
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED NEW YORK BRANCH
By
--------------------------------
Title:
SOCIETE GENERALE, NEW YORK BRANCH
By
--------------------------------
Title:
KZH CRESCENT-2 LLC
By
--------------------------------
Title:
TORONTO DOMINIO (TEXAS), INC.
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company,
its Investment Manager
By
--------------------------------
Title:
20
AAF- XxXxxx, Inc.
Subsidiaries and Affiliates
AMG Holdings B.V. Netherlands
AMG Holdings N.V. Netherlands
AAF-XxXxxx Group Inc. Delaware, USA
AAF-XxXxxx Inc. Delaware, USA
AAF-XxXxxx Holdings Inc. Texas, USA
AAF-XxXxxx International Inc. Delaware, USA
XxXxxx Perfex Export Co. Minnesota, USA
AAF-XxXxxx Canada Inc. Canada
AAF-XxXxxx Export Inc. Barbados
J & E Hall Limited United Kingdom
Coulstock & Place Engineering Co. Ltd. United Kingdom
Balmsound Limited United Kingdom
XxXxxx-TPC Corp. Delaware, USA
TriState HVAC Equipment, LLP Pennsylvania, USA
American Air Filter Company, Inc. Delaware, USA
AAF XxXxxx UK Limited United Kingdom
AAF-Limited United Kingdom
XxXxxx (UK) Limited United Kingdom
Air Filters Limited United Kingdom
XxXxxx Italia S.p.A. Italy
AAF Luftreinigungssysteme Gessellschaft m.b.H. Austria
American Air Filter Brasil Ltda. Brazil
AAF Mauritius Ltd. Mauritius
XxXxxx Europa S.r.l. Italy
AAF S.r.l. Italy
AAF-Lufftechnik GmbH Germany
Xxxx Lufftechnik GmbH Germany
AAF Asia Pte Ltd. Singapore
AAF Pty. Limited Australia
AAF-XxXxxx France France
AAF-SA France
XxXxxx France France
Air Conditionne et Technologie - ACT Immofroid France
AAF-XxXxxx Netherlands B.V. Netherlands
AAF, S.A. Spain
AAF-SA Belgium
AAF, S. de X.X. de C.V. Mexico
AAF Environmental Control E.P.E. Greece
AAF-International B.V. Netherlands
AAF Hava Filtreleri ve Ticaret A.S. Turkey
AAF Saudi Arabia Ltd. Saudi Arabia
Xxxxxxxxxxxx de Aire Venezolana, C.A. Venezuela
Aerofil Filtracion de Aire C.V. Venezuela
XxXxxx - Ar Condicionado Brasil Ltda. Brazil
AAF Korea Company Ltd. Korea
Kirloskar AAF Limited India
XxXxxx Caribe, Inc. Puerto Rico
XxXxxx Espana S.A. Spain
Kirloskar XxXxxx Pvt. Ltd. India
Equipos XxXxxx X.X. de C.V. Mexico
Janitrol de Mexico de C.V. Mexico
XxXxxx Latin America L.C. Florida, USA
XxXxxx de Venezuela C.A. Venezuela
XxXxxx Hellas Air-Conditioning and Refrigeration SA Greece
AAF-XxXxxx L.L.C. U.A.E. (Dubai)
XxXxxx Beirut (Offshore), Inc. X.X.X. Lebanon
XxXxxx of Georgia, LLP Georgia, USA
American Air Filter Sdn Bhd Malaysia
XxXxxx Szanyo Klimatechnika Kft. Hungary
