EXHIBIT No. 10.64
CREDIT AGREEMENT AMENDMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March
3, 1997 (this "Amendment"), is by and among OWOSSO CORPORATION, a Pennsylvania
corporation ("Owosso"), AHAB INVESTMENT COMPANY, a Delaware corporation
("Ahab"), XXXXXX COMPANY, a Delaware corporation ("Xxxxxx"), DEWEZE
MANUFACTURING, INC., a Pennsylvania corporation ("DewEze"), THE LANDOVER
COMPANY, a Pennsylvania corporation ("Landover"), MOTOR PRODUCTS-OWOSSO
CORPORATION, a Delaware corporation ("Motor Products"), SNOWMAX, INCORPORATED, a
Pennsylvania corporation ("Snowmax"), SOONER TRAILER MANUFACTURING CO., a
Delaware corporation ("Sooner"), MOTOR PRODUCTS-OHIO CORPORATION, a Delaware
corporation ("Motor Products-Ohio"), GREAT BEND MANUFACTURING COMPANY, INC., a
Kansas corporation, STATURE ELECTRIC, INC., a New York corporation ("Stature"),
OWOSSO MOTOR GROUP, INC., a Pennsylvania corporation ("Motor Group"), and XXXXXX
INDUSTRIES, INC., a Washington corporation ("Xxxxxx" and, together with Owosso,
Ahab, Xxxxxx, DewEze, Landover, Motor Products, Snowmax, Sooner, Motor
Products-Ohio, Great Bend, Stature and Motor Group, collectively the "Borrowers"
and individually a "Borrower"), NBD BANK, a Michigan banking corporation
formerly known as NBD Bank, N.A. ("NBD"), PNC BANK, NATIONAL ASSOCIATION, a
national banking association ("PNC" and, together with NBD, collectively the
"Banks" and individually a "Bank"), and NBD BANK, as agent (in such capacity,
the "Agent") for the Banks.
INTRODUCTION
A. The Borrowers, the Banks and the Agent are parties to the
Credit Agreement, dated as of October 31, 1994, as amended by the First
Amendment to Credit Agreement, dated as of August 1, 1995, the Second Amendment
to Credit Agreement, dated as of September 1, 1995, the Third Amendment to
Credit Agreement, dated as of October 31, 1995, and the Fourth Amendment to
Credit Agreement, dated as of March 8, 1996, the Fifth Amendment to Credit
Agreement, dated as of May 31, 1996, and the Sixth Amendment to Credit
Agreement, dated as of December 1, 1996 (the "Credit Agreement"), pursuant to
which the Banks provide to the Borrowers, on a joint and several liability
basis, a revolving credit facility in the aggregate principal amount of
$55,000,000.
B. The Borrowers now desire certain covenants of the Borrowers
under the Credit Agreement be modified, and the Banks and the Agent are willing
to so amend the Credit Agreement on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual agreements
herein and in the Credit Agreement contained, the parties hereto agree as
follows:
ARTICLE I. CREDIT AGREEMENT AMENDMENTS
Effective as of the date hereof, the Credit Agreement hereby
is amended as follows:
1.1 The first sentence of the definition of the term
"Applicable Margin" in Section 1.1 is amended to read in full as follows:
"Applicable Margin" shall mean, for purposes of determining
the Eurodollar Rate applicable to Eurodollar Rate Loans
outstanding during any fiscal quarter of the Borrowers (the
"Applicable Quarter") (a) if the ratio of (i) the Consolidated
Total Debt of the Borrowers and their Subsidiaries to (ii) the
Consolidated EBITDA of the Borrowers and their Subsidiaries
determined as of the last day of the fiscal quarter of the
Borrowers (the "Determinative Quarter") immediately preceding
the Applicable Quarter (hereinafter, the "Relevant Ratio") is
equal to or greater than 3.75 to 1.00, one and three-quarters
of one percent (1 and 3/4 of 1%), (b) if the Relevant Ratio is
equal to or greater than 2.50 to 1.00 but less than 3.75 to
1.00, one and one-half of one percent (1 and 1/2 of 1%), (c)
if the Relevant Ratio is equal to or greater than 2.00 to 1.00
but less than 2.50 to 1.00, one and one-quarter of one percent
(1 and 1/4 of 1%), (d) if the Relevant Ratio is equal to or
greater than 1.50 to 1.00 but less than 2.00 to 1.00, one
percent (1%), and (e) if the Relevant Ratio is less than 1.50
to 1.00, three-quarters of one percent (3/4 of 1%); provided,
however, that if the Consolidated Tangible Net Worth of the
Borrowers and their Subsidiaries as of the end of the
Determinative Quarter is less than $14,000,000, each of the
various levels of the Applicable Margin as provided above will
be increased by one-quarter of one percent (1/4 of 1%).
1.2 The definitions of the terms "Available Facility
Coverage", "Excludable Other Borrower Indebtedness" and "Excludable Stature
Indebtedness" in Section 1.1 are deleted.
