Exhibit 4(a)(i)
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 (this "Amendment") is entered into as of November 5, 2001
by and among COACHMEN INDUSTRIES, INC., an Indiana corporation (the "Borrower"),
the undersigned lenders (collectively, the "Lenders") and BANK ONE, INDIANA,
N.A., both as one of the Lenders and as Administrative Agent (the "Agent") on
behalf of itself and the other Lenders.
RECITALS:
WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain
Amended and Restated Credit Agreement dated as of March 30, 2001 (the "Credit
Agreement"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects more fully described below;
NOW, THEREFORE, in consideration of the premises herein contained and for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the Credit
Agreement.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment in accordance with the provisions of Section 3 below, the Credit
Agreement is hereby amended as set forth in this Section 2 below:
SECTIION 2.1. Article I of the Credit Agreement is hereby amended as follows:
(a) The definitions of the following defined terms are amended in their
entirety to read as follows:
"Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, as increased or reduced from time to time pursuant to the
terms hereof. As of the date hereof, the Aggregate Commitment is
$30,000,000.
"Applicable Fee Rate" means 0.50% per annum.
"Applicable Margin" means, with respect to Eurodollar Advances, 2.00%
per annum, and with respect to Floating Rate Advances, 0.00% per annum.
"Collateral Documents" means, collectively, all agreements, instruments
and documents executed in connection with this Agreement that are
intended to create or evidence Liens to secure the Obligations or the
Guaranty of the Obligations, including, without limitation, the
Security Agreement and any pledge agreement executed pursuant to the
terms of Section 6.17(b).
"Commitment" means, for each Lender, the obligation of such Lender to
make Revolving Loans not exceeding the amount set forth opposite its
name on Amended Schedule I hereto, as it may be modified as a result of
any assignment that has become effective pursuant to Section 12.3.2 or
as otherwise modified from time to time pursuant to the terms hereof.
"Fixed Charge Coverage Ratio" means, with reference to any period, the
ratio of (a) the sum of (i) Consolidated EBITDA plus (ii) rentals minus
(iii) capital
expenditures made in cash to (b) the sum of (i) cash interest expense
plus (ii) rentals plus (iii) cash taxes (net of tax refunds received)
plus (iv) dividends and distributions on, and redemptions and
repurchases of, the Borrower's capital stock plus (v) scheduled
payments of principal on all long-term Indebtedness, in each case
calculated on a consolidated basis for such period.
"Guaranty" means that certain Amended and Restated Subsidiary Guaranty
dated as of November 5, 2001, executed by the Guarantors in favor of
the Agent, for the ratable benefit of the Lenders, as it may be
supplemented, amended or modified and in effect from time to time.
"Material Subsidiary" means any Subsidiary of the Borrower which (i)
represents more than 5% of the consolidated assets of the Borrower and
its Subsidiaries as would be shown in the consolidated financial
statements of the Borrower and its Subsidiaries as at the end of the
four fiscal quarter period ending with the fiscal quarter immediately
prior to the fiscal quarter in which such determination is made, or
(ii) is responsible for more than 5% of the consolidated net sales or
of the consolidated net income of the Borrower and its Subsidiaries as
reflected in the financial statements referred to in clause (i) above;
provided that a Subsidiary shall not be deemed to be a Material
Subsidiary solely as a result of being responsible for more than 5% of
the consolidated net income of the Borrower and its Subsidiaries unless
such Subsidiary's pre-tax income for the relevant period on an
unconsolidated basis was at least $250,000. Notwithstanding the
foregoing, COA Finance shall not be deemed to be a Material Subsidiary.
"Required Lenders" means Lenders in the aggregate having at least 60%
of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding at least 60% of the
Aggregate Outstanding Credit Exposure.
(b) The definitions of "Consolidated Tangible Net Worth," "Pricing
Schedule" and "364-Day Credit Agreement" are deleted in their entirety,
and the following new defined terms are added to Article I:
"COA Finance" means COA Finance Company, LTD, a Bermuda company, and
its successors and assigns.
