EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as
of November 21, 2001, is by and among COLUMBUS XXXXXXXX CORPORATION, a New York
corporation (the "BORROWER"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "LENDERS"), FLEET NATIONAL BANK, as Initial Issuing Bank
(the "INITIAL ISSUING BANK"), FLEET NATIONAL BANK, as the Swing Line Bank (the
"SWING LINE BANK"; each of the Lenders, the Initial Issuing Bank and the Swing
Line Bank, individually, a "LENDER PARTY" and, collectively, the "LENDER
PARTIES"), and FLEET NATIONAL BANK, as administrative agent (together with any
successor appointed pursuant to Article VII of the Credit Agreement, the
"ADMINISTRATIVE AGENT") for the Lender Parties.
W I T N E S S E T H :
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WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank
and Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit Agreement,
dated as of September 23, 1998, that certain Second Amendment to Credit
Agreement and Consent, dated as of February 12, 1999, that certain Third
Amendment to Credit Agreement and Consent, dated as of November 16, 1999, that
certain Fourth Amendment to Credit Agreement and Waiver, dated as of February
15, 2000, that certain Fifth Amendment to Credit Agreement, dated as of
September 28, 2000, that certain Sixth Amendment to Credit Agreement and
Consent, dated as of February 5, 2001, and that certain Seventh Amendment to
Credit Agreement and Consent, dated as of June 26, 2001 (as so amended and as it
may hereafter be further amended, supplemented, restated, extended or otherwise
modified from time to time, the "CREDIT AGREEMENT");
WHEREAS, the Borrower has requested that the Administrative Agent and
Lender Parties amend the Credit Agreement as and to the extent set forth in this
Amendment; and
WHEREAS, the Administrative Agent and Lender Parties are agreeable to the
foregoing as and to the extent set forth in this Amendment and subject to each
of the terms and conditions stated herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants set forth herein and of the loans or other extensions of credit
heretofore, now or hereafter made to, or for the benefit of, the Borrower and
its Subsidiaries by the Lender Parties, the parties hereto hereby agree as
follows:
1. DEFINITIONS. Except to the extent otherwise specified herein,
capitalized terms used in this Amendment shall have the same meanings ascribed
to them in the Credit Agreement.
2. AMENDMENTS.
2.1. Section 1.01 of the Credit Agreement is amended by inserting the
following definition in the appropriate alphabetical order:
"`JAPANESE YEN' means the lawful currency of Japan."
2.2. Section 1.01 of the Credit Agreement is further amended by
inserting in the definition of "ALTERNATIVE CURRENCY" after the words "Danish
Crowns," and before the words "Deutsche Marks," the words "Japanese Yen,".
2.3. Section 1.01 of the Credit Agreement is further amended by
inserting in the definition of "ASSIGNED DOLLAR VALUE" before the words "Pounds
Sterling" in clause (b)(ii)(A) thereof the words "Japanese Yen,".
2.4. Section 1.01 of the Credit Agreement is further amended by deleting
the definition of "Exchange Rate" in its entirety and replacing it with the
following:
"`EXCHANGE RATE' shall mean, on any day, (a) with respect to the Euro,
Japanese Yen, Pounds Sterling (prior to the Conversion Date for the
United Kingdom), Danish Crowns (prior to the Conversion Date for Denmark)
and Deutsche Marks (prior to the Conversion Date for the Federal Republic
of Germany), the spot rate at which U.S. Dollars are offered on such day
by the Administrative Agent in London for such Alternative Currency at
approximately 11:00 A.M. (London time), (b) with respect to U.S. Dollars
in relation to the Euro, Japanese Yen, Pounds Sterling (prior to the
Conversion Date for the United Kingdom), Danish Crowns (prior to the
Conversion Date for Denmark) and Deutsche Marks (prior to the Conversion
Date for the Federal Republic of Germany), the spot rate at which such
Alternative Currency is offered on such day by the Administrative Agent
in London for U.S. Dollars at approximately 11:00 A.M. (London time) and
(c) with respect to Pounds Sterling (on and after the Conversion Date for
the United Kingdom), Danish Crowns (on and after the Conversion Date for
Denmark) and Deutsche Marks (on and after the Conversion Date for the
Federal Republic of Germany), the official exchange rate for such
currency as recognized by the European Central Bank on the Conversion
Date for such country. For purposes of determining the Exchange Rate in
connection with an Alternative Currency Revolving Credit Borrowing, such
Exchange Rate shall be determined as of the Exchange Rate Determination
Date for such Borrowing. The Administrative Agent shall provide Borrower
with the then current Exchange Rate from time to time upon Borrower's
request therefor."
