AMENDMENT NO. 7 TO CREDIT AGREEMENT
AMENDMENT
NO. 7 TO
This
Amendment No. 7 (the “Amendment”) is entered into and effective as of
September 30, 2005, by and among Coachmen Industries, Inc. (the
“Borrower”), the undersigned lenders (each a “Lender” and collectively, the
“Lenders”) and JPMorgan Chase Bank, N.A., as successor to 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 Agent and the Lenders are parties to that certain Credit
Agreement dated as of June 30, 2003, as amended; and
WHEREAS,
Lenders and Borrower desire to amend the Credit Agreement as provided in this
Amendment to modify certain financial covenants of Borrower and further desire
to make certain additional amendments to the Credit Agreement as 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.
Effective
on the date of the effectiveness of this Amendment pursuant to Section
4
below
(the “Effective Date”), the Credit Agreement shall be amended as set forth in
this Section
2.
2.1 Amendment
to Schedule II.
Schedule
II to the Credit Agreement is amended in its entirety to read as set forth
in
Attachment
1
to this
Amendment.
2.2 Amendment
to Section 2.01.
Section
2.01 “Facility
LCs”
is
amended by adding the term “direct pay” immediately following the word “standby”
in the first sentence of this section so that direct pay letters of credit
shall
be included within the defined term “Facility LC”.
2.3 Amendment
to Section 6.18.1.
Section
6.18.1 “Fixed
Charge Coverage Ratio”
is
hereby deleted in its entirety.
2.4 Amendment
to Section 6.18.2.
Section
6.18.2 “Leverage
Ratio”
is
hereby deleted in its entirety.
2.5 Amendment
to Section 6.18.3.
Section
6.18.3 “Minimum
Net Worth”
is
amended in its entirety to read as follows:
6.18.3
Minimum
Net Worth.
The
Borrower will at all times maintain Consolidated Net Worth of not less than
$195,000,000.00.
2.6 Amendment
to Section 6.18.5.
A
new
Section 6.18.5 is added as follows:
6.18.5
Ratio of Total Liabilities to Tangible Net Worth.
The
Borrower will not permit the ratio of (i) Total Liabilities to (ii) Tangible
Net
worth to exceed 1.00 to 1.00 as of the Effective Date of this Amendment and
as
of the end of each fiscal quarter thereafter.
Section
3.
Representations
and Warranties.
In
order to induce the Agent and the Lenders to enter into this Amendment, the
Borrower represents and warrants to the Agent and each of the Lenders that
the
execution and delivery by the Borrower of this Amendment, and the performance
by
the Borrower of its obligations under the Credit Agreement as amended by this
Amendment (the “Amended Credit Agreement”), (i) are within the powers of the
Borrower, (ii) have been duly authorized by proper organizational actions and
proceedings, and such approvals have not been rescinded and no other actions
or
proceedings on the part of the Borrower are necessary to consummate such
transaction, (iii) do not and will not require any registration with, consent
or
approval of, or notice to, or other action to, with or by any Governmental
Authority, or if not made, obtained or given individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect and (iv)
do
not and will not conflict with any Requirements of Law or Contractual
Obligation, except such that could not reasonably be expected to have a Material
Adverse Effect, or with the certificate or articles of incorporation and by-laws
or the operating agreement of the Borrower or any Subsidiary, and (v) that
the
Amended Credit Agreement is the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms (except
as enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, or similar laws affecting the enforcement of creditors’ rights
generally).
Section
4.
Effectiveness.
The
amendments set forth in Section
3
above
shall become effective on the date when the Agent shall have received the
following, all in a form satisfactory to Agent:
4.1. Amendment.
Counterparts
of this Amendment signed by the Borrower, and each of the Lenders.
4.2 Guaranty.
A
Reaffirmation of Subsidiary Guarantors and a Reaffirmation of Supplemental
Subsidiary Guarantors signed by each of the Subsidiary Guarantors in favor
of
the Lenders.
4.3 Corporate
Documents.
A
certificate of the Secretary or an Assistant Secretary of the Borrower as to
(a)
resolutions of the Board of Directors of such entity authorizing the execution
and delivery of this Amendment and the other documents contemplated hereby
to
which such entity is a party, (b) the incumbency and signatures of the officers
of such entity which are to sign the documents referenced in clause
(a)
above,
and (c) a certificate of existence certificate issued by the Indiana Secretary
of State with respect to the Borrower.
4.4 Other
Documents.
Such
other documents as the Agent shall reasonably request.
4.5 Fees. Payment
by the Borrower of a fee in the amount of $35,000.00 with respect to this
Amendment.
Section
5.
Miscellaneous.
5.1 Continuing
Effectiveness, etc. The
Credit Agreement, as amended, shall remain in full force and effect and is
hereby ratified and confirmed in all respects. After the effectiveness hereof,
all references in the Credit Agreement and each other Loan Document to the
“Credit Agreement” or similar terms shall refer to the Credit Agreement, as
previously amended and as modified hereby. 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.