"Collateral Sharing Agreement" means the Collateral Sharing Agreement
dated as of November 5, 2001, among Bank One, as Collateral Agent, the
Agent, and Bank One and Bank One, Michigan as the issuers of certain
letters of credit described therein, as it may be supplemented, amended
or modified and in effect from time to time
"Current Ratio" means, as of any date of calculation, the ratio of
current assets to current liabilities, calculated for the Borrower and
its Subsidiaries on a consolidated basis.
"Security Agreement" means the Security Agreement dated as of November
5, 2001, among the Borrower and the Guarantors, as Grantors, and Bank
One, as Collateral Agent, as it may be supplemented, amended or
modified and in effect from time to time.
SECTION 2.2. Section 5.4 of the Credit Agreement is amended in its entirety to
read as follows:
5.4. Financial Statements. The December 31, 2000, March 31, 2001 and June
30, 2001 consolidated financial statements of the Borrower and its
Subsidiaries heretofore delivered to the Lenders were prepared in
accordance with generally accepted accounting principles in effect on
the respective dates such statements
were prepared and fairly present, in all material respects, the
consolidated financial position of the Borrower and its Subsidiaries at
such dates and the consolidated results of their operations and cash
flows for the respective periods then ended, subject in the case of the
March 31, 2001 and June 30, 2001 financial statements to normal
year-end adjustments and the absence of notes.
SECTION 2.3. Section 5.8 of the Credit Agreement is amended by adding the word
"Amended" immediately before the reference to "Schedule 5.8" therein.
SECTION 2.4. Section 6.2 of the Credit Agreement is amended in its entirety to
read as follows:
6.2. Use of Proceeds. The Borrower will, and will cause each Subsidiary to,
use the proceeds of the Advances for working capital and other general
corporate purposes, provided, however, that proceeds of the Advances
shall not be used for Permitted Acquisitions or other Investments
otherwise permitted by Section 6.14(v) unless consented to by the
Required Lenders.
SECTION 2.5 Section 6.11 of the Credit Agreement is amended in its entirety to
read as follows:
6.11. Indebtedness. The Borrower will not, nor will it permit any Subsidiary
to, create, incur or suffer to exist any Indebtedness, except:
(i) The Loans.
(ii) Indebtedness existing on the date hereof and described on Schedule
6.11.
(iii) Indebtedness owed by COA Finance to the Borrower and Indebtedness owed
by any other Subsidiary to COA Finance, provided that Indebtedness owed
by any Guarantor to COA Finance shall be subordinated to the payment of
the obligations of such Guarantor pursuant to the Guaranty on terms
satisfactory to the Agent in form and substance.
(iv) Indebtedness owed to the Borrower by any Guarantor.
(v) Off-Balance Sheet Liabilities and guaranties of Indebtedness of Persons
other than the Borrower and its Subsidiaries, in each case incurred
after receipt by the Lenders of the financial statements of the
Borrower and its Subsidiaries for the nine-month period ending
September 30, 2001 pursuant to Section 6.1(ii), provided that the
Leverage Ratio as of the end of the three fiscal quarter period ending
September 30, 2001, in the case of any such Off-Balance Sheet Liability
or guaranty incurred during the fiscal quarter ending December 31,
2001, or as of the end of the four fiscal quarter period ending
immediately prior to the fiscal quarter in which any such Off-Balance
Sheet Liability or guaranty is incurred, in the case of any such
Off-Balance Sheet Liability or guaranty incurred after December 31,
2001, calculated on a pro forma basis as if such Off-Balance Sheet
Liability or guaranty had been incurred on the last day of such three
fiscal quarter period or four fiscal quarter period, as applicable, was
not greater than 2.50 to 1.
