AMENDMENT NO. 3 AMENDMENT NO. 3 (this "Amendment"), dated as of July 15, 2005, to that certain Credit and Guaranty Agreement, dated as of June 4, 2004, as amended (the "Credit Agreement"; capitalized terms used herein and not defined shall have the...
Exhibit 10.30
AMENDMENT XX. 0
XXXXXXXXX XX. 0 (this "Amendment"), dated as of July 15, 2005, to that
certain Credit and Guaranty Agreement, dated as of June 4, 2004, as amended (the
"Credit Agreement"; capitalized terms used herein and not defined shall have the
meaning set forth in the Credit Agreement), among MAAX CORPORATION, a Nova
Scotia unlimited company ("Company"), BEAUCELAND CORPORATION, a Nova Scotia
unlimited company ("Holdings"), CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors,
the Lenders party thereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P.,
as Joint Lead Arranger and as Syndication Agent, ROYAL BANK OF CANADA, as
Administrative Agent (in such capacity, "Administrative Agent") and as
Collateral Agent, ROYAL BANK OF CANADA, ACTING THROUGH ITS BUSINESS GROUP RBC
CAPITAL MARKETS, as Joint Lead Arranger, and XXXXXXX XXXXX & CO., XXXXXXX LYNCH,
PIERCE, XXXXXX & XXXXX INCORPORATED, as Joint Lead Arranger and as Documentation
Agent.
WITNESSETH:
WHEREAS, Company desires to amend the Credit Agreement to modify its
monthly reporting obligations; and
WHEREAS, pursuant to Section 10.5 of the Credit Agreement, Company and
each of the undersigned Lenders hereby agree to amend the Credit Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION ONE - Amendment. Subject to the satisfaction of the conditions
set forth in Section Two hereof, Section 5.1(a) of the Credit Agreement is
hereby amended by deleting "As soon as available, and in any event within 40
days after the end of each month ending after the Closing Date," and replacing
it with:
"As soon as available, and in any event within 40 days after the end
of each of the first two months of each Fiscal Quarter ending after the
Closing Date,".
SECTION TWO - Conditions to Effectiveness. This Amendment shall become
effective as of the Closing Date as if entered into on the Closing Date when,
and only when, Administrative Agent shall have received counterparts of this
Amendment executed by Company and the Requisite Lenders. The effectiveness of
this Amendment (other than Sections Five, Six and Seven hereof) is conditioned
upon the accuracy of the representations and warranties set forth in Section
Three hereof.
SECTION THREE - Representations and Warranties; Covenants. In order to
induce the Lenders to enter into this Amendment, the Company represents and
warrants to each of the Lenders and the Agents that after giving effect to this
Amendment, (x) no Event of Default or Default has occurred and is continuing;
and (y) the representations and warranties contained in the Credit Agreement and
in the other Credit Documents are true and correct in all material
respects (and any such representations and warranties that contain a materiality
or Material Adverse Effect qualification are true and correct in all respects)
on and as of the date hereof to the same extent as though made on and as of the
date hereof, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and
warranties were true and correct in all material respects on and as of such
earlier date.
SECTION FOUR - Reference to and Effect on the Credit Agreement and the
Notes. On and after the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Notes and
each of the other Credit Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended by this Amendment. The
Credit Agreement, the Notes and each of the other Credit Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall continue to secure the payment of
all Obligations of the Credit Parties under the Credit Documents. The execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as an amendment or waiver of any right, power or remedy
of any Lender or any Agent under any of the Credit Documents, nor constitute an
amendment or waiver of any provision of any of the Credit Documents.
SECTION FIVE - Costs, Expenses and Taxes. Company agrees to pay all
reasonable costs and expenses of the Agents in connection with the preparation,
execution and delivery of this Amendment and the other instruments and documents
to be delivered hereunder, if any (including, without limitation, the reasonable
fees and expenses of Xxxxxx Xxxxxx & Xxxxxxx LLP) in accordance with the terms
of Section 10.2 of the Credit Agreement.
SECTION SIX - Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION SEVEN - Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York, without
regard to the principles of conflicts of laws thereof to the extent that the
application of the laws of another jurisdiction would be required thereby.
[SIGNATURE PAGES FOLLOW]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered as of the day and year first above written.
