Exhibit 4.2.5
SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT, dated as of August 14, 2001 (this
"Amendment"), is among NUMATICS, INCORPORATED, a Michigan corporation (the
"Company"), NUMATICS LTD., a corporation organized and existing under the laws
of Canada ("Numatics Ltd."), and NUMATICS GMBH, a corporation organized and
existing under the laws of the Federal Republic of Germany ("Numatics GmbH")
(the Company, Numatics Ltd. and Numatics GmbH, the "Borrowers") the lenders set
forth on the signature pages hereof (collectively, the "Lenders"), BANK ONE,
MICHIGAN, a Michigan banking corporation, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK,
formerly known as BANKBOSTON, N.A., a national banking association, as
documentation agent for the Lenders (in such capacity, the "Documentation
Agent", and together with the Administrative Agent, collectively, the "Agents").
RECITALS
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A. The Borrowers, the Agents and the Lenders are parties to an Amended and
Restated Loan Agreement dated as of March 23, 1998, as amended (the "Loan
Agreement").
B. The Borrowers have requested the Agent and the Lenders amend the Loan
Agreement and desire to amend the Loan Agreement set forth herein, and the
Agents and the Lenders are willing to do so strictly in accordance with the
terms hereof.
TERMS
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In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE I. AMENDMENTS. Upon fulfillment of the conditions set forth in Article
III hereof, the Loan Agreement shall be amended as follows:
1.1 The definitions of "Maturity Date A", "Maturity Date B" and
"Termination Date" contained in Section 1.1 are restated as follows:
"Maturity Date A" shall mean the earlier to occur of (a) the date on which
the maturity of Term Loan A is accelerated pursuant to Section 6.2 and (b) July
31, 2002.
"Maturity Date B" shall mean the earlier to occur of (a) the date on which
the maturity of Term Loan B is accelerated pursuant to Section 6.2 and (b) July
31, 2002.
"Termination Date" shall mean the earlier to occur of (a) July 31, 2002 and
(b) the date on which the Revolving Credit Commitments shall be terminated
pursuant to Sections 2.2 or 6.2.
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ARTICLE II. REPRESENTATIONS. Each Borrower represents and warrants to the Agents
and the Lenders that:
2.1 The execution, delivery and performance of this Amendment is within its
powers, has been duly authorized by all neccesary corporate and other action and
is not in contravention with any law, of the terms of its Articles of
Incorporation or By-laws, or any undertaking to which it is a party or by which
it is bound.
2.2 This Amendment is the legal, valid and binding obligation of the
Borrowers enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments and waivers herein contained, the
representations and warranties contained in Article IV of the Loan Agreement are
true on and as of the date hereof with the same force and effect as if made on
and as of the date hereof.
2.4 No Event of Default or Unmatured Event exists or has occurred and is
continuing on the date hereof.
ARTICLE III. CONDITIONS OF EFFECTIVENESS. This Amendment shall not become
effective until each of the following has been satisfied:
3.1 This Amendment shall be signed by the Borrowers and the Lenders.
3.2 Each of the Guarantors shall have executed the Consent and Agreement at
the end of this Amendment.
ARTICLE IV. MISCELLANEOUS.
4.1 References in the Loan Agreement or in any note, certificate,
instrument or other document to the Loan Agreement shall be deemed to be
references to the Loan Agreement as amended hereby and as further amended from
time to time.
4.2 The Borrowers agree to pay and to save the Agent harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Agent in connection with
preparing this Amendment and the related documents.
4.3 Each Borrower and Guarantor acknowledges and agrees that the Agent and
the Lenders have fully performed all of their obligations under all documents
executed in connection with the Loan Agreement, the Notes, the Security
Documents and all other documents and agreements executed by a Borrower in
connection with the Loan Agreement and all actions taken by the Agent and the
Lenders are reasonable and appropriate under the circumstances and within their
rights under the Loan Agreement and all other documents executed in connection
therewith and otherwise available. Each Borrower and Guarantor represents and
warrants that it is not aware of any claims or causes of action against either
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Agent or any Lender or any of their successors or assigns. Notwithstanding this
representation and a further consideration for the agreements and understandings
herein, each Borrower and each Guarantor and their respective successors and
assigns hereby release each Agent, each Lender and their respective successors
and assigns from any liability, claim, right or cause of action which now exists
or hereafter arises, whether known or unknown, arising from or in any way
related to facts in existence as of the date hereof to any agreements or
transactions among the Agents, the Lenders, the Borrowers, the Guarantors or any
of them, or to any acts or omissions of the Agents or the Lenders in connection
therewith or otherwise related thereto in any way.
4.4 Except as expressly amended hereby, each Borrower agrees that the Loan
Agreement, the Notes, the Security Documents and all other documents and
agreements executed by a Borrower in connection with the Loan Agreement in favor
of the Agent or any Lender are ratified and confirmed and shall remain in full
force and effect and that it has no set off, counterclaim, defense or other
claim or dispute with respect to any of the foregoing. Terms used but not
defined herein shall have the respective meanings ascribed thereto in the Loan
Agreement.
4.5 This Amendment may be signed upon any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument, and telecopied signatures shall be enforceable as originals.
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IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of the day and year first above
written.
NUMATICS, INCORPORATED
By: /s/ Xxxxxx X Xxxxxxx
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Its: Vice President
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NUMATICS LTD.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Vice President
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NUMATICS GMBH
By: /s/ Xxxx X. Xxxxxx
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Its: General Manager
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XXXX XXX, XXXXXXXX, as Administrative
Agent and as a Lender
By: /s/ Xxxx X. Xxxxx
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Its: First Vice President
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BANK ONE, NA
By: /s/ Xxxx X. Xxxxx
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Its: First Vice President
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XXXX XXX, XX, XXXXXX BRANCH
By: /s/ Xxxx X. Xxxxx
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Its: First Vice President
--------------------------------
FLEET NATIONAL BANK, as Documentation
Agent and as a Lender
By: /s/ Xxxxx X. Xxxx
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Its: Authorized Officer
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COMERICA BANK
By: /s/ Xxxxx X. Xxxxxx
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Its: Assistant Vice President
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MAPLEWOOD (CAYMAN) LIMITED
By: /s/ Xxxxxxx X. Xxxx
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Its: Second VP & Associate General
Counsel
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Its: Second VP & Associate General
Counsel
--------------------------------
BLACK DIAMOND CLO 2000-LTD.
By: /s/ Xxxxx Xxxx
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Its: Director
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CONSENT AND AGREEMENT
---------------------
As of the date and year first above written, each of the undersigned
hereby:
(a) fully consents to the terms and provisions of the above Amendment
and the consummation of the transactions contemplated hereby and agrees to
all terms and provisions of the above Amendment applicable to it;
(b) agrees that each Guaranty and all other agreements executed by any
of the undersigned in connection with the Loan Agreement or otherwise in
favor of the Agents or the Lenders, or any of them (collectively, the
"Guarantor Documents") are hereby ratified and confirmed and shall remain
in full force and effect, and each of the undersigned acknowledges that it
has no setoff, counterclaim, defense or other claim or dispute with respect
to any Guarantor Document; and
(c) acknowledges that its consent and agreement hereto is a condition
to the Lenders' obligation under this Amendment and it is in its interest
and to its financial benefit to execute this consent and agreement.
MICRO-FILTRATION, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary
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NUMATION, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary
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NUMATECH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary
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ULTRA AIR PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary
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MICROSMITH, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary
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EMPIRE AIR SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Secretary
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