Exhibit Number 10.4
Third Amendment to Credit Agreement
E-1
THIRD AMENDMENT AND WAIVER
THIRD AMENDMENT AND WAIVER (this "Amendment"), dated as of
October 31, 1996, among Stant Corporation (the "Borrower") and the lending
institutions party to the Credit Agreement referred to below (the "Banks"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and The Chase Manhattan Bank
as Agent are parties to the Credit Agreement, dated as of December 12, 1994 (as
amended, modified or supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Borrower has requested that the Banks agree to
waive and/or amend certain provisions of the Credit Agreement, and the Banks are
willing to amend such provisions, subject to and on the terms and conditions set
forth herein;
NOW THEREFORE, it is agreed:
1. It is hereby agreed that
(a) Section 7.16 is waived to the extent necessary to permit
Stant, through Epicor Industries, Inc., a Wholly Owned Subsidiary of
Stant, to purchase from Witco Corporation or its wholly owned
subsidiary, Southwest Petro-Chem, Inc., the business of (i) selling
LubriMatic brand lubricating greases and oils and certain related
equipment, (ii) manufacturing and selling LubriMatic brand and
private-label hand-operated grease guns and certain related equipment
and (iii) selling private label greases packaged in cartridges for use
with such hand-operated grease guns, without filing UCC financing
statements to perfect the Collateral Agent's security interests in any
such newly acquired inventory and equipment located anywhere other than
in the newly acquired plant in Spencer, Iowa, provided that, no later
than 90 days after such acquisition is consummated, all such newly
acquired inventory or equipment is transferred to a location in which
Stant or any of its Subsidiaries, as the case may be, keep assets in
which the Collateral Agent has an existing, perfected security
interest;
(b) Section 8.05 of the Credit Agreement is waived to
the extent necessary to permit the Borrower and its Subsidiaries
to transfer up to U.S.$10,000,000 in value of inventory to Trico
Canada; and
(c) Section 8.10 of the Credit Agreement is waived to the
extent necessary to permit Trico and Trico Technologies Corporation to
prepay all principal and interest on, and fees owing in respect of, the
Indebtedness owing by it to the CIT Group and listed as items D and G
on Annex VI to the Credit Agreement.
2. The Credit Agreement is hereby amended as follows:
(a) Section 8.02 is amended by (x) deleting the "and" at the
end of clause (iv) thereof; (y) inserting a ";" in lieu of the period
at the end of clause (v) thereof; and inserting new clauses (vi) and
(vii) to read:
"(vi) The Canadian wholly owned Foreign Subsidiary of the
Borrower ("Trico Canada") may incur indebtedness to the
Borrower and the Subsidiary Guarantors in connection with the
transfer of up to U.S. $10,000,000 of inventory from the
Borrower and its Subsidiaries to Trico Canada; and
(vii) Trico Latinoamericana S.A. ("Trico LA"), a wholly
owned Foreign Subsidiary of the Borrower, may incur
Indebtedness for working capital and capital expenditure
purposes from time to time pursuant to one or more revolving
credit or similar agreements, provided that (A) the aggregate
principal amount of such Indebtedness at any time outstanding
pursuant to this clause (vii), when aggregated with
Indebtedness of Trico LA constituting Foreign Intercompany
Loans, shall not exceed $6,000,000, (B) such Indebtedness may
be secured, but only with the assets of Trico LA and (C) no
Person other than Trico LA and either the Borrower or a
Subsidiary Guarantor shall have guaranteed or be contingently
liable for the repayment of such Indebtedness.";
(b)Section 8.05 is amended by (x) deleting the "and" after
clause (x) thereof; (y) inserting a "; and" in lieu of the period at
the end of clause (xi) thereof; and (z) inserting a new clause (xii) to
read:
"(xii) the Borrower and the Subsidiary Guarantors may
transfer assets among themselves.";
(c) Section 8.06(i)(B) is amended by (i) inserting an "and" in
lieu of the semicolon preceding subclause (y) and (ii) inserting a new
subclause (y) in lieu of subclauses (y) and (z) to read:
"(y) the indebtedness evidenced thereby is permitted by
Section 8.02;";
(d) Section 8.14(ii) is amended by changing the references
to "clause (i)(y)" therein to read "clause (i)"; and
(e) Section 10 of the Credit Agreement is amended by
inserting in the appropriate alphabetical order the following new
definitions:
"Trico Canada" shall have the meaning provided in Section 8.02(vi).
"Trico LA" shall have the meaning provided in Section 8.02(vii).
3. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that (x) no Default or Event of
Default exists on the Effective Date (as defined below), both before and after
giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Documents shall be true and correct in all
material respects on the Effective Date both before and after giving effect to
this Amendment, with the same effect as though such representations and
warranties had been made on and as of the Effective Date (it being understood
that any representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
4. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
5. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
6. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws
of the State of New York.
7. This Amendment shall become effective as of the date (the
"Effective Date") when each of the Borrower and the Required Banks shall have
duly executed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of facsimile transmission) the same to the
Agent at its Notice Office.
8. From and after the Effective Date, all references to the
Credit Agreement in the Credit Agreement and the other Credit Documents shall be
deemed to be references to such Credit Agreement as modified hereby.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.
Address: STANT CORPORATION
By Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President -
Finance and Chief
Financial Officer
THE CHASE MANHATTAN BANK,
Individually and as Agent
By Xxxxxxxx Xxxxxxx
--------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS
By Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
BANQUE PARIBAS
By Xxxx X. Xxxxxx
---------------------------
Name: Xxxx X. Xxxxxx
Title: Asst. Vice President
By Xxxxx Xxxx
---------------------------
Name: Xxxxx Xxxx
Title: General Manager
COMERICA BANK
By Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
CREDIT LYONNAIS CHICAGO
BRANCH
By Michel Buysschaert
---------------------------
Name: Michel Buysschaert
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By Xxxxx Xxxxxxxx
---------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
By Xxxxxxxx X. Xxxx
--------------------------
Name: Xxxxxxxx X. Xxxx
Title: Vice President
MARINE MIDLAND BANK
By Xxxx XxXxxx
---------------------------
Name: Xxxx XxXxxx
Title: Vice President
MELLON BANK, N.A.
By Xxxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: First Vice President
NATIONAL CITY BANK
By Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: Assistant Vice President
NBD BANK, N.A.
By Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
SOCIETE GENERALE
By May X. Xxxxxxx
---------------------------
Name: May X. Xxxxxxx
Title: Vice President
STAR BANK, N.A.
By Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
By Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
Title: Corporate Banking Officer
THE FIRST NATIONAL BANK OF
BOSTON
By Xxxxxxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxxxxxx X. Xxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD.
By Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President and Deputy
General Manager
UNITED STATES NATIONAL BANK
OF OREGON
By Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