3. CONDITION PRECEDENT TO THIS AMENDMENT. The effectiveness of this
Amendment is subject to the satisfaction, in form and substance satisfactory to
the Administrative Agent, of the following condition precedent:
3.1. The Borrower, Required Lenders and Required Alternative Currency
Lenders shall have duly executed and delivered this Amendment and each other
Loan Party shall have duly executed the Acknowledgment and Ratification in
connection with this Amendment.
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4. REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS.
4.1. Except as specifically amended in Section 2 above, the Credit
Agreement and each of the other Loan Documents shall remain in full force and
effect and each is hereby ratified and confirmed.
4.2. Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Loan
Document to the Credit Agreement or any word or words of similar import shall
mean and be a reference to the Credit Agreement as amended hereby.
5. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same instrument. Delivery of
an executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.
6. COSTS AND EXPENSES. The Borrower shall pay on demand all reasonable
fees, costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
8. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized on the date
first above written.
COLUMBUS XXXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
ACKNOWLEDGMENT AND RATIFICATION
The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, the Security Agreement, and the Intellectual Property
Security Agreement, and each other Loan Document executed by the undersigned
shall remain in full force and effect and each is hereby ratified and confirmed
by and on behalf of the undersigned, this 21st day of November 2001.
AUTOMATIC SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
LICO STEEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
CRANE, ENGINEERING & SERVICE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
HANDLING SYSTEMS AND CONVEYORS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
YALE INDUSTRIAL PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
LENDERS
FLEET NATIONAL BANK, as Administrative
Agent, Initial Issuing Bank, Swing Line
Bank and Lender
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
ABN-AMRO BANK N.V. NEW YORK
BRANCH, as a Co-Agent and Lender
By: /s/ Xxxxxx Xxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxx
-----------------------------------
Title: Group Vice President and Director
----------------------------------
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
THE BANK OF NOVA SCOTIA, as a Co-Agent
and Lender
By: /s/ J. Xxxx Xxxxxxx
-----------------------------------
Name: J. Xxxx Xxxxxxx
-----------------------------------
Title: Managing Director
----------------------------------
LENDERS
MANUFACTURERS AND TRADERS TRUST
COMPANY, as a Co-Agent and Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
-----------------------------------
Title: Assistant Vice President
----------------------------------
LENDERS
HSBC BANK USA (formerly known as Marine
Midland Bank), as a Co-Agent and Lender
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
COMERICA BANK
By: /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
-----------------------------------
Title: Account Officer
----------------------------------
LENDERS
FIRST UNION NATIONAL BANK
By:
-----------------------------------
Name:
-----------------------------------
Title:
----------------------------------
LENDERS
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
BANKERS TRUST COMPANY
By:
-----------------------------------
Name:
-----------------------------------
Title:
----------------------------------
LENDERS
THE BANK OF NEW YORK
By: /s/ Xxxxxxxxx X. Rio
-----------------------------------
Name: Xxxxxxxxx X. Rio
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
NATIONAL BANK OF CANADA
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
-----------------------------------
Title: Assistant Vice President
----------------------------------
By: /s/ Xxx X. Xxxxxxxxx
-----------------------------------
Name: Xxx X. Xxxxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
LENDERS
NATIONAL CITY BANK OF PENNSYLVANIA
By: /s/ Xxxx X. Xxxxx
-----------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------
Title: Assistant Vice President
----------------------------------
