EXHIBIT 10A
AMENDMENT NO. 2 TO CREDIT AGREEMENT, DATED AS OF AUGUST 23, 1996
This Amendment No. 2 (this "Amendment"), dated as of December
31, 1997, is made by and among ALLIED PRODUCTS CORPORATION, a Delaware
corporation (the "Company"), the financial institutions party hereto (the
"Banks"), and Bank of America National Trust and Savings Association (as
successor by merger to Bank of America Illinois), as agent for the Banks (in
such capacity, the "Agent"). Terms defined in the Credit Agreement shall have
the same respective meanings when used herein and the provisions of Sections 13
of the Credit Agreement shall apply, mutatis mutandis, to this Amendment.
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to that certain
Amended and Restated Credit Agreement, dated as of August 23, 1996, as amended
by letter agreement dated November 27, 1997 (as in effect on the date hereof,
the "Existing Credit Agreement" and as amended and modified by this Amendment,
the "Credit Agreement");
WHEREAS, the Company has requested that the Banks and the
Agent agree to amend and modify the Existing Credit Agreement as described
herein; and
WHEREAS, the Banks and the Agent are willing to amend and
modify the Existing Credit Agreement on the terms and conditions contained
herein;
NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein contained and other good and valuable consideration (the
receipt, adequacy and sufficiency of which is hereby acknowledged), the parties
hereto, intending legally to be bound, hereby agree as follows:
1. Amendments. Subject to the satisfaction of the
conditions precedent set forth in Section 5 below, the Existing
Credit Agreement is hereby amended as follows:
(a) Section 1.1.3 of the Existing Credit Agreement shall be
amended by deleting each reference to $100,000,000 contained therein
and replacing it with $125,000,000, and adding a new paragraph thereto
which shall read in its entirety as follows:
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"Notwithstanding anything contained in this Agreement
to the contrary, for a period of thirty (30) consecutive days
during each fiscal year of the Company while this Agreement
remains in effect, the aggregate outstanding principal amount
of all Revolving Loans shall not exceed $60,000,000."
(b) Section 5.3 of the Existing Credit Agreement is amended by
deleting the reference to $50,000,000 contained therein and replacing
it with $75,000,000;
(c) Section 6.1 of the Existing Credit Agreement shall be
amended by (i) inserting "(a)" at the beginning thereof and replacing
the "." at the end thereof with "; and" and (ii) adding a new paragraph
thereto which shall read in its entirety as follows:
"(b) On each Commitment Reduction Date set forth
below (each called a "Commitment Reduction Date"), the
aggregate Commitments of the Banks shall be automatically and
permanently reduced, pro rata, in an amount sufficient to
reduce the aggregate Commitments of the Banks to the principal
amount set forth opposite such Commitment Reduction Date:
Commitment Maximum Commitments
Reduction Date
March 31, 1999 $120,000,000
June 30, 1999 $115,000,000
September 30, 1999 $110,000,000
December 31, 1999 $105,000,000
March 31, 2000 $100,000,000
On any date that the aggregate unpaid principal amount of the
Revolving Loans plus the aggregate Stated Amount of all
Letters of Credit exceeds the aggregate Commitment of the
Banks, the Company shall immediately repay the Revolving Loans
in an amount equal to such excess."
(d) Section 10.5 of the Existing Credit Agreement is deleted
in its entirety and replaced with the following:
"SECTION 10.5 Net Worth. Not permit the Company's
Consolidated Net Worth at any time to be less than (a) the
Company's Consolidated Net Worth as of the Fiscal Quarter
ended September 30, 1997, plus (b) fifty percent (50%) of the
Company's positive consolidated net income for each Fiscal
Quarter ended after September 30, 1997,
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less (c) repurchases by the Company of its capital stock to
the extent such repurchases do not exceed $30,000,000 in the
aggregate, less (d) the amount of any cash dividends paid or
declared in an amount not to exceed $7,500,000; provided that
any deduction required by this clause (d) when aggregated with
the amounts deducted pursuant to clause (c) of this Section
10.5, if any, shall not exceed $30,000,000."
