AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
July 17, 2001, amends and supplements the Amended and Restated Credit Agreement
dated as of April 14, 2000 (the "Credit Agreement") among Xxxxxx Co., Inc., a
Wisconsin corporation (the "Company"), the financial institutions party thereto
(the "Lenders") and Firstar Bank, National Association, as agent for the Lenders
(in such capacity, the "Agent").
RECITAL
The Company, the Lenders and the Agent desire to amend the Credit Agreement
as provided below.
AGREEMENTS
In consideration of the promises and agreements contained in the Credit
Agreement, as amended hereby, the Company, the Banks and the Agent agree as
follows:
1. Definitions and References. Capitalized terms not defined herein have
the meanings assigned in the Credit Agreement. Upon the satisfaction of the
conditions set forth in section 5 below, all references to the Credit Agreement
contained in the Loan Documents mean the Credit Agreement as amended by this
Amendment No. 2 to Amended and Restated Credit Agreement ("Amendment No. 2").
This Amendment No. 2 is a Loan Document.
2. Amendments to Credit Agreement.
(a) The defined terms "Term Loan", "Term Loan Amount", "Term Note" and
"Term Note Maturity Date" are deleted from the Credit Agreement.
(b) Section 2.2 of the Credit Agreement is amended by deleting
subsection (b) Term Loans.
(c) Section 2.7 of the Credit Agreement is deleted along with any
further reference to "Term Loan" in the Credit Agreement.
(d) Section 6.2 Limitations on Indebtedness is amended to add
subsection "(f) Other Indebtedness provided that after giving effect thereto,
the Company shall remain in compliance with all of the covenants, terms and
conditions of the Credit Agreement."
3. Increase in Revolving Loan Commitment; Modification of Percentages. The
parties agree that as of the effective date of this Amendment No. 2 (a) the
aggregate Revolving Loan Commitment shall be increased from $39,000,000 to
$50,000,000 and (b) the Percentage and Revolving Loan Commitment of each Lender
shall be as set forth opposite its signature to this Amendment No. 2. The
Company agrees to execute and deliver to each Lender a replacement Revolving
Note in the form of Exhibit A attached hereto, with appropriate insertions and
in the principal amount of such Lender's Revolving Loan Commitment, which shall
replace
the Revolving Notes payable to such Lender issued on the Effective Date. On the
effective date of this Amendment No. 2 the existing Revolving Notes and Term
Notes shall be deemed refinanced and shall no longer evidence the Loans made
under the Credit Agreements and each Lender shall, promptly following receipt of
the replacement Notes, return such existing Notes to the Company.
4. Closing Conditions. This Amendment No. 2 shall become effective upon its
execution and delivery by the parties hereto and receipt by the Agent of:
(a) Replacement Notes. Replacement Revolving Notes duly executed by
the Company.
(b) Secretary's Certificate. A certificate of the Secretary of the
Company to the effect that there have been no amendments to the Articles of
Incorporation and By-Laws of the Company since the most recent date on which
copies thereof were furnished to the Agent.
(c) Other Documents. Such other documents relating to the transactions
contemplated by this Amendment No. 2 as the Agent shall reasonably request.
5. Representations and Warranties. The Company represents and warrants
that:
(a) The execution and delivery by the Company of this Amendment No. 2
and the replacement Notes, and the performance by the Company under the Credit
Agreement, as amended hereby, (i) are within its corporate power, (ii) have been
duly authorized by all necessary corporate action on the part of the Company,
(iii) do not violate any provision of the Articles of Incorporation or By-Laws
of the Company, (iv) do not violate any provision of or constitute a default
under any existing law, rule or regulation of any governmental authority or
agency, any order or decision of any court binding upon the Company or the terms
of any agreement, restriction or undertaking to which the Company is a party or
by which it is bound or (v) require the approval or consent of the Shareholders
of the Company, any governmental body or authority or any other person or entity
other than those which have been obtained and are in full force and effect; and
(b) the representation and warranties contained in the Loan Documents
are true and correct in all material respects as of the date hereof and no
Default or Event of Default exists as of the date hereof.
6. Costs and Expenses. The Company agrees to pay, on demand, all costs and
expenses (including reasonable attorneys' fees and disbursements) paid or
incurred by the Agent in connection with the negotiation, execution and delivery
of this Amendment No. 2.
7. Governing Law. This Amendment No. 2 shall be governed by the laws of the
State of Wisconsin.
8. Full Force and Effect. The Credit Agreement, as amended by this
Amendment No. 2 remains in full force and effect.
XXXXXX CO., INC.
BY: /s/ Xxxxx X. Xxxxxx
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Its: Vice President
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Revolving Loan
Commitment Percentage
---------- ----------
$27,000,000.00 54% FIRSTAR BANK, NATIONAL ASSOCIATION,
as the Agent and a Bank
BY: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Its: Vice President
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$18,000,000.00 36% BANK ONE, N.A. (Main Office Chicago)
BY: /s/ X. X. Xxxxxxxx
-----------------------------------------
Its: Director, Capital Markets
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$5,000,000.00 10% ST. XXXXXXX BANK, F.S.B.
BY: /s/ Xxxx X. Xxxxx
-----------------------------------------
Its: Vice President
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