AMENDMENT NO. 2
TO
CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT ("Amendment") dated as of
March 27, 1998, among FINISHMASTER, INC., an Indiana corporation (the
"Borrower"), the institutions listed on the signature pages hereof as Lenders
(the "Lenders"), and NBD BANK, N.A. in its capacity as contractual
representative for itself and the other Lenders (the "Agent") under that certain
Credit Agreement dated as of November 19, 1997 by and among the Borrower, the
Lenders and the Agent, as amended by Amendment No. 1 thereto dated as of
December 10, 1997 (the "Credit Agreement"). Defined terms used herein and not
otherwise defined herein shall have the meaning given to them in the Credit
Agreement.
WHEREAS, the Borrower, the Lenders and the Agent have entered
the Credit Agreement; and
WHEREAS, Borrower, the Lenders and the Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the
Agent agree as follows:
1. Amendment to the Credit Agreement. Effective as of the date
first above written and subject to the execution of this Amendment by the
parties hereto and the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
(a) Section 1.1 of the Credit Agreement is amended to add the
following defined terms:
"Supplemental Subordinated Debt" means amounts outstanding and
issued from time to time, in an amount not to exceed
$10,000,000, pursuant to that Certain Credit Agreement between
the Borrower and LDI, Ltd. dated as of March __, 1998 and
subject to the terms of the Supplemental Subordination
Agreement.
"Supplemental Subordination Agreement" means that certain
Agreement between LDI, Ltd. and the Agent on behalf of the
Lenders with respect to the Supplemental Subordinated Debt.
(b) Section 2.5(B)(i)(d)(II) is amended to add the words "and
any Supplemental Subordinated Debt owed to LDI, Ltd." after the words
"Closing Date".
(c) Section 7.3(A)(ii) is amended in its entirety to read as
follows:
(ii) the Subordinated Notes, the Supplemental
Subordinated Debt and any Permitted Refinancing Indebtedness,
provided, however, that with respect to Subordinated Notes
issued pursuant to the High Yield Note Agreement, the amount
thereof may exceed the sum of (i) the principal amount of the
Subordinated Notes issued to LDI, Ltd. as of the Closing Date
plus (ii) the Supplemental Subordinated Debt, but such
Subordinated Notes issued pursuant to the High Yield Note
Agreement must (a) have a Weighted Average Life to Maturity
that is equal to or greater than the aggregate Weighted
Average Life to Maturity of the Subordinated Notes issued to
LDI, Ltd. as of the Closing Date and (b) must contain terms,
including, without limitation, terms with respect to amount,
maturity, amortization, interest rate, premiums, fees,
redemption, covenants, subordination terms, events of default
and remedies that are reasonably satisfactory to the Required
Lenders;
(d) Section 7.3(F) is amended to add the words "and as
permitted pursuant to Section 7.3(Q)." after the last word of the
section.
(e) The following new Section 7.3(Q) is added:
(Q) Subordinated Notes and Supplemental Subordinated
Debt. The Borrower shall not amend, supplement or modify the
terms of the Subordinated Notes or the Supplemental
Subordinated Debt, or make any payment required as a result of
any amendment or change thereto. Except as permitted in
Section 2.5(B) hereof, Section 3 of the Subordination
Agreement as in effect on the date hereof and Section 3 of the
Supplemental Subordination Agreement as in effect on the date
hereof, the Borrower shall not redeem, purchase, prepay (by
setoff or otherwise), defease or repay any principal of,
premium, if any, or other amount payable in respect of the
Subordinated Notes or the Supplemental Subordinated Debt,
provided, however, that, if the Borrower has not executed the
High Yield Note Agreement, the Borrower may repay all or a
portion of the Supplemental Subordinated Debt, provided that
at the time of such repayment no Default or Unmatured Default
has occurred and is continuing and LDI, Ltd. agrees that if a
Default or Unmatured Default occurs within ninety (90) days
after such repayment, LDI, Ltd. will return all amounts it has
received from the Borrower with respect to the principal of
the Supplemental Subordinated Debt during the preceding ninety
(90) days, provided that the Supplemental Subordinated Debt
has not been refinanced by Subordinated Notes issued pursuant
to the High Yield Note Agreement.
(f) Section 7.2(K) is amended to delete the reference to
"March 31, 1998" and to substitute therefor "June 30, 1998".
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2. Conditions Precedent. This Amendment shall become effective
as of the date above written, if, and only if, the Agent has received duly
executed originals of this Amendment from the Borrower, the Lenders and the
Agent.
3. Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Borrower
hereby reaffirms all representations and warranties made in the Credit
Agreement, and to the extent the same are not amended hereby, agrees that all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of such
earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement to "this Credit
Agreement," "hereunder," "hereof," "herein" or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.
(b) The Credit Agreement, as amended hereby, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.
(c) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflict of
law provisions) of the State of Indiana.
6. 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.
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7. Counterparts. This Amendment may be executed by one or more
of the parties to the Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.
FINISHMASTER, INC., as Borrower
By: /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President, Finance
NBD BANK, N.A., as Agent
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
LENDERS:
NBD BANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: SVP
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxxxxx Xxxxxxxx
Title: Vice President
PNC BANK, OHIO
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