(e) Section 10.8 of the Existing Credit Agreement is deleted
in its entirety and replaced with the following:
"SECTION 10.8 Minimum Debt Coverage. Not permit the
ratio of (a) the sum of (i) the accounts receivable of the
Company and its Subsidiaries, plus (ii) the book value of
inventory of the Company and its Subsidiaries (provided that
the value of such inventory shall not exceed 150% of the net
amount of accounts receivable under clause (i) above), plus
(iii) cash and cash equivalents (determined according to GAAP)
of the Company and its Subsidiaries to (b) the aggregate
principal amount of all Indebtedness of the Company and its
Subsidiaries, to be less than 1:1 during the Fiscal Quarter
ended December 31, 1997 and during the fiscal years ended
December 31, 1998 and 1999, and less than 1.5:1 thereafter."
(f) The definition of Margin set forth in Section 13 of the
Existing Credit Agreement is amended by deleting the column with the
heading "Rate per annum" in its entirety and replacing it with the
following:
"Rate per annum
0.500%
0.625%
0.750%
1.000%
1.250%"
(g) The definition of Revolving Termination Date set forth in
Section 13 of the Existing Credit Agreement shall be deleted in its
entirety and replaced with the following:
"Revolving Termination Date shall mean September 30,
2000."
(h) Exhibit A to the Existing Credit Agreement is deleted in
its entirety and replaced with Exhibit A attached hereto.
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(i) A new sentence shall be added at the end of the final
paragraph of Section 3.3 of the existing Credit Agreement and shall
read in its entirety as follows:
"After giving effect to any Revolving Loan, there may
not be more than eight (8) different Interest Periods in
effect for all Revolving Loans then outstanding."
2. Documents Remain in Effect. Except as amended and modified
by this Amendment, the Existing Credit Agreement remains in full force and
effect and the Company confirms that its representations, warranties, agreements
and covenants contained in, and obligations and liabilities under, the Credit
Agreement and each of the other Loan Documents are true and correct in all
material respects as if made on the date hereof, except where such
representation, warranty, agreement or covenant speaks as of a specified date.
3. References in Other Documents. References to the Existing
Credit Agreement in any other document shall be deemed to include a reference to
the Credit Agreement, whether or not reference is made to this Amendment.
4. Representations. The Company hereby represents and warrants
to the Banks and the Agent that:
(a) The execution, delivery and performance of this Amendment
and the Restated Notes (as hereinafter defined) are within the
Company's corporate authority, have been duly authorized by all
necessary corporate action, have received all necessary consents and
approvals (if any shall be required), and do not and will not
contravene or conflict with any provision of law or of the Certificate
of Incorporation or By-laws of the Company or its Subsidiaries, or of
any other agreement binding upon the Company or its Subsidiaries or
their respective property;
(b) This Amendment and the Restated Notes constitute the
legal, valid, and binding obligations of the Company, enforceable
against the Company in accordance with its terms; and
(c) no Default has occurred and is continuing or will result
from this Amendment or the Restated Notes.
5. Conditions Precedent. The effectiveness of this Amendment
is subject to the receipt by the Agent of each of the following, each
appropriately completed and duly executed as required and otherwise in form and
substance satisfactory to the Agent:
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(a) Certified copies of resolutions of the Board of Directors
of the Company authorizing or ratifying the execution, delivery and
performance by the Company of this Amendment and the Restated Notes;
(b) A certificate of the President or a VicePresident of the
Company that all necessary consents or approvals with respect to this
Amendment and the Restated Notes have been obtained;
(c) A certificate of the Secretary or Assistant Secretary of
the Company, certifying the name(s) of the officer(s) of the Company
authorized to sign this Amendment, the Restated Notes and the documents
related hereto on behalf of the Company;
(d) Restated Revolving Notes, in the form attached hereto as
Exhibit B, payable to the order of each Bank in principal amount equal
to such Bank's aggregate Commitment;
(d) An opinion of Xxxx Xxxxxxxxx covering those matters set
forth in clauses (a) and (b) of Section 4 and such other legal matters
as the Agent or its counsel may request; and
(e) Such other instruments, agreements and documents as the
Agent may reasonably request, in each case duly executed as required
and otherwise in form and substance satisfactory to the Banks.
