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AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of October 16, 1997
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT among Penda
Corporation, a Florida corporation (the "Borrower"), the Lenders and Banque
Nationale de Paris, New York Branch, as Agent (the "Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered into an Amended
and Restated Credit Agreement dated as of July 14, 1995 (as amended,
supplemented or otherwise modified through the date hereof, the "Credit
Agreement"). Capitalized terms not otherwise defined in this Amendment have
the same meanings as specified in the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
(3) The Required Lenders are, on the terms and conditions stated below,
willing to grant the request of the Borrower and the Borrower and the Required
Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4, hereby amended as follows:
(a) Section 5.04(b) is amended in full to read as follows:
"Interest Coverage Ratio. Maintain, as of the end of each period of
four Fiscal Quarters, on a Consolidated basis for itself and its
Subsidiaries an Interest Coverage Ratio of not less than the amount set
forth below for such periods set forth below:
Four Fiscal Quarter
Period Ending On or About Ratio
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September 30, 1995 1.85
December 31, 1995
through June 30, 1997 2.00
September 30, 1997 1.75
December 31, 1997
and thereafter 2.00"
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of September 30, 1997 when, and only when, the Agent
shall have received counterparts of this Amendment executed by the
Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment and
the consent attached hereto executed by the Guarantor. The effectiveness
of this Amendment is conditioned upon the accuracy of the factual matters
described herein. This Amendment is subject to the provisions of Section
8.01 of the Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a) 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 Loan Documents to "the Credit Agreement",
"thereunder", "thereof" or words of like import
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referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Amendment.
(b) The Credit Agreement and, the Notes and each of the other Loan
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 Loan Parties under the Loan
Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 4. Costs, Expenses. The Borrower agrees to pay on demand all
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 5. 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 telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
PENDA CORPORATION
By: /s/ Xxx X. Xxxxx
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Title: Vice President - CFO
BANQUE NATIONAL DE PARIS,
as Agent and as Lender
By: /s/ Xxxxxxx Xxxxxxx
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Title: Vice President
By: /s/ Xxxx Xxxxxx
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Title: Assistant Vice President
FIRSTAR BANK MILWAUKEE, N.A.
By: /s/ Xxxxx X. Xxxxx
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Title: Vice President Corporate Banking
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CONSENT
Dated as of October 16, 1997
The undersigned, Tri-Glas Corporation, an Alabama corporation, as
Guarantor under the Subsidiaries Guaranty dated July 15, 1995 (the "Guaranty")
in favor of the Agent , for its benefit and the benefit of the Lenders parties
to the Credit Agreement referred to in the foregoing Amendment, hereby consents
to such Amendment and hereby confirms and agrees that (a) notwithstanding the
effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference
in the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of
like import shall mean and be a reference to the Credit Agreement, as amended
by such Amendment, and (b) the Collateral Documents to which such Grantor is a
party and all of the Collateral described therein do, and shall continue to,
secure the payment of all of the Secured Obligations (in each case, as defined
therein).
TRI-GLAS CORPORATION
By: /s/ Xxx X. Xxxxx
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Title: Vice President - Chief Financial Officer
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