1.3 The definition of the term "Excluded Indebtedness" in
Section 1.1 is amended to read in full as follows:
"Excluded Indebtedness" shall mean all Indebtedness of Stature
Electric, Inc. to its former shareholders arising in
connection with its acquisition by Owosso.
1.4 The definition of the term "Fixed Charges" in Section 1.1
is amended to read in full as follows:
"Fixed Charges" of any person shall mean, for any period, the
sum, without duplication, of (a) interest paid or payable
during such period by such person on Indebtedness of such
person, plus (b) the maximum scheduled amount of principal or
other sums required to be paid by such person during the
period of four fiscal quarters of such person immediately
following such period with respect to Indebtedness (including
the current portion of any Capital Lease) of such person
having a final maturity more than one year from the date of
creation of such Indebtedness, but excluding, for purposes of
this clause (b) only, the Excluded Indebtedness, plus (c) all
debt discount
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and expense amortized or required to be amortized during such
period by such person, plus (d) Operating Lease Rental Expense
of such person for such period, plus (e) all capital
expenditures made by such person during such period, plus (f)
all dividends and other distributions paid or payable or
otherwise accumulating during such period on any capital stock
of such person.
1.5 The definition of the term "Fixed Charges Coverage
Availability" in Section 1.1 is amended to read in full as follows:
"Fixed Charges Coverage Availability" of any person shall
mean, for any period, the sum of EBITDA of such person for
such period plus, to the extent deducted in determining such
EBITDA for such period, the Operating Lease Rental Expense of
such person for such period.
1.6 Section 5.2(a) is amended to read in full as follows:
(a) Net Worth. Permit or suffer the Consolidated Net
Worth of the Borrowers and their Subsidiaries to be less than
(i) at any time during the period prior to the end of the
Borrowers' fiscal year ending on or about October 31, 1997,
$34,000,000, (ii) at the end of the Borrowers' fiscal year
ending on or about October 31, 1997 and at any time thereafter
prior to the end of the Borrowers' fiscal year ending on or
about October 31, 1998, $36,000,000, (iii) at the end of the
Borrowers' fiscal year ending on or about October 31, 1998 and
at any time thereafter prior to the end of the Borrowers'
fiscal year ending on or about October 31, 1999, $38,000,000,
and (iv) at the end of the Borrowers' fiscal year ending on or
about October 31, 1999 or at any time thereafter, the greater
of (A) 90% of the highest previous fiscal year-end
Consolidated Net Worth of the Borrowers and their Subsidiaries
and (B) the sum of $2,000,000 plus the Consolidated Net Worth
of the Borrowers and their Subsidiaries as of the last fiscal
year-end of the Borrowers.
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1.7 Section 5.2(b) is amended to read in full as follows:
(b) Total Debt to EBITDA. Permit or suffer the ratio
of Consolidated Total Debt of the Borrowers and their
Subsidiaries to Consolidated EBITDA of the Borrowers and their
Subsidiaries to be greater than (i) 5.00 to 1.00 as of the
last day of either of the Borrowers' fiscal quarters ending on
or about January 31,1997 or Xxxxx 00, 0000, (xx) 4.75 to 1.00
as of the last day of the Borrowers' fiscal quarter ending on
or about July 31, 1997, (iii) 4.00 to 1.00 as of the last day
of either of the Borrowers' fiscal quarters ending on or about
October 31, 1997 or January 31, 1998, (iv) 3.75 to 1.00 as of
the last day of either of the Borrowers' fiscal quarters
ending on or about April 30, 1998 or July 31, 1998, or (v)
3.50 to 1.00 as of the end of any of the Borrowers' fiscal
quarters ending at any time thereafter. For purposes of
determining from time to time the Borrowers' compliance with
this subsection, each Person that is a Borrower or a
Subsidiary of a Borrower at the time of such determination
shall be deemed to have been a Borrower or a Subsidiary of a
Borrower, as the case may be, for the entire period relevant
to such determination (i.e., in each case, the period of four
fiscal quarters of the Borrowers then ended) and each Person
that was a Borrower or Subsidiary of a Borrower at any time
during such relevant period, but is no longer a Borrower or
Subsidiary of a Borrower, as the case may be, at the time of
such determination, shall be deemed not to have been a
Borrower or a Subsidiary of a Borrower, as the case may be, at
any time during such period.