(vi) Indebtedness of any Subsidiary, Indebtedness secured by a Lien on any
Property of the Borrower or any Subsidiary and unsecured Indebtedness
of the Borrower, in each case other than Indebtedness permitted by
clause (i), (ii), (iii), (iv) or (v) above and, except as set forth
below, incurred after receipt by the Lenders of the audited financial
statements of the Borrower and its Subsidiaries for the nine-month
period ending September 30, 2001 pursuant to Section 6.1(ii), not
exceeding $10,000,000 in the aggregate, provided that, notwithstanding
the foregoing, at any time after the date hereof the Borrower or any
Guarantor may incur pursuant to the terms of this Section 6.11(vi)
Indebtedness consisting of
floor plan financing, whether unsecured or secured by the inventory
being financed, in addition to the limitation set forth above in this
Section 6.11(vi), but not to exceed $10,000,000 in the aggregate
outstanding at any time.
SECTION 2.6. Section 6.13 of the Credit Agreement is amended by adding the word
"Amended" immediately before the reference to "Schedule 6.13" in clause (iii)
thereof.
SECTION 2.7. Section 6.14 of the Credit Agreement is amended by amending clauses
(v), (vi) and (vii) thereof in their entirety to read as follows:
(v) Permitted Acquisitions and other Investments in joint ventures or
minority interests in other Persons, provided that not less than ten
days prior to the consummation of any Permitted Acquisition, the
Borrower shall have delivered to the Agent, in form and substance
reasonably satisfactory to the Agent, a pro forma consolidated balance
sheet, income statement and cash flow statement of the Borrower and its
Subsidiaries (the "Acquisition Pro Forma"), based on the Borrower's
most recent financial statements delivered pursuant to Section 6.1(i)
or (ii), which shall be complete and shall fairly present, in all
material respects, the financial position, results of operations and
cash flows of the Borrower and its Subsidiaries in accordance with
Agreement Accounting Principles, but taking into account such Permitted
Acquisition, and such Acquisition Pro Forma shall reflect that, on a
pro forma basis, the Borrower would have been in compliance with the
financial covenants set forth in Section 6.18 for the four fiscal
quarter period (the "Pro Forma Period") reflected in the compliance
certificate most recently delivered to the Agent pursuant to Section
6.1(iii) prior to the consummation of such Permitted Acquisition
(giving effect to such Permitted Acquisition as if made on the first
day of such period). Cash used by the Borrower and its Subsidiaries as
part or all of the Purchase Price for any Permitted Acquisition or
other Investment pursuant to this Section 6.14(v) (A) shall be cash on
hand at the time of such Investment in an amount in excess of the
aggregate principal amount of all outstanding Loans at such time and
(B) shall not exceed $15,000,000 in the aggregate on a cumulative basis
for all such Investments. All Indebtedness incurred by the Borrower and
its Subsidiaries as part or all of the Purchase Price for any such
Investment must comply with Section 6.11.
(vi) Investments to the extent that the Purchase Price therefor consists of
capital stock of the Borrower, other than capital stock consisting of
treasury stock repurchased after June 30, 2000 or consisting of
reissued stock that was repurchased and cancelled after June 30, 2000,
provided that neither the Borrower nor any Subsidiary shall make any
Acquisition pursuant to this Section 6.14(vi) unless it is a Permitted
Acquisition.
(vii) Investments consisting of Indebtedness permitted by Section 6.11(iii).
SECTION 2.8. Section 6.15 of the Credit Agreement is amended by amending clause
(vii) thereof in its entirety and adding a new clause (viii) thereto as follows:
(vii) Liens granted pursuant to the Security Agreement in favor of Bank One,
as collateral agent, for the equal and ratable benefit of the Agent and
the Lenders under this Agreement and Bank One as the issuer of certain
letters of credit described in the Collateral Sharing Agreement.
(viii) Liens granted pursuant to any Collateral Document other than the
Security Agreement to secure the Obligations or the obligations of the
Guarantors under the Guaranty.
