Exhibit 99.1
AMENDMENT NO. 2
This AMENDMENT NO. 2 ("Amendment") is made as of March 2, 2000 by and
among PRECISION PARTNERS, INC., a Delaware corporation (the "Borrower"),
PRECISION PARTNERS HOLDING COMPANY, a Delaware corporation, MID STATE MACHINE
PRODUCTS, a Maine corporation, GALAXY INDUSTRIES CORPORATION, a Michigan
corporation, CERTIFIED FABRICATORS, INC., a California corporation, GENERAL
AUTOMATION, INC., an Illinois corporation, NATIONWIDE PRECISION PRODUCTS CORP.,
a New York corporation, XXXXXXXX MACHINE & TOOL CO., INC. a New York
corporation, the Lenders listed on the signature pages hereof (the "Lenders")
and CITICORP U.S.A., INC., as Administrative Agent for the Lenders (in such
capacity, the "Agent"). This agreement is made with reference to that certain
Credit Agreement dated as of March 19, 1999, and as amended on August 9, 1999 by
and among the Borrower, the Guarantors, the Agent, Bank of America, N.A.
(successor to NationsBank, N.A.), as Syndication Agent, Sun Trust Bank, Atlanta,
as Documentation Agent, and the Lenders (the "Credit Agreement"). All
capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.
WHEREAS, the Borrower, the Agent, the Documentation Agent, the
Syndication Agent and the Lenders entered into the Credit Agreement;
WHEREAS, the Borrower has requested waivers of compliance with, and
amendment to, certain provisions of the Credit Agreement; and
WHEREAS, the Required Lenders desire to waive compliance with and amend
certain provisions of the Credit Agreement;
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 Section 7.1(b) of the Credit Agreement is hereby amended by
replacing it with the following:
CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated Interest
Coverage Ratio of the Borrower for any period of four consecutive fiscal
quarters ending during any period set forth below (i) if the Consolidated Senior
Leverage Ratio at the end of any such period for four consecutive fiscal
quarters is less than or equal to 2.0 to 1.0, to be less than that set forth
below in column A opposite such period, or (ii) if the Consolidated Senior
Leverage Ratio is greater than 2.0 to 1.0, to be less than that set forth below
in column B opposite such period:
Consolidated
Interest Coverage Ratio
Period A B
Closing Date - March 31, 1999 1.90 to 1.0 1.90 to 1.0
April 1, 1999 - June 30, 1999 2.00 to 1.0 2.00 to 1.0
July 1, 1999 - September 30, 1999 1.85 to 1.0 1.85 to 1.0
October 1, 1999 - December 31, 1999 1.90 to 1.0 1.90 to 1.0
January 1 - March 31, 2000 1.75 to 1.0 1.75 to 1.0
April 1, 2000 - June 30, 2000 1.75 to 1.0 1.75 to 1.0
July 1, 2000 - September 30, 2000 1.85 to 1.0 1.85 to 1.0
October 1, 2000 - December 31, 2000 1.95 to 1.0 1.95 to 1.0
January 1, 2001 - December 31, 2001 2.25 to 1.0 2.50 to 1.0
January 1, 2002 - and thereafter 2.50 to 1.0 2.75 to 1.0
-2-
SECTION 2. RATIFICATION OF AGREEMENT
2.1 To induce the Required Lenders to enter into this Amendment, the
Borrower and the Guarantors jointly and severally represent and warrant that
after giving effect to this Amendment no violation of the terms of the Credit
Agreement exist and all representations and warranties contained in the Credit
Agreement are true, correct and complete in all material respects on and as of
the date hereof except to the extent such representations and warranties
specifically relate to an earlier date in which case they were true, correct and
complete in all material respects on and as of such earlier date.
2.2 Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and the Credit Documents are
unchanged, and said agreements, as amended, shall remain in full force and
effect and are hereby confirmed and ratified.
SECTION 3. COUNTERPARTS; CONDITIONS TO EFFECTIVENESS
This Amendment may be executed in any number of counterparts, and all
such counterparts taken together shall be deemed to constitute one and the same
instrument. Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals. This Amendment shall become
effective as of the date hereof upon (i) the execution of the counterparts
hereof by the Borrower, the Guarantors and the Required Lenders and (ii) payment
by the Borrower for the benefit of the consenting Lenders of an amendment fee of
12.5 basis points of the amount of the Commitment.
SECTION 4. GOVERNING LAW
THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 5. ACKNOWLEDGMENT AND CONSENT BY THE GUARANTORS
Each Guarantor hereby acknowledges that it has read this Amendment and
consents to the terms hereof and further confirms and agrees that its
obligations under its Guarantee are not impaired or adversely affected by this
Amendment, and such Guarantee is, and shall continue to be, in full force and
effect and is hereby confirmed and ratified in all respects.
[SIGNATURE PAGES FOLLOW]
-3-
Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.
PRECISION PARTNERS, INC.
NATIONWIDE PRECISION PRODUCTS
CORPORATION
GALAXY INDUSTRIES CORPORATION
MID STATE MACHINE PRODUCTS
GENERAL AUTOMATION, INC.
CERTIFIED FABRICATORS, INC.
XXXXXXXX MACHINE & TOOL CO., INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
PRECISION PARTNERS HOLDING COMPANY
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-4-
CITICORP U.S.A, INC.
as Administrative Agent
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Attorney in Fact
CITICORP U.S.A., INC.
as a Lender
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Attorney in Fact
BANK OF AMERICA, N.A. (successor to
NationsBank, N.A.), as a Lender
By: /s/ Xxxx X. X'Xxxxx
---------------------------------
Name: Xxxx X. O'N'eill
Title: Managing Director
SUNTRUST BANK, ATLANTA
as a Lender
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Director
