EXHIBIT 4.6
HK SYSTEMS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Firstar Bank Milwaukee, N.A.
Xxxxxxxxx, Xxxxxxxxx 00000
The Northern Trust Company
Xxxxxxx, Xxxxxxxx 00000
Bank One, Wisconsin
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Ladies and Gentlemen:
Reference is hereby made to that certain Third Amended and Restated
Credit Agreement dated as of November 15, 1996 (as has been amended and as
may be amended from time to time, the "Credit Agreement") currently in
effect by and among HK Systems, Inc., a Wisconsin corporation (the
"Company"), and you (the "Lenders"). All capitalized terms used herein
without definition shall have the same meanings herein as such terms have
in the Credit Agreement.
The Company hereby applies to the Lenders to amend certain of the
financial covenants contained therein and to make certain other amendments
to the Credit Agreement, and the Lenders are willing to do so under the
terms and conditions set forth in this Amendment.
1. AMENDMENTS.
Upon the effectiveness of this Amendment and subject to the
conditions precedent set forth in Section 2 below, the Credit Agreement
shall be and hereby is amended as follows:
1.01. Section 8.7 and Section 8.8 of the Credit Agreement are
hereby amended and as so amended shall be restated in their entirety to
read as follows:
Section 8.7. Leverage Ratio. The Company will at all
times during each of the periods specified below maintain its
Leverage Ratio at not more than:
LEVERAGE RATIO
TO AND SHALL NOT
FROM AND INCLUDING THROUGH CLOSE OF BE GREATER THAN:
the date hereof 4th fiscal quarter of 0.95 to 1.0
the Company's 1998
fiscal year
1st fiscal quarter of 3rd fiscal quarter of 0.55 to 1.0
the Company's 1999 the Company's 1999
fiscal year fiscal year
4th fiscal quarter of All times thereafter 0.50 to 1.0
the Company's 1999
fiscal year
Section 8.8. Funded Debt Ratio. The Company will at all
times during each of the periods specified below maintain its
Funded Debt Ratio at not more than:
FUNDED DEBT
TO AND RATIO SHALL
FROM AND INCLUDING THROUGH CLOSE OF NOT BE MORE THAN:
the date hereof 4th fiscal quarter of 3.25 to 1.0
the Company's 1998
fiscal year
1st fiscal quarter of 3rd fiscal quarter of 2.50 to 1.0
the Company's 1999 the Company's 1999
fiscal year fiscal year
4th fiscal quarter of All times thereafter 2.00 to 1.0
the Company's 1999
fiscal year
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment and the obligation of the Lenders
to extend the Term Loans, is subject to the satisfaction of all of the
following conditions precedent:
2.01. The Company, the Agent and the Lenders shall have executed
and delivered this Amendment.
2.02. No Default or Event of Default shall have occurred and be
continuing as of the date this Amendment would otherwise take effect.
3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment,
the Company hereby represents to the Lenders that as of the date
hereof,the representations and warranties set forth in Section 6 of the
Credit Agreement are and shall be and remain true and correct (except that
for purposes of this paragraph, the representations contained in
Section 6.4 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Lenders) and the Company is in
full compliance with all of the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is
continuing under the Credit Agreement or shall result after giving effect
to this Amendment.
4. MISCELLANEOUS.
4.01. The Company acknowledges and agrees that all of the
Collateral Documents to which it is a party remain in full force and
effect for the benefit and security of, among other things, the Revolving
Credit Loans and Term Loans. The Company further agrees to execute and
deliver any and all instruments or documents as may be required by the
Agent or Required Lenders to confirm any of the foregoing.
4.02. Except as specifically amended herein, the Credit Agreement
shall continue in full force and effect in accordance with its original
terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed
in connection therewith, or in any certificate, letter or communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference in any of such items to the Credit Agreement being sufficient to
refer to the Credit Agreement as amended hereby.
4.03. This Amendment may be executed in any number of
counterparts, and by the different parties on different counterpart
signature pages, all of which taken together shall constitute one and the
same agreement. Any of the parties hereto may execute this Amendment by
signing any such counterpart and each of such counterparts shall for all
purposes be deemed to be an original. This Amendment shall be governed by
the internal laws of the State of Illinois.
4.04. The Company agrees to pay all reasonable out-of-pocket
costs and expenses incurred by the Lenders in connection with the
preparation, execution and delivery of this Amendment and the documents
and transactions contemplated hereby, including the reasonable fees and
expenses of counsel for the Lenders with respect to the foregoing.
Dated as of January , 1998.
HK SYSTEMS, INC.
By /s/
Its ___________________________
Accepted and agreed to in Chicago, Illinois as of the date and year
last above written.
XXXXXX TRUST AND SAVINGS BANK
By /s/
Its ___________________________
FIRSTAR BANK MILWAUKEE, N.A.
By /s/
Its ___________________________
THE NORTHERN TRUST COMPANY
By /s/
Its ___________________________
BANK ONE, WISCONSIN
By /s/
Its ___________________________
GUARANTOR'S CONSENT
Each of the undersigned has heretofore executed and delivered to the
Agent a Guaranty dated November 15, 1996 and each hereby consents to the
Amendment to the Credit Agreement as set forth above and confirms that its
Guaranty and all of the undersigned's obligations thereunder remain in
full force and effect and,without limiting the foregoing, acknowledges and
agrees that all the Loans, made before and after giving effect to this
Amendment to the Credit Agreement, constitute indebtedness which is
guaranteed by the undersigned under its Guaranty. Each of the undersigned
further agrees that the consent of each of the undersigned to any further
amendments to the Credit Agreement shall not be required as a result of
its consent having been obtained.
HEI SERVICES, INC.
By _________________________________
Its ___________________________
HISCO SYSTEMS OF CANADA LTD.
By _________________________________
Its ___________________________
