EXHIBIT 10.02
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
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AMONG XXXXXXX-XXXXX, INC., VARIOUS FINANCIAL INSTITUTIONS,
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DLJ CAPITAL FUNDING, INC., X.X. XXXXXX SECURITIES, INC.,
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AND U.S. BANCORP, AG CREDIT INC.
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DATED APRIL 22, 1999
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This First Amendment to Revolving Credit Agreement is made as of the 25/th/
day of February, 2000 between Xxxxxxx-Xxxxx, Inc. a Delaware corporation
(hereinafter referred to as "Borrower"), and the various financial institutions
signatory hereto (being at least the "Required Lenders," as defined in the
Credit Agreement)(the "Lenders").
RECITAL
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Borrower has requested Lenders waive compliance with certain covenants and
requirements under the Revolving Credit Agreement between Borrower and Lenders
dated April 22, 1999 (as amended, replaced, restated and/or supplemented from
time to time, the "Credit Agreement"), and that Lenders amend and modify the
Credit Agreement with respect to certain defined terms and covenants and Lenders
are willing to do so on the terms and conditions herein contained.
NOW THEREFORE, in consideration of the foregoing and of the terms and
conditions contained in the Credit Agreement and this First Amendment and of any
loans or other financial accommodations heretofore, now or hereafter made to or
for the benefit of Borrower by Lenders, Borrower and Lenders agree as follows:
1. Acknowledgment of Specific Defaults. Borrower acknowledges the
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existence of the following Events of Default: (a) Borrower has failed to comply
with Section 7.2.4 of the Credit Agreement as of fiscal year end December 31,
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1999 inasmuch as Borrower has not maintained compliance with regard to its Fixed
Charge Coverage Ratio, Interest Coverage Ratio, and Leverage Ratio.
2. Waiver of Specific Defaults. Lenders waive the specific Events of
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Default enumerated in Section 1 above as of and through the date of this
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Amendment. Notwithstanding the foregoing waiver, it is expressly understood and
agreed that Lenders' failure, at any time or times hereafter, to require strict
performance by Borrower of any provision of the Credit Agreement, shall not
waive, affect or diminish any right of Lenders thereafter to demand strict
compliance and performance therewith, and shall not suspend, waive or affect any
other Event of Default, whether the same is prior or subsequent thereto and
whether of the same or a different kind or character.
3. The definitions of Base Net Worth and Net Worth Amount are hereby
deleted in their entirety from Section 1.1 of the Credit Agreement, Defined
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Terms.
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4. A new defined term, Adjusted Leverage Ratio, shall be added to Section
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1.1 of the Credit Agreement, Defined Terms, to read in full as follows:
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"Adjusted Leverage Ratio" means, at the end of any Fiscal Quarter, the
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ratio of:
(a) Total Debt (less all obligations of Borrower related to the First
Mortgage Notes)*
to
--
(b) EBITDA for the period of four consecutive Fiscal Quarters ended
on such date.
*For the purposes of the definition of Adjusted Leverage Ratio, the
components of Total Debt shall be deemed to equal the average monthly
outstanding balances thereof as of the last day of each month for the
preceding 12 months.
5. With regard to the definition of Compliance Certificate set forth in
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Section 1.1 of the Credit Agreement, Defined Terms, Borrower shall amend the
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form of Exhibit E1 and the attachments thereto to conform with the amendments
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set forth herein, as applicable.
6. The definition of Current Ratio in Section 1.1 of the Credit
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Agreement, Defined Terms, shall be amended to read in full as follows:
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"Current Ratio" means, at any time, the ratio of (a) Current Assets to
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(b) Current Liabilities plus current maturities of Indebtedness, plus,
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without duplication, the amount of outstanding Loans and Letter of Credit
Outstandings at such time.
7. The definition of Fixed Charge Coverage Ratio in Section 1.1 of the
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Credit Agreement, Defined Terms, shall be amended to read in full as follows:
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"Fixed Charge Coverage Ratio" means, at the close of any Fiscal
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Quarter, the ratio computed for the period consisting of such Fiscal
Quarter and each of the three immediately prior Fiscal Quarters of:
(a) EBITDA for all such Fiscal Quarters,
less
----
2
(b) the sum of Capital Expenditures (less any expenditures related to
the Proposed Acquisitions) for all such Fiscal Quarters,
less
----
(c) the sum of Taxes paid in cash by the Borrower and its Restricted
Subsidiaries for all such Fiscal Quarters,
to
--
(d) the sum of Interest Expense and Long Term Debt Payments paid in
cash for all such Fiscal Quarters.