1.8 Section 5.2(c) is amended to read in full as follows:
(c) Fixed Charges Coverage. Permit or suffer the
ratio of Consolidated Fixed Charges Coverage Availability of
the Borrowers and their Subsidiaries to Consolidated Fixed
Charges of the Borrowers and their Subsidiaries to be less
than (i) 0.75 to 1.00 as of the end of either of the
Borrowers' fiscal quarters ending on or about January 31, 1997
or April 30, 1997, (ii) 0.80 to 1.00 as of the end of the
Borrowers' fiscal quarter ending on or about July 31, 1997,
(iii) 1.00 to 1.00 as of the end of the Borrowers' fiscal
quarter ending on or about October 31, 1997, (iv) 1.10 to 1.00
as of the end of any of the Borrowers' fiscal quarters ending
on or about January 31, 1998, April 30, 1998, July 31, 1998,
October 31, 1998, January 31, 1999 or April 30, 1999, or (v)
1.25 to 1.00 as of the end of any of the Borrowers' fiscal
quarters ending at any time thereafter; such ratio to be
determined as of the last day of each fiscal quarter of the
Borrowers for the period of four fiscal quarters of the
Borrowers then ended. For purposes of determining from time to
time the Borrowers' compliance with this subsection, each
Person that is a Borrower or a Subsidiary of a Borrower at the
time of such determination shall be deemed to have been a
Borrower or a
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Subsidiary of a Borrower, as the case may be, for the entire
period relevant to such determination (i.e., in each case, the
period of four fiscal quarters of the Borrowers then ended)
and each Person that was a Borrower or Subsidiary of a
Borrower at any time during such relevant period, but is no
longer a Borrower or Subsidiary of a Borrower, as the case may
be, at the time of such determination, shall be deemed not to
have been a Borrower or a Subsidiary of a Borrower, as the
case may be, at any time during such period.
1.9 Section 5.2(d) is amended to read in full as follows:
(d) [intentionally omitted]
ARTICLE 2. REPRESENTATIONS AND WARRANTIES
In order to induce the Banks to enter into this Amendment,
each Borrower represents and warrants that:
2.1 The execution, delivery and performance by the Borrowers
of this Amendment have been duly authorized by all necessary corporate action
and do not and will not (a) require any consent or approval of the stockholders
of any Borrower, (b) violate any provisions of any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award presently in effect
having applicability to any Borrower or of the Articles of Incorporation or
By-Laws of any Borrower, or (c) result in a breach of or constitute a default
under any indenture or loan or credit agreement or any other agreement, lease or
instrument to which any Borrower is a party or by which any Borrower or its
properties may be bound or affected.
2.2 No authorization, consent, approval, license, exemption of
or filing, declaration or registration with any governmental authority or any
non-governmental person or entity, including without limitation any creditor or
stockholder of any Borrower, is required on the part of any Borrower in
connection with the execution, delivery and performance of this Amendment, or
the transactions contemplated hereby or as a condition to the legality, validity
or enforceability of this Amendment.
2.3 This Amendment is a legal, valid and binding obligation of
the Borrowers enforceable against the Borrowers in accordance with its terms.
2.4 After giving effect to the amendments contained in Article
1 of this Amendment and to Section 4.2 of this Amendment, the representations
and warranties contained in Article IV of the Credit Agreement are true on and
as of the date hereof with the same force and effect as if made on and as of the
date hereof, provided that none of Stature, Motor Products-Ohio, Great Bend,
Motor Group or Xxxxxx shall be deemed a "Borrower" with respect to, but only
with respect to, such representations and warranties regarding historical
matters not involving such Borrower.
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ARTICLE 3. MISCELLANEOUS
3.1 If any Borrower shall fail to perform or observe any term,
covenant or agreement in this Amendment, or any representation or warranty made
by any Borrower in this Amendment shall prove to have been incorrect in any
material respect when made, such occurrence shall be deemed to constitute an
Event of Default.
3.2 All references to the Credit Agreement in any agreement,
certificate or instrument referred to in the Credit Agreement, or delivered
pursuant thereto or in connection therewith or in any other document, hereafter
shall be deemed references to the Credit Agreement, as amended hereby.
3.3 All agreements, certificates and instruments executed
pursuant to the Credit Agreement or in connection therewith and, subject to the
amendments herein provided, the Credit Agreement, shall in all respects continue
in full force and effect and are hereby ratified and confirmed.
3.4 Capitalized terms used but not defined in this Amendment
shall have the respective meanings ascribed thereto in the Credit Agreement.
3.5 This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan.
3.6 This Amendment may be signed upon any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument.
3.7 The Borrowers jointly and severally agree to pay the
reasonable fees and expenses of Dickinson, Wright, Moon, Van Dusen & Xxxxxxx,
counsel for the Agent, in connection with the negotiation and preparation of
this Amendment and the documents referred to herein and the consummation of the
transactions contemplated hereby, and in connection with advising the Agent as
to its rights and responsibilities with respect thereto.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed and delivered as of the date first above written.
BORROWERS: OWOSSO CORPORATION
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: SVP-Finance & CFO
----------------------
AHAB INVESTMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Its: V. Pres.
----------------------
XXXXXX COMPANY
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
DEWEZE MANUFACTURING, INC.
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
THE LANDOVER COMPANY
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
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MOTOR PRODUCTS-OWOSSO
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
---------------------
GREAT BEND MANUFACTURING
COMPANY, INC.
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
-------------------------
SNOWMAX, INCORPORATED
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
SOONER TRAILER MANUFACTURING
CO.
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
MOTOR PRODUCTS-OHIO
CORPORATION
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
STATURE ELECTRIC, INC.
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
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OWOSSO MOTOR GROUP, INC.
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxx, Xx.
----------------------------
Its: Secretary/Treasurer
----------------------
Agent and Banks: NBD BANK, as Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Its: Vice President
-----------------------
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------------
Its: Vice President
-----------------------
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