EXHIBIT 10.1.27
LETTER AMENDMENT
Dated as of January 17, 1998
To the banks, financial institutions
and other institutional lenders
(collectively, the "Banks") party
-----
to the Credit Agreement referred to
below and to Credit Agricole Indosuez,
as administrative agent and as collateral
agent (the "Administrative Agent"),
--------------------
Swiss Bank Corporation, Stamford Branch,
as documentation and syndication agent,
and SBC Warburg Dillon Read Inc., as
advisor and arranger, for the Banks
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of November 26, 1997 (as amended,
supplemented or otherwise modified through the date hereof, the "Credit
------
Agreement") among the undersigned and you. Capitalized terms not otherwise
---------
defined in this Letter Amendment have the same meanings as specified in the
Credit Agreement.
It is hereby agreed by you and us as follows:
You have indicated your willingness, on the terms and conditions stated
below, to so agree. Accordingly, it is hereby agreed by you and us as follows:
Section 10.10 of the Credit Agreement is, effective as of the date of this
Letter Amendment, hereby amended in full to read as follows:
"10.10 Funded Indebtedness to Consolidated EBITDA. The Borrower shall
------------------------------------------
not permit the ratio of Funded Indebtedness (measured as of the applicable date
set forth below in this Section 10.10) of the Borrower and its Subsidiaries on a
consolidated basis to Consolidated EBITDA of the Borrower (measured as specified
below) to be greater than the ratio set forth opposite such date below:
Fiscal Quarter
Ended Ratio
-------------- --------
March 31, 1998 6.50:1.0
June 30, 1998 6.50:1.0
September 30, 1998 6.50:1.0
December 31, 1998 6.50:1.0
March 31, 1999 6.25:1.0
June 30, 1999 6.25:1.0
September 30, 1999 6.25:1.0
December 31, 1999 6.25:1.0
March 31, 2000 5.75:1.0
June 30, 2000 5.75:1.0
September 30, 2000 5.75:1.0
December 31, 2000 5.75:1.0
March 31, 2001 5.50:1.0
June 30, 2001 5.50:1.0
September 30, 2001 5.50:1.0
December 31, 2001 5.50:1.0
March 31, 2002 5.00:1.0
June 30, 2002 5.00:1.0
September 30, 2002 5.00:1.0
December 31, 2002 5.00:1.0
March 31, 2003 4.50:1.0
June 30, 2003 4.50:1.0
September 30, 2003
and each fiscal
quarter thereafter 4.50:1.0
For purposes of calculating the ratios specified above in this Section 10.10,
Consolidated EBITDA of the Borrower shall be: (i) for the period ending March
31, 1998, Consolidated EBITDA of the Borrower for the fiscal quarter ending
March 31, 1998 multiplied by four, (ii) for the period ending June 30, 1998,
Consolidated EBITDA of the Borrower for the two consecutive fiscal quarters
ending June 30, 1998 multiplied by two, (iii) for the period ending September
30, 1998, Consolidated EBITDA of the Borrower for the three consecutive fiscal
quarters ending September 30, 1998 multiplied by a fraction of 4/3, and (iv) for
each subsequent period, Consolidated EBITDA of the Borrower for a period of four
consecutive fiscal quarters of the Borrower, in each case taken as one
accounting period, ending on a date set forth above."
This Letter Amendment shall become effective as of the date first
above written when, and only when, the Administrative Agent shall have received
counterparts of this Letter Amendment executed by the undersigned and the
Required Banks or, as to any of the Banks, advice satisfactory to the
Administrative Agent that such Bank has executed this Letter Amendment. This
Letter Amendment is subject to the provisions of Section 15.10 of the Credit
Agreement.
On and after the effectiveness of this Letter 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 Letter Amendment.
The Credit Agreement, the Notes, and each of the other Credit
Documents, as specifically amended by this Letter 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 Security
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, in each case as amended by this Letter Amendment. The execution,
delivery and effectiveness of this Letter Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Bank or the Administrative Agent under the Credit Agreement or any of the
other Credit Documents, nor constitute a waiver of any provision of the Credit
Agreement or any of the other Credit Documents.
2
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning at least six counterparts of this Letter
Amendment to Shearman & Sterling, 599 Lexington Avenue, New York, N.Y. 10022-
6069, Attention: Xxxxxxx X. Xxxxxx.
This Letter 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 one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
3
This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
XXXXXXX FASTENERS INC.
/S/ XXXXXX X. XXXXX
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
XXXXXXX HOLDINGS INC.
/S/ XXXXXXXXX X. XXXXXXXX
PCI GROUP, INC.
/S/ XXXXXX X. XXXXX
SECRETARY
XXX FASTENER COMPANY, L.L.C.
/S/ XXXXXX X. XXXXX
SECRETARY
SCOMEX, INC.
/S/ XXXXXX X. XXXXX
SECRETARY
4
Agreed as of the date first above written:
CREDIT AGRICOLE INDOSUEZ
Individually and as Administrative Agent
/S/ XXXXXXX AROGHETI
VICE PRESIDENT
/S/ XXXXXXXX XXXXXXX
FIRST VICE PRESIDENT
SWISS BANK CORPORATION,
STAMFORD BRANCH
Individually and as Documentation Agent
and Syndication Agent
/S/ XXXXXX XXXXXXXXXXXXX
EXECUTIVE DIRECTOR
CREDIT RISK MANAGEMENT
/S/ XXXXXXX XXXXXXXX
ASSOCIATE DIRECTOR
BANKING PRODUCTS SUPPORT, N.A.
5