8. A new defined term, Long Term Debt Payments, shall be added to
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Section 1.1 of the Credit Agreement, Defined Terms, to read in full as follows:
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"Long Term Debt Payments" means, all scheduled or unscheduled
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principal payments on all long term obligations of Borrower and the
Restricted Subsidiaries for borrowed money or advances and all obligations
of Borrower and the Restricted Subsidiaries evidenced by bonds, debentures,
notes, or other similar instruments, and all long term payments on
Capitalized Leases and Synthetic Leases.
9. A new defined term, Proposed Acquisitions, shall be added to
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Section 1.1 of the Credit Agreement, Defined Terms, to read in full as follows:
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"Proposed Acquisitions" means, the proposed purchase of certain
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business and fixed assets (including rolling stock and capitalized leased
equipment) of three independent retail and wholesale distributors of
fertilizer, seed, crop protection products and agronomic service companies
with operations in Minnesota, Tennessee and Virginia for an aggregate
purchase price of approximately $13.850 million to be completed not later
than April 20, 2000; wherein two of the acquisitions will be via asset
purchase and one will be via the stock purchase of a new subsidiary; and
wherein the acquisitions will include approximately 25 physical locations
(3 in Minnesota, 11 in Tennessee and 11 Virginia).
10. A new defined term, Working Capital, shall be added to Section 1.1 of
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the Credit Agreement, Defined Terms, to read in full as follows:
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"Working Capital" means, at any time (a) Current Assets minus (b)
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Current Liabilities plus current maturities of Indebtedness, plus, without
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duplication, the amount of outstanding Loans and Letter of Credit
Outstandings at such time.
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11. Section 7.2.4.(a) of the Credit Agreement, Financial Covenants, shall
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be modified and amended to read as follows:
Interest Coverage Ratio. The Borrower will not permit the Interest
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Coverage Ratio as of the last day of any Fiscal Quarter occurring during
any period set forth below to be less than the ratio determined below
opposite such period:
Period Interest Coverage Ratio
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March 31, 2000 1.05:1
June 30, 2000 1.40:1
September 30, 2000 1.50:1
December 31, 2000 through September 30, 2001 1.60:1
December 31, 2001 and thereafter 1.70:1
12. Section 7.2.4.(b) of the credit Agreement shall be modified and
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amended to read as follows:
Current Ratio. The Borrower will not permit the Current Ratio as of
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the last day of any Fiscal Quarter occurring during any period set forth
below to be less than the ratio set forth opposite such period:
Period Current Ratio
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March 31, 2000 1.00:1
June 30, 2000 and thereafter 1.15:1
13. Section 7.2.4(c) of the Credit Agreement shall be modified and
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amended to read as follows:
Adjusted Leverage Ratio. The Borrower will not permit the Adjusted
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Leverage Ratio as of the last day of any Fiscal Quarter occurring during
any period set forth below to be greater than the ratio set forth opposite
such period:
Period Adjusted Leverage Ratio
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March 31, 2000 3.50:1
June 30, 2000 2.75:1
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September 30, 2000 and thereafter 2.50:1
14. Section 7.2.4.(d) of the Credit Agreement shall be modified and
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amended to read as follows:
Minimum Net Worth. The Borrower will not permit Net Worth during any
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period set forth below to be less than the amount set forth opposite such
period:
Period Net Worth
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March 31, 2000 $70,000,000
June 30, 2000-December 31, 2000 $90,000,000
March 31, 2001 and thereafter $90,000,000 plus 50% of positive
Net Income as of each fiscal year
beginning with fiscal year end
December 31, 2000.
