FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit
99.1
FIRST AMENDMENT TO CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (this “Agreement”), is made
and entered into as of January 30, 2008, with an effective date set forth in
Section 3
hereof, by and among LMI AEROSPACE, INC., a Missouri corporation (the “Borrower”), the
Lenders party to the Credit Agreement referred to below (the “Lenders”), and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative
Agent”).
Statement of
Purpose
The Borrower, the Lenders and the
Administrative Agent are parties to that certain Credit Agreement dated as of
July 31, 2007 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”),
pursuant to which the Lenders have extended certain credit facilities to the
Borrower.
The Borrower has requested, and the
Lenders and the Administrative Agent have agreed, subject to the terms and
conditions set forth herein, to amend the Credit Agreement as specifically set
forth herein.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Capitalized
Terms. All capitalized undefined terms used in this Agreement
(including, without limitation, in the Statement of Purpose hereto) shall have
the meanings assigned thereto in the Credit Agreement.
2. Amendment to Section 4.1(b)
of the Credit Agreement. Subject to and in accordance with the
terms and conditions set forth herein, Section 4.1(b) of the
Credit Agreement is hereby amended by inserting the following language
immediately before the first proviso thereto: “nine (9) or twelve
(12) months”.
3. Effectiveness. This
Agreement shall become effective when, and only when:
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(a)
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the
Administrative Agent shall have received counterparts of this Agreement
executed by the Borrower, the Guarantors, the Administrative Agent and the
Required Lenders; and
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(b)
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the
Administrative Agent shall have received any other documents or
instruments reasonably requested by the Administrative Agent in connection
with the execution of this
Agreement.
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4. Limited
Effect. Except as expressly provided herein, the Credit
Agreement and the other Loan Documents shall remain unmodified and in full force
and effect. This Agreement shall not be deemed (a) to be a waiver of,
or consent to, or a modification or amendment of, any other
term or condition of the Credit Agreement or any other Loan Document, (b) to
prejudice any right or rights which the Administrative Agent or the Lenders may
now have or may have in the future under or in connection with the Credit
Agreement or the other Loan Documents or any of the instruments or agreements
referred to therein, as the same may be amended, restated,
supplemented
or modified from time to time, (c) to be a commitment or any other undertaking
or expression of any willingness to engage in any further discussion with the
Borrower, any of its Subsidiaries or any other Person with respect to any
waiver, amendment, modification or any other change to the Credit Agreement or
the Loan Documents or any rights or remedies arising in favor of the Lenders or
the Administrative Agent, or any of them, under or with respect to any such
documents or (d) to be a waiver of, or consent to or a modification or amendment
of, any other term or condition of any other agreement by and among the Borrower
or any of its Subsidiaries, on the one hand, and the Administrative Agent or any
other Lender, on the other hand. References in the Credit Agreement
to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein”, “hereof” or other words of like import) and in any Loan Document to
the “Credit Agreement” shall be deemed to be references to the Credit Agreement
as modified hereby.
5. Representations and
Warranties/No Default. The Borrower represents and warrants as
follows:
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(a)
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The
Borrower is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction indicated at the beginning of
this Agreement.
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(b)
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The
execution, delivery and performance by the Borrower of this Agreement are
within the Borrower's corporate powers, have been duly authorized by all
necessary corporate action and do not contravene (i) the Borrower's
charter or by-laws, (ii) any law or contractual restriction binding on or
affecting the Borrower, or result in, or require, the creation or
imposition of any mortgage, deed of trust, pledge, lien, security interest
or other charge, encumbrance or preferential arrangement of any nature
upon or with respect to any of the properties now owned or hereafter
acquired by the Borrower (other than as contemplated
hereby).
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(c)
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No
authorization, approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the
due execution, delivery and performance by the Borrower of this
Agreement.
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(d)
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This
Agreement constitutes the legal, valid and binding obligation of the
Borrower and its Subsidiaries, as the case may be, enforceable against the
Borrower and its Subsidiaries, as the case may be, in accordance with its
terms.