6. Miscellaneous.
(a) Section headings used in this Amendment are for
convenience of reference only, and shall not affect the construction of this
Amendment.
(b) This Amendment and any amendment hereof or supplement
hereto may be executed in any number of counterparts and by the different
parties on separate counterparts and each such counterpart shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same agreement.
(c) This Amendment shall be a contract made under and governed
by the internal laws of the State of Illinois, without giving effect to
principles of conflicts of laws.
(d) All obligations of the Company and rights of the Banks and
the Agent, that are expressed herein, shall be in
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addition to and not in limitation to those provided by applicable
law.
(e) Whenever possible, each provision of this Amendment and
the Restated Notes shall be interpreted in such manner as to be effective and
valid under applicable law; but if any provision of this Amendment or the
Restated Notes shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Amendment or the Restated Notes.
(f) This Amendment and the Restated Notes shall be binding
upon the Company, the Banks and the Agent and their respective successors and
assigns, and shall inure to the benefit of the Company, the Banks and the Agent
and their respective successors and assigns.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused the
execution and delivery hereof by their respective representatives thereunto duly
authorized as of the date first herein appearing.
ALLIED PRODUCTS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President & CEO
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION (as successor
by merger to Bank of
America Illinois), as Agent
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION (as successor
by merger to Bank of
America Illinois), in its
individual corporate capacity
By: /s/ Xxx Xxxxxx
Name: Xxx Xxxxxx
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: First Vice President
EXHIBIT A
COMMITMENT LIMITS AND PERCENTAGES
Column I: Column II: Column III: Column IV:
Amount of Amount of Letter Total Amount of
Name of Bank Revolving Loan of Credit Commitments Percentage
Commitment Commitment
BANK OF AMERICA $ 87,500,000 $14,000,000 $87,500,000 70%
ILLINOIS
LASALLE NATIONAL BANK $ 37,500,000 $ 6,000,000 $37,500,000 30%
----------- ---------- ---------- --
TOTALS $125,000,000 $20,000,000 $125,000,000 100%
EXHIBIT B
FORM OF
RESTATED REVOLVING NOTE
$ __________________ December __, 1997
Chicago, Illinois
On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of __________________ at the principal office of
__________________________ (the "Bank"), in Chicago, Illinois _______________
Dollars ($_______) or, if less, the aggregate unpaid amount of all Revolving
Loans made by the payee to the undersigned pursuant to the Credit Agreement (as
shown in the records of the payee or, at the payee's option, on the schedule
attached hereto and any continuation thereof).
The undersigned further promises to pay interest on the unpaid
principal amount of each Revolving Loan evidenced hereby from the date of such
Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s)
and at the time(s) set forth in the Credit Agreement. Payments of both principal
and interest are to be made in lawful money of the United States of America.
This Restated Revolving Note evidences indebtedness incurred under, and
is subject to the terms and provisions of, the Amended and Restated Credit
Agreement, dated as of August 23, 1996, as amended (herein, as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the undersigned, various banks (including the payee) and Bank of America
National Trust and Savings Association, as agent for the Banks, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Restated Revolving Note may or must be paid prior to its due
date or may have its due date accelerated. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.
In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all reasonable expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Restated Revolving Note in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.
This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.
This Restated Revolving Note is issued in replacement of a Revolving
Note issued pursuant to the Credit Agreement. The indebtedness evidenced by this
Note represents an extension and renewal of indebtedness owing to the payee.
ALLIED PRODUCTS CORPORATION
By: ___________________________
Title: ________________________
Schedule Attached to Restated Revolving Note dated December 31, 1997 of THE
COMPANY payable to the order of
Date and Amount Date and Amount
of Revolving of Repayment or
Loan or of of Conversion
Conversion from into another Unpaid Notation Made
another type of type of Interest Principal by
Revolving Loan Revolving Loan Period Balance
1. FLOATING RATE LOANS
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2. EURODOLLAR LOANS
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RESTATED REVOLVING NOTE
$ 87,500,000 December 31, 1997
Chicago, Illinois
On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of Bank of America National Trust and Savings Association (the
"Bank"), at its office located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx,
Eighty-Seven Million Five Hundred Thousand Dollars ($87,500,000) or, if less,
the aggregate unpaid amount of all Revolving Loans made by the payee to the
undersigned pursuant to the Credit Agreement (as shown in the records of the
payee or, at the payee's option, on the schedule attached hereto and any
continuation thereof).
