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EXHIBIT 4.3
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of January 15, 1997
(the "Amendment"), is entered into among SPECIALTY EQUIPMENT COMPANIES, INC., a
Delaware corporation (the "Company"), the "Banks" (as defined herein) and BANK
OF AMERICA ILLINOIS, as agent for the Banks (in such capacity, the "Agent").
R E C I T A L S:
A. The Company, the banks named therein (the "Banks") and the
Agent entered into that certain Credit Agreement, dated as of December 1, 1996
(the "Credit Agreement").
B. The Company has requested that the Agent and the Banks enter
into this Amendment in order to temporarily increase the "L/C Facility
Commitment" (as defined in the Credit Agreement) and to amend certain other
provisions of the Credit Agreement.
C. Capitalized terms used herein and not otherwise defined shall
have the meanings provided for in the Credit Agreement.
1. AMENDMENT
1.1 Subsection 2.7(a) of the Credit Agreement is hereby amended by
deleting the first sentence thereof and substituting the following in its
stead:
"Subject to the terms and conditions and relying upon the
representations and warranties herein set forth, the Issuing Bank
agrees, at any time and from time to time on or after the Closing Date
until the Termination Date, to issue and deliver or to extend the
expiry of Letters of Credit for the account of the Company in an
aggregate undrawn amount at any time outstanding which does not exceed
(i) $19,000,000 during the period from January 15, 1997 through and
including April 14, 1997, and (ii) $15,000,000 at all other times (the
"L/C Facility Commitment"); provided, however, that the Issuing Bank
shall not issue or extend the expiry of any Letter of Credit if,
immediately after giving effect to such issuance or extension, the
aggregate outstanding principal balance of the Revolving Loans and the
L/C Exposure would exceed the aggregate Commitments."
1.2 Subsection 2.10(b) of the Loan Agreement is hereby deleted and
the following is inserted in its stead:
"(b) UNUSED LOAN FEE. If during any calendar quarter
prior to the Termination Date (or portion of the
calendar quarter for 1996 and the calendar quarter in
which the Termination Date occurs), the average daily
balance of the Revolving Loan is less than
$45,000,000, the Company shall pay to Agent, for the
ratable benefit of the Banks, in addition to any
interest, late charges or liquidated damages due
under this Agreement, an amount ("Unused Loan Fee")
equal to the quotient of an amount equal to the
positive difference between $45,000,000 and the
average daily balance of the Revolving Loan during
such calendar quarter (or portion of the calendar
quarter for 1996 and the calendar quarter in which
the Termination Date occurs), multiplied by a rate
equal to 0.15%, divided by four. The amount of any
Unused Revolving Loan Fee shall be payable within
five days after determination thereof by Agent and
notice to the Company of the amount thereof."
2. MISCELLANEOUS
2.1 LIMITED NATURE OF AMENDMENTS. The parties hereto acknowledge
and agree that the terms and provisions of this Amendment amend, add to and
constitute a part of the Credit Agreement. Except as expressly modified and
amended by the terms of this Amendment, all of the other terms and conditions
of the Credit Agreement and all documents executed in connection therewith or
referred to or incorporated therein remain in full force and effect and are
hereby ratified, reaffirmed, confirmed and approved.
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2.2 CONFLICT. If there is an express conflict between the terms
of this Amendment and the terms of the Credit Agreement, or any of the other
agreements or documents executed in connection therewith or referred to or
incorporated therein, the terms of this Amendment shall govern and control.
2.3 COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original.
2.4 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agent and the Banks as follows: (A) the Company has all
necessary power and authority to execute and deliver this Amendment and perform
its obligations hereunder; (B) this Amendment and the Credit Agreement, as
amended hereby, constitute the legal, valid and binding obligations of the
Company and are enforceable against the Company in accordance with their terms;
and (C) all representations and warranties of the Company contained in the
Credit Agreement and all other agreements, instruments and other writings
relating thereto are true and complete as of the date hereof.
2.5 GOVERNING LAW. This Amendment shall be construed in
accordance with and governed by and the internal laws of the State of Illinois,
without giving effect to choice of law principles.
IN WITNESS WHEREOF, the Company, the Agent and the Banks have caused
this Amendment to be duly executed by their respective authorized officers as
of the day and year first above written.
SPECIALTY EQUIPMENT COMPANIES, INC.
By:
Name:
Title:
BANK OF AMERICA ILLINOIS, as Agent
By:
Name:
Title:
BANK OF AMERICA ILLINOIS, as a Bank
By:
Name:
Title:
XXXXXX TRUST AND SAVINGS BANK, as a Bank
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By:
Name:
Title:
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