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(e)
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There
is no pending or overtly threatened action or proceeding affecting the
Borrower or any of its Subsidiaries before any court, governmental agency
or arbitrator, which could reasonably be expected to materially adversely
affect the financial condition or operations of the Borrower or any of its
Subsidiaries or which purports to affect the legality, validity or
enforceability of this
Agreement.
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2
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(f)
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After
giving effect to this Agreement, (i) the representations and warranties
made by the Borrower pursuant to Article VI of the Credit Agreement are
true and correct in all material respects with the same effect as if made
on and as of the date hereof, except for any representation and warranty
made as of an earlier date, which such representation and warranty shall
remain true and correct in all material respects as of such earlier date
and (ii) no Default or Event of Default has occurred and is
continuing.
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6. Acknowledgement and
Reaffirmation. By their execution hereof:
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(a)
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Each
of the Borrower and each Guarantor hereby expressly (i) consents to the
amendment set forth in this Agreement, (ii) reaffirms all of its
respective covenants, representations, warranties and other obligations
set forth in the Credit Agreement, the Collateral Agreement, the Guaranty
Agreement and the other Loan Documents to which it is a party and (iii)
acknowledges, represents and agrees that its respective covenants,
representations, warranties and other obligations set forth in the Credit
Agreement, the Collateral Agreement, the Guaranty Agreement and the other
Loan Documents to which it is a party remain in full force and effect;
and
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(b)
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Each
of the Borrower and each Guarantor hereby confirms that each of the
Security Documents to which it is a party shall continue to be in full
force and effect and is hereby ratified and reaffirmed in all respects as
if fully restated as of the date hereof by this
Agreement.
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7. Costs, Expenses and
Taxes. The Borrower agrees to pay on demand all reasonable costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement and the other instruments and documents to be delivered hereunder,
including, without limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent with respect thereto and with respect to
advising the Administrative Agent as to its rights and responsibilities
hereunder and thereunder. The Borrower further agrees to pay on
demand all costs and expenses, if any (including, without limitation, counsel
fees and expenses), in connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this Agreement and any other
instruments and documents to be delivered hereunder, including, without
limitation, counsel fees and expenses in connection with the enforcement of
rights under this Section 7. In addition, the Borrower shall pay any
and all stamp and other taxes payable or determined to be payable in connection
with the execution and delivery of this Agreement and any other instruments and
documents to be delivered hereunder, and agrees to save the Administrative Agent
and each Lender harmless from and against any and all liabilities with respect
to or resulting from any delay or omission to pay such taxes.
8. Execution in
Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so
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executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
9. Governing
Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of New York (including Section
5-1401 and Section 5-1402 of the General Obligations Law of the State of New
York), without reference to any other conflicts of law principles
thereof.
10. Fax
Transmission. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto, and an executed
copy of this Agreement may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto
agree to execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.
11. Entire
Agreement. This Agreement is the entire agreement, and
supersedes any prior agreements and contemporaneous oral agreements, of the
parties concerning its subject matter.
12. Successors and
Assigns. This Agreement shall be binding on and inure to the
benefit of the parties and their heirs, beneficiaries, successors and
assigns.
[Signature
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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed under seal by their duly authorized
officers, all as of the day and year first written above.
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LMI AEROSPACE, INC., as
Borrower
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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GUARANTORS:
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XXXXXXX'X
METAL, INC.
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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PRECISE
MACHINE COMPANY
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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TEMPCO
ENGINEERING COMPANY
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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LMI
KITTING, LLC
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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[Signature
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LMI-TCA,
INC.
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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VERSAFORM
CORPORATION
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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D3
TECHNOLOGIES, INC.
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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LMI
FINISHING, INC.
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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PRECISE
MACHINE PARTNERS, L.L.P.
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By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxxx
X. Xxxxxxxxx
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Title: Chief
Financial Officer
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[Signature
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WACHOVIA
BANK, NATIONAL ASSOCIATION,
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as
Administrative Agent and Lender
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By:
/s/ Xxxxxxx X. Xxx
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Name: Xxxxxxx
X. Xxx
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Title: Director
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[Signature
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