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Exhibit 99.04
FIRST AMENDMENT
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This First Amendment (this "Amendment") is entered into as of
this 2nd day of June, 1998 among Waterlink, Inc. (the "Borrower"), Bank of
America National Trust and Savings Association, as Agent (the "Agent"), and the
financial institutions from time to time party thereto (the "Banks"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Agreement (as defined below).
RECITALS
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WHEREAS, the Borrower, the Agent and the Banks are party to
that certain Amended and Restated Credit Agreement, dated as of May 19, 1998 (as
amended, supplemented, restated or otherwise modified from time to time, the
"Agreement");
WHEREAS, the Borrower, the Agent and the Banks wish to enter
into certain amendments to the Agreement, each as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual execution hereof
and other good and valuable consideration, the parties hereto agree as follows:
SECTION 1. AMENDMENTS.
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(a) Section 8.17 of the Agreement is hereby amended
by deleting the section in its entirety and inserting in lieu thereof
the following:
" 8.17 SENIOR LEVERAGE RATIO. The Company shall not permit, at
any time during a period listed below, its Senior Leverage
Ratio at such time for the twelve month period (taken as one
accounting period) last ended prior to the date of
determination, to be greater than the ratio set forth below
opposite the respective period in which the determination is
being made:
PERIOD RATIO
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From and including the Closing Date 4.25:1.00
to but excluding the last day of the
fiscal quarter ended in September, 1998
Thereafter, from and including the last day 4.00:1.0
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of the fiscal quarter ended in September, 1998 to but
excluding the last day of the fiscal quarter ended in
March, 1999
Thereafter, from and including the last day of the fiscal 3.75:1.0
quarter ended in March, 1999 to but excluding
the last day of the fiscal quarter ended in
September, 1999
Thereafter, from and including the last day of the fiscal 3.50:1.0
quarter ended in September, 1999 to but excluding
the last day of the fiscal quarter ended in
March, 2000
Thereafter, from and including the last day of the fiscal 3.25:1.0
quarter ended in March, 2000 to but excluding
the last day of the fiscal quarter ended in
September, 2000
Thereafter 3.00:1.0".
(b) Section 11.01 of the Agreement is hereby amended
by (i) deleting the "or" contained at the end of 11.01(d), and (ii)
inserting the following immediately at the end of 11.01(e):
" (f) release any Guarantor from the Guaranty, other
than in connection with the release of such Guarantor pursuant
to a transaction permitted pursuant to Section 8.02; or
(g) release all or substantially all of the
Collateral;".
SECTION 2. REFERENCE TO AND EFFECT UPON THE AGREEMENT.
(a) Except as specifically amended above, the
Agreement shall remain in full force and effect and are hereby ratified
and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Bank under the Agreement, nor constitute a waiver of any
provision of the Agreement, except as specifically set forth herein.
Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of similar import shall mean and be a reference to the Agreement as
amended hereby.
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SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
SECTION 4. 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 purposes.
SECTION 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.
SECTION 6. EFFECTIVENESS. This Amendment shall become
effective as of the date first written above upon the delivery of executed
signature pages for this Amendment signed by the Borrower and each Bank.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
its duly authorized officer as of the date first written above.
WATERLINK, INC.
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, Individually as a Bank
By:
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Title:
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S-1
[TO FIRST AMENDMENT]
