December 16, 2002
Mr. Xxxx Xxx
Vice President & Chief Financial Officer
XXXX Industries, Inc.
0000 Xxxx Xxxxx Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxx:
Reference is made to that certain Credit Agreement dated as of March
8, 2001 (as amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement") among XXXX INDUSTRIES, INC., a Delaware
corporation (the "Parent"), each of the Parent's domestic Subsidiaries, as
borrowers (together with the Parent, collectively, the "Borrowers" and each
a "Borrower"), the Parent and each of the Parent's domestic Subsidiaries,
as Guarantors, the financial institutions that are or may from time to time
become parties hereto, as lenders (together with their respective
successors and assigns, the "Lenders" and each a "Lender"), LASALLE BANK
NATIONAL ASSOCIATION, a national banking association, as administrative
agent for the Lenders (in its individual capacity, "LaSalle", and in its
capacity as administrative agent for the Lenders, the "Administrative
Agent"), and NATIONAL CITY BANK, a national banking association, as
syndication agent for the Lenders (in its individual capacity, "NCB", and
in its capacity as syndication agent for the Lenders, the "Syndication
Agent" and together with the Administrative Agent, the "Agents"). Unless
otherwise defined herein, capitalized terms shall have the meanings set
forth in the Credit Agreement.
The Credit Parties and the Lenders have agreed to and hereby amend the
Credit Agreement as follows:
1. Section 1.1 of the Credit Agreement is amended by deleting the
definition of "Revolving Commitment Amount" in its entirety and replacing
it as follows:
Revolving Commitment Amount means, (i) for the period through and
including November 15, 2002, $21,500,000, (ii) for the period
commencing on November 16, 2002 through and including December 16,
2002, $20,000,000, (iii) for the period commencing on December 17,
2002 through and including December 31, 2002, $21,000,000, and (iv)
for the period commencing on January 1, 2003 and continuing
thereafter, $16,000,000, as such amount may be reduced from time to
time pursuant to Section 6.1.
2. Section 6.2 of the Credit Agreement is amended by deleting the second
paragraph from Section 6.2(B)(i) in its entirety and replacing it as
follows:
Subject to the limitation set forth in clause (d) above, all
prepayments of the Loans pursuant to this Section 6.2(B)(i) shall be
applied first to the remaining installments of the Term Loans in the
inverse order of maturity until paid in full and shall be applied
first to Base Rate Loans and thereafter to Eurodollar Loans, second,
to the balance of all outstanding Revolving Loans until paid in full
and shall be applied first to Base Rate Loans and thereafter to
Eurodollar Loans, and third, as cash collateral as provided in Section
2.3(F). Notwithstanding the foregoing, for any Asset Sale of assets on
or before December 31, 2002 pursuant to the Standard Offer, Agreement
and Escrow Instructions for Purchase of Real Estate, dated as of
October as of October 20, 2002, by and between Lenexa Alden, L.L.C.,
as buyer, and XXXX, Inc., as seller, all prepayments of Loans pursuant
to this Section 6.2(B)(i) shall be applied first, for the first
$750,000 of such Net Cash Proceeds, to the balance of all outstanding
Revolving Loans and shall be applied first to Base Rate Loans and
thereafter to Eurodollar Loans, second, for such Net Cash Proceeds in
excess of $750,000, to the remaining installments of the Term Loans in
the inverse order of maturity until paid in full and shall be applied
first to Base Rate Loans and thereafter to Eurodollar Loans, third, to
the balance of all outstanding Revolving Loans until paid in full and
shall be applied first to Base Rate Loans and thereafter to Eurodollar
Loans, and fourth, as cash collateral as provided in Section 2.3(F).
Any partial prepayment of a Group of Eurodollar Loans shall be subject
to the provisions of Section 2.2(D)(i). Any prepayment of a Eurodollar
Loan on a day other than the last day of an Interest Period therefor
shall include interest on the principal amount being repaid and shall
be subject to Section 8.4.
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The foregoing amendment shall become effective as of December 16,
2002. The Credit Parties and the Lenders agree that the Credit Agreement,
as expressly amended hereby, are hereby ratified, confirmed and approved in
all respects and the same shall remain in full force and effect, as hereby
amended.
Very truly yours,
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
U. S. BANK
By: /s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxx
Title: Vice President
ASSOCIATED BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Accepted and agreed to:
XXXX INDUSTRIES, INC.
XXXX INSTALLATION SERVICES, INC.
XXXX ENCLOSURES, INC.
XXXX, INC.
XXXX PRODUCTS, INC.
XXXX CONSTRUCTION, INC.
FOLDING CARRIER CORP.
XXXX FOREIGN HOLDINGS, INC.
UNR REALTY, INC.
By: /s/ Xxxx X. Xxx
-----------------------------
Name: Xxxx Xxx
Title: Vice President and CEO of each of the
foregoing entities