15. Section 7.2.4.(e) of the Credit Agreement shall be modified and
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amended to read as follows:
Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed
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Charge Coverage Ratio as of the last day of any Fiscal Quarter occurring
during any period set forth below to be less than the ratio set forth
opposite such period:
Period Fixed Charge Coverage Ratio
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March 31, 2000 0.35:1
June 30, 2000 0.60:1
September 30, 2000 0.70:1
December 31, 2000 through September 30, 2001 1.00:1
December 31, 2001 and thereafter 1.10:1
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16. Section 7.2.4. of the Credit Agreement, Financial Covenants, shall be
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modified and amended by the addition of a new subsection (f) to read as follows:
(f) Working Capital. The Borrower will not permit Working Capital as
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of the last day of any Fiscal Quarter occurring during any period set forth
below to be less than the amount determined below opposite such period:
Period Working Capital
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March 31, 2000 $30,000,000
June 30, 2000 $65,000,000
September 30, 2000 and thereafter $50,000,000
17. Section 7.2.7, of the Credit Agreement, Capital Expenditures, is
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hereby modified with regard to the Capital Expenditure Covenant for the fiscal
year end 2000 to read:
Fiscal Year Capital Expenditure Amount
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2000 $23,000,000 excluding any expenditures
related to the Proposed Acquisitions.
18. Waiver of Requirements with Regard to the Proposed Acquisitions.
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Notwithstanding anything to the contrary set forth in the Credit Agreement, the
conditions set forth in Subsections (b)(i), (b)(ii) and (b)(iii) of the
definition of Permitted Acquisitions, set forth in Section 1.1 of the Credit
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Agreement, shall not be required to be satisfied with respect to the Proposed
Acquisitions.
19. Amendment Fee. Borrower shall pay an Amendment Fee of five one
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hundredths of one percent (.05%), pro-rata based on Lender Commitment, to each
Lender that has responded in writing to the request to execute this Amendment,
on or before March 1, 2000.
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20. Incorporation of Credit Agreement. The parties hereto agree that
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this First Amendment shall be an integral part of the Credit Agreement executed
by the parties on the 22/nd/ day of April, 1999, and that all of the terms set
forth therein are hereby incorporated in this First Amendment by reference, and
that all terms of this First Amendment are hereby incorporated into said Credit
Agreement, as if made an original part thereof. All of the terms and conditions
of the Credit Agreement, which are not modified in this First Amendment shall
remain in full force and effect. To the extent the terms of this First Amendment
conflict with the terms of the Credit Agreement, the terms of this First
Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the day and year first hereinabove written.
XXXXXXX-XXXXX, INC., Borrower
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
By /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Its Chairman & CEO
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LENDERS
U.S. BANCORP AG CREDIT, INC., as
Administrative Agent and as a Lender
000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
By /s/ Xx Xxxxxxx
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Its Vice President
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COOPERATIVE CENTRALE
RAITTEISEN-BOERENLEENBANK B.A.,
"RABOBANKNEDERLAND," NEW
YORK BRANCH
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
By
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Its
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TRANSAMERICA BUSINESS CREDIT
CORPORATION
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0000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
By /s/ Xxxxxx Xxxxx
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Its Senior Vice President
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XXXXX FARGO BANK
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
By
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Its
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XXXXXX TRUST AND SAVINGS BANK
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
By /s/ Xxxxxxxxxxx Xxxxxx
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Its Vice President
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LaSALLE BUSINESS CREDIT, INC.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
By /s/ Xxxxxxxx X. Xxxxx
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Its First Vice President
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BANK OF AMERICA
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
By /s/ X. X. Xxxxxxxx
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Its Senior Vice President
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FINOVA CAPITAL CORPORATION
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
By
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Its
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PNC BUSINESS CREDIT
Two PNC Xxxxx-00/xx/ Xxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
By /s/ Xxxxxx Xxxxx
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Its Vice President
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IBJ WHITEHALL BUSINESS CREDIT
CORPORATION
Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By /s/ Xxxxxx X. Xxxx
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Its Assistant Vice President
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MERCANTILE BANK NATIONAL
ASSOCIATION
One Mercantile Center
7th and Washington, Tram 00-0
Xx. Xxxxx, Xxxxxxxx 00000
By /s/ Xxxxxx X. Xxxxxxxx
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Its Vice President
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ORIX BUSINESS CREDIT, INC.
000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
By
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Its
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THE PROVIDENT BANK
Xxx Xxxx Xxxxxx Xxxxxx, 000 X
Xxxxxxxxxx, Xxxx 00000
By /s/ Xxxxxx X. Garde
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Its Vice President
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