Exhibit 4.3
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Fourth Amendment to Revolving Credit Agreement (this "Amendment") is
entered into as of the 19th day of November, 1996, by and between Binks
Manufacturing Company, a Delaware corporation (the "Company"), and NBD Bank, a
Michigan banking corporation (f/k/a NBD Bank, N.A.) (the "Bank").
WITNESSETH:
WHEREAS, the Company and the Bank have entered into that certain Revolving
Credit Agreement, dated as of February 24, 1992 (as amended, extended, modified,
or supplemented from time to time, the "Credit Agreement");
WHEREAS, the undersigned parties desire to amend the Credit Agreement in
certain respects;
NOW, THEREFORE, for good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, the undersigned parties agree as
follows:
I. DEFINITIONS
Capitalized terms used herein but not defined herein shall have the meaning
ascribed thereto in the Credit Agreement, as amended hereby.
II. AMENDMENTS
The Credit Agreement is hereby amended to as follows:
(a) The definition of "Termination Date" in Section 1.1 of the Credit
Agreement is hereby deleted in its entirety and replaced as follows:
"TERMINATION DATE" MEANS THE EARLIER TO OCCUR OF
(A) MARCH 31, 1998 AND (B) THE DATE ON WHICH THE
REVOLVING COMMITMENT SHALL BE TERMINATED PURSUANT
TO THE PROVISIONS OF THIS AGREEMENT.
(b) The number "$10,000,000" is deleted from Section 6.2(a)(x) and
replaced with the number "$15,000,000".
(c) The number "1.3" is deleted from Section 6.3(c) and replaced with
the number "1.6".
III. RATIFICATION AND AFFIRMATION
The Credit Agreement, as amended hereby, is hereby ratified and affirmed
and shall in all other respects remain in full force and effect. Nothing
contained herein shall be construed to waive any Default or Event of Default
existing under the Credit Agreement.
IV. REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Bank that:
(a) The execution, delivery and performance of this Amendment has been
duly authorized by all necessary corporate action and will not require any
consent or approval of its stockholders, violate any provision of any law, rule,
regulations, order, writ, judgment, injunction, decree, determination or award
presently in effect having applicability to it or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which the Company is a party or by which it or its properties may
be bound or affected;
(b) No consent, approval or authorization of or declaration or filing with
any governmental authority or any non-governmental person or entity, including
without limitation, any creditor or partner of the Company is required on the
part of the Company, in connection with the execution, delivery and performance
of this Amendment or transactions contemplated hereby and thereby;
(c) The Credit Agreement, as amended hereby, is the legal, valid and
binding obligation of the Company, enforceable against it in accordance with the
terms thereof;
(d) After giving effect to the amendments contained herein and effective
pursuant hereto, the representations and warranties contained in Article V of
the Credit Agreement are true and correct on and as of the date hereof in the
same force and effect as if made on such date;
(e) There has been no adverse material change in the condition of the
business, properties, operations or condition, financial or otherwise, of the
Company and its Subsidiaries since the date of the Company's most recent
financial statements submitted to the Bank pursuant to the Credit Agreement.
There are no liabilities of the Company and its Subsidiaries fixed or
contingent, which are material but not reflected on such financial statements or
in the notes thereto; and
(f) No Event of Default or Default has occurred or exists under the Credit
Agreement, as amended hereby, as of the date hereof.
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V. CONDITIONS
This Amendment shall not become effective unless and until:
(a) All of the representations and warranties contained in Section IV
hereof shall be true and correct in all material respects; and
(b) All the undersigned parties shall have each executed and delivered
this Amendment.
VI. MISCELLANEOUS
(a) This Amendment shall be governed by the internal laws of the State of
Illinois;
(b) This Amendment may be executed in any number of counterparts with the
intention that all such counterparts, taken together, shall constitute one
original agreement. Any counterpart of this Amendment may be delivered by
facsimile, with the intention that such facsimile delivery will have the same
effect as delivery of an original counterpart thereof;
(c) The provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives, successors and
assigns; and
(d) The Company shall reimburse the Bank upon demand for all costs, fees
and expenses in the preparation, negotiation and implementation of this
Amendment and all related documentation including, without limitation, the
Bank's reasonable attorneys' fees.
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
day and year first above written.
BINKS MANUFACTURING COMPANY
By: /S/ XXXXX XXXXXXXX
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Its: PRESIDENT AND CEO
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NBD BANK
By: /S/
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Its: FIRST VICE PRESIDENT
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