MAAX CORPORATION
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
& Chief Financial Officer
-3-
UBS AG, Stamford Branch
as a Lender
By: /s/ Xxxxxxx X. Saint
--------------------------------------
Name: Xxxxxxx X. Saint
Title: Director, Banking Products
Services, US
If second signature is necessary:
By: /s/ Xxxx Xxxxxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxxxxx
Title: Associate Director, Banking
Products Services, US
-0-
Xxxxxxxx Xxxx Xxxx, Xxxxxx Branch
as a Lender
By: /s/ J. Xxxxxx Xxxxxxx
--------------------------------------
Name: J. Xxxxxx Xxxxxxx
Title: Vice President, National City Bank,
Canada Branch
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-5-
CITIBANK, N.A., Canadian Branch
as a Lender
By: /s/ Xxxxxxxx Xxxx
--------------------------------------
Name: Xxxxxxxx Xxxx
Title: Director
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-6-
Comerica Bank
as a Lender
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Director, Comerica Bank Private
Equity Group
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-7-
Xx Xxxxxx centrale Xxxxxxxxxx du Quebec
as a Lender
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
Title: Senior Manager
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice president
-0-
Xxxxxxxx Xxxx, Xxxxxx Branch
as a Lender
By: /s/ Xxxxxx Xxxxx
--------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice-President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-0-
Xxxxxxx Xxxxx Xxxxxxx Xxxxxx Inc.
as a Lender
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
-00-
Xxxxxxxxxx Xxxx-xxx Xxxxxxxxxxx XX,
Xxx Xxxx Branch
as a Lender
By: /s/ X. Xxxxx
--------------------------------------
Name: X. Xxxxx
Title: Director
If second signature is necessary:
By: /s/ X. Xxxxxxx
--------------------------------------
Name: X. Xxxxxxx
Title: Associate Director
-11-
Bank of Montreal
as a Lender
By: /s/ Xxx Xxxxxxx
--------------------------------------
Name: Xxx Xxxxxxx
Title: Directeur Principal
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-12-
KZH Soleil LLC
as a Lender
By: /s/ Xxxxx Xxx
--------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
If second signature is necessary:
By: N/A
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-00-
XXX Xxxxxx-0 LLC
as a Lender
By: /s/ Xxxxx Xxx
--------------------------------------
Name: Xxxxx Xxx
Title: Authorized Agent
If second signature is necessary:
By: N/A
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-14-
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-15-
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-16-
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-17-
XXXXXXX & CO
By: Boston Management and Research as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-18-
XXXXX XXXXX LIMITED DURATION INCOME FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-19-
XXXXX XXXXX SENIOR FLOATING-RATE TRUST
By: Xxxxx Xxxxx Management as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-20-
XXXXX XXXXX SHORT DURATION
DIVERSIFIED INCOME FUND
By: Xxxxx Xxxxx Management as
Investment Advisor
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-21-
PPM MONARCH BAY FUNDING LLC,
as a Lender
By: /s/ M. Xxxxxxxx Xxxxxxx
--------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
-22-
PPM SPYGLASS FUNDING TRUST,
as a Lender
By: /s/ Xxx X. Xxxxxx
--------------------------------------
Name: Xxx X. Xxxxxx
Title: Authorized Agent
-23-
WATERVILLE FUNDING LLC,
as a Lender
By: /s/ M. Xxxxxxxx Xxxxxxx
--------------------------------------
Name: M. Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
-24-
National Bank of Canada - New York Branch
as a Lender
By: /s/ Xxxxxxx Xxxx
--------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
-25-
Royal Bank of Canada
as a Lender
By: /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Attorney-in-fact
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-26-
SunAmerica Senior Floating Rate Fund, Inc.
By: AIG Global Investment Corp.
Investment Sub-Adviser
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-27-
Galaxy CLO 2003-1, Ltd.
By: AIG Global Investment Corp.
Its Investment Adviser
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-28-
SunAmerica Life Insurance Company
By: AIG Global Investment Corp.
Its Investment Adviser
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-29-
Galaxy III CLO, Ltd.
By: AIG Global Investment Corp.
Its Investment Adviser
By: /s/ W. Xxxxxxx Xxxxxx
--------------------------------------
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-00-
XXXXXXX XXXXX CREDIT PRODUCTS, LLC
as a Lender
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
If second signature is necessary:
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
-31-