SECTION 2.9. Section 6.17 of the Credit Agreement is amended in its entirety to
read as follows:
6.17. Guarantors; Pledge of Stock of Foreign Subsidiaries.
(a) The Borrower shall cause each Material Subsidiary that is a Domestic
Subsidiary and each Domestic Subsidiary acquired pursuant to a Permitted
Acquisition, within ten days after such Domestic Subsidiary becomes a Material
Subsidiary or is so acquired, to become a Guarantor by delivering to the Agent a
duly executed supplement to the Guaranty and to become a grantor under the
Security Agreement by delivering to the Agent a duly executed supplement to the
Security Agreement in the form of Annex I thereto, together in each case with
such supporting documentation, including authorizing resolutions and opinions of
counsel and such documents as may be necessary or appropriate to perfect the
Lien of the Security Agreement, as the Agent may reasonably request and in form
and substance reasonably satisfactory to the Agent.
(b) The Borrower shall pledge, or cause one or more of its Domestic Subsidiaries
to pledge, to the Agent, for the ratable benefit of the Lenders, 65% of the
capital stock or other equity interests held by the Borrower and its Domestic
Subsidiaries of each Foreign Subsidiary that is a Material Subsidiary or is
acquired pursuant to a Permitted Acquisition, within ten days after such Foreign
Subsidiary becomes a Material Subsidiary or is so acquired, pursuant to one or
more pledge agreements, in each case together with supporting documentation,
including authorizing resolutions and opinions of counsel (including counsel
from the jurisdiction of organization of such Foreign Subsidiary), as the Agent
may reasonably request, all in form and substance reasonably satisfactory to the
Agent.
SECTION 2.10. Section 6.18 of the Credit Agreement is amended by amending
Sections 6.18.2, 6.18.3 and 6.18.4 thereof in their entirety to read as follows:
6.18.2. Leverage Ratio. The Borrower will not permit the ratio, determined as
of September 30, 2001, of (i) Consolidated Total Debt to (ii) Consolidated
EBITDA for the then most-recently ended three fiscal quarter period to be
greater than 2.50 to 1.0, and will not permit the Leverage Ratio, determined as
of December 31, 2001 and as of the end of each of its fiscal quarters
thereafter, to be greater than 2.50 to 1.0.
6.18.3. Minimum Net Worth. The Borrower will at all times maintain Consolidated
Net Worth of not less than the sum of (i) $188,784,000 plus (ii) 50% of
Consolidated Net Income earned in each fiscal quarter beginning with the quarter
ending September 30, 2001 (without deduction for losses) plus (iii) the amount
of any addition to the consolidated shareholders' equity of the Borrower and its
Subsidiaries at any time resulting from the issuance or sale of any capital
stock or other equity interests by the Borrower after the date of this
Agreement.
6.18.4. Current Ratio. The Borrower will not permit the Current Ratio at any
time to be less than 2.00 to 1.0.
SECTION 2.11. Article VI of the Credit Agreement is further amended by adding at
the end thereof a new Section 6.20 to read as follows:
6.20. COA Finance. The Borrower will not permit COA Finance to have any
material liabilities other than Indebtedness owed to the Borrower or to own any
material Property other than Investments consisting of loans to other
Subsidiaries of the Borrower and Cash Equivalent Investments, provided that Cash
Equivalent Investments held by COA Finance shall not exceed $500,000 in the
aggregate at any time.
SECTION 2.12. Section 7.3 of the Credit Agreement is amended in its entirety to
read as follows:
7.3. The breach by the Borrower of any of the terms or provisions of Sections
6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19 or
6.20; or the
breach by the Borrower of any of the terms or provisions of Section 6.1 which is
not remedied within five Business Days after written notice from the Agent or
any Lender.
SECTION 2.13. Section 8.2 of the Credit Agreement is amended by amending clause
(v) thereof in its entirety to read as follows:
(v) Release any Guarantor or, except as provided in the Loan
Documents, release all or substantially all of the collateral covered
thereby.