The undersigned further promises to pay interest on the unpaid
principal amount of each Revolving Loan evidenced hereby from the date of such
Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s)
and at the time(s) set forth in the Credit Agreement. Payments of both principal
and interest are to be made in lawful money of the United States of America.
This Restated Revolving Note evidences indebtedness incurred under, and
is subject to the terms and provisions of, the Amended and Restated Credit
Agreement, dated as of August 23, 1996, as amended (herein, as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the undersigned, various banks (including the payee) and Bank of America
National Trust and Savings Association, as agent for the Banks, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Restated Revolving Note may or must be paid prior to its due
date or may have its due date accelerated. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.
In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all reasonable expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Restated Revolving Note in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.
This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.
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This Restated Revolving Note is issued in replacement of a Revolving
Note issued pursuant to the Credit Agreement. The indebtedness evidenced by this
Note represents an extension and renewal of indebtedness owing to the payee.
ALLIED PRODUCTS CORPORATION
By: ___________________________
Title: ________________________
Schedule Attached to Restated Revolving Note dated December 31, 1997 of THE
COMPANY payable to the order of Bank of America National Trust and Savings
Association
Date and Amount Date and Amount
of Revolving of Repayment or
Loan or of of Conversion
Conversion from into another Unpaid Notation Made
another type of type of Interest Principal by
Revolving Loan Revolving Loan Period Balance
1. FLOATING RATE LOANS
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2. EURODOLLAR LOANS
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RESTATED REVOLVING NOTE
$ 37,500,000 December 31, 1997
Chicago, Illinois
On or before the Revolving Termination Date (as defined in the Credit
Agreement referred to below), the undersigned, for value received, promises to
pay to the order of LaSalle National Bank (the "Bank"), at its offices located
at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Thirty-Seven Million Five
Hundred Thousand Dollars ($37,500,000) or, if less, the aggregate unpaid amount
of all Revolving Loans made by the payee to the undersigned pursuant to the
Credit Agreement (as shown in the records of the payee or, at the payee's
option, on the schedule attached hereto and any continuation thereof).
The undersigned further promises to pay interest on the unpaid
principal amount of each Revolving Loan evidenced hereby from the date of such
Revolving Loan until such Revolving Loan is paid in full, payable at the rate(s)
and at the time(s) set forth in the Credit Agreement. Payments of both principal
and interest are to be made in lawful money of the United States of America.
This Restated Revolving Note evidences indebtedness incurred under, and
is subject to the terms and provisions of, the Amended and Restated Credit
Agreement, dated as of August 23, 1996, as amended (herein, as further amended
or otherwise modified from time to time, called the "Credit Agreement"), between
the undersigned, various banks (including the payee) and Bank of America
National Trust and Savings Association, as agent for the Banks, to which Credit
Agreement reference is hereby made for a statement of the terms and provisions
under which this Restated Revolving Note may or must be paid prior to its due
date or may have its due date accelerated. Terms used but not otherwise defined
herein are used herein as defined in the Credit Agreement.
In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all reasonable expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Restated Revolving Note in endeavoring to collect any amounts payable
hereunder which are not paid when due, whether by acceleration or otherwise.
This Restated Revolving Note is made under and governed by the internal
laws of the State of Illinois.
This Restated Revolving Note is issued in replacement of a Revolving
Note issued pursuant to the Credit Agreement. The indebtedness evidenced by this
Note represents an extension and renewal of indebtedness owing to the payee.
ALLIED PRODUCTS CORPORATION
By: ___________________________
Title: ________________________
Schedule Attached to Restated Revolving Note dated December 31, 1997 of THE
COMPANY payable to the order of LaSalle national Bank
Date and Amount Date and Amount
of Revolving of Repayment or
Loan or of of Conversion
Conversion from into another Unpaid Notation Made
another type of type of Interest Principal by
Revolving Loan Revolving Loan Period Balance
1. FLOATING RATE LOANS
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