SECTION 2.14. The Credit Agreement is further amended by deleting the Pricing
Schedule in its entirety and by amending Schedule I, Schedule 5.8 and Schedule
6.13 in their entirety to read as set forth in Amended Schedule I, Amended
Schedule 5.8 and Amended Schedule 6.13, respectively, attached hereto.
SECTION 3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
and be deemed effective as of the date hereof (the "Amendment Effective Date")
if, and only if, each of the following conditions shall have been satisfied:
SECTION 3.1. The Agent shall have received (i) counterparts of this Amendment
duly executed by the Borrower and the Lenders, (ii) each of the other documents
listed on the List of Closing Documents attached hereto as Exhibit A, in each
case in form and substance satisfactory the Agent, and (iii) such other
documents as the Agent or any Lender may reasonably request.
SECTION 3.2. The Agent shall have received from the Borrower (i) an amendment
fee equal to 0.25% of the Aggregate Commitment under the Credit Agreement as
amended hereby for the ratable account of the Lenders in accordance with their
respective Commitments under the Credit Agreement as amended hereby, (ii) all
accrued Facility Fee under the Credit Agreement to but not including the
Amendment Effective Date with respect to the Commitments of the lenders under
the Credit Agreement, other than the Lenders party hereto, and (iii) all other
fees and other amounts due and payable on or prior to the Amendment Effective
Date, including, to the extent invoiced, payment or reimbursement of all
expenses required to be paid or reimbursed by the Borrower under the Credit
Agreement, either before or after giving effect to this Amendment.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Lenders that, as of the Amendment Effective Date
after giving effect to this Amendment, (a) there exists no Default or Unmatured
Default, and (b) the representations and warranties contained in Article VI of
the Credit Agreement are true and correct as of the Amendment Effective Date
after giving effect to this Amendment, except to the extent any such
representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty was true and correct on and as of
such earlier date.
SECTION 5. DIRECTION BY LENDERS. The Lenders hereby authorize and direct the
Agent to execute and deliver on behalf of the Lenders the Collateral Sharing
Agreement dated as of November 5, 2001 in the form of Exhibit B attached hereto.
SECTION 6. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
SECTION 6.1. Upon the effectiveness of this Amendment pursuant to Section 3
hereof, on and after the Effective Date each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import and
each reference to the Credit Agreement in each Loan Document shall mean and be a
reference to the Credit Agreement as modified hereby.
SECTION 6.2. Except as specifically waived or amended herein, all of the terms,
conditions and covenants of the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.
SECTION 6.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of (i) any right,
power or remedy of any Lender or the Agent under the Credit Agreement or any of
the other Loan Documents, or (ii) any Default or Unmatured Default under the
Credit Agreement.
SECTION 7. Termination of Prior Lenders. The parties hereto acknowledge and
agree that, upon the effectiveness of this Amendment pursuant to Section 3
hereof, the following lenders that were parties to the Credit Agreement but are
not parties to this Amendment shall have no further commitment or other
obligations under the Credit Agreement as amended hereby:
Fleet National Bank
KeyBank National Association
The Northern Trust Company
SECTION 8. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF ILLINOIS.
SECTION 9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of this Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Amendment.
SECTION 10. 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 purpose. [N WITNESS WHEREOF, the Borrower, the Agent and the
Lenders have caused this Amendment to be duly executed and delivered by its
officer thereunto duly authorized as of the date first above written.
COACHMEN INDUSTRIES, INC.
By: _________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
BANK ONE, INDIANA, N.A., as a Lender
and as Administrative Agent
By: _________________________________
Name:
Title:
1ST SOURCE BANK, as a Lender
By: _________________________________
Name:
Title:
NATIONAL CITY BANK OF INDIANA,
as a Lender
By: _________________________________
Name:
Title:
AMENDED SCHEDULE I
COMMITMENTS
Lender Commitment
------ ----------
Bank One, Indiana, N.A. $16,000,000
1st Source Bank $ 7,000,000
National City Bank of Indiana $ 7,000,000
Total $30,000,000