5.2 Counterparts.
This
Amendment may be executed in any number of counterparts and by the different
parties on separate counterparts, and each such counterpart shall be deemed
to
be an original but all such counterparts shall together constitute one and
the
same Amendment.
5.3 Expenses.
The
Borrower agrees to pay the reasonable costs and expenses of the Agent (including
reasonable attorneys’ fees and charges) in connection with the negotiation,
preparation, execution and delivery of this Amendment and the other documents
contemplated hereby.
5.4 Governing
Law. THIS
AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS
OF
THE STATE OF INDIANA.
5.5 Successors
and Assigns.
This
Amendment shall be binding upon the Borrower, the Lenders and the Agent and
their respective successors and assigns, and shall inure to the benefit of
the
Borrower, the Lenders and the Agent and their respective successors and assigns,
as permitted by the provisions of the Credit Agreement.
5.6 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
purposes.
IN
WITNESS WHEREOF, the Borrower, the Agent and each of the Lenders have caused
this Amendment to be duly executed by its officers thereunder duly authorized
as
of the date first written above.
[SIGNATURE
PAGES FOLLOW]
COACHMEN
INDUSTRIES, INC.
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Secretary | |
| By: | /s/ Xxxx X. Near | |
| Name: | Xxxx X. Near | |
| Title: | Treasurer |
JPMORGAN
CHASE BANK, N.A., as successor to
BANK
ONE,
INDIANA, N.A., as a Lender,
as
the LC
Issuer and as Administrative Agent
| By: | /s/ Xxxx X. Xxxxxxxx | |
| Name: | Xxxx X. Xxxxxxxx | |
| Title: | First Vice President |
NATIONAL
CITY BANK OF INDIANA,
as
a
Lender
| By: | /s/ National City Bank of Indiana | |
| Name: | ||
| Title: |
1st
SOURCE
BANK,
as
a
Lender
| By: | /s/ 1st Source Bank | |
| Name: | ||
| Title: |
Attachment
1
AMENDED
SCHEDULE II
PRICING
SCHEDULE
|
Applicable
Margin / Applicable Fee Rate
|
Level
I Status
|
Level
II Status
|
Level
III Status
|
Level
IV Status
|
Level
V Status
|
|
Eurocurrency
Rate (Revolver)
|
2.75%
|
2.75%
|
2.75%
|
2.75%
|
2.75%
|
|
Eurocurrency
Rate (Term Loan)
|
3.00%
|
3.00%
|
3.00%
|
3.00%
|
3.00%
|
|
ABR
|
.75%
|
.75%
|
.75%
|
.75%
|
.75%
|
|
Stand-by
L/C
Fee
|
2.75%
|
2.75%
|
2.75%
|
2.75%
|
2.75%
|
|
Commitment
Fee
|
.50%
|
.50%
|
0.50%
|
.50%
|
.50%
|
For
the
purposes of this Schedule, the following terms have the following meanings,
subject to the final paragraph of this Schedule:
“Financials”
means the annual or quarterly financial statements of the Borrower delivered
pursuant to the Credit Agreement.
“Level
I
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the FD/EBITDA Ratio is
less
than or equal to 1.25 to 1.00.
“Level
II
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status and (ii) the FD/EBITDA Ratio is greater than 1.25
to 1.00 but less than or equal to 1.50 to 1.00.
“Level
III Status” exists at any date if, as of the last day of the fiscal quarter of
the Borrower referred to in the most recent Financials, (i) the Borrower has
not
qualified for Level I or Level II Status but (ii) the FD/EBITDA Ratio is greater
than 1.5 to 1.00 but less than 2.00 to 1.00.
“Level
IV
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I, Level II, or Level III Status but (ii) the FD/EBITDA
Ratio is greater than 2.00 to 1.00 but less than 3.00 to 1.00.
“Level
V
Status” exists at any date if the Borrower has not qualified for Level I, Level
II, Level III or Level IV Status.
“Status”
means Level I Status, Level II Status, Level III Status, Level IV Status or
Level V Status.
The
Applicable Margin and Applicable Fee Rate shall be determined in accordance
with
the foregoing table based on the Borrower's Status as reflected in the then
most
recent Financials. Adjustments, if any, to the Applicable Margin or Applicable
Fee Rate shall be effective five Business Days after the Agent has received
the
applicable Financials. If the Borrower fails to deliver the Financials to the
Agent at the time required pursuant to the Credit Agreement, then the Applicable
Margin and Applicable Fee Rate shall be the highest Applicable Margin and
Applicable Fee Rate set forth in the foregoing table until five days after
such
Financials are so delivered.
REAFFIRMATION
OF
SUBSIDIARY
GUARANTORS
The
undersigned have executed and delivered to Bank One, Indiana, N.A. (and now
known as JPMorgan Chase Bank, N.A.) as Administrative Agent (the “Agent”) a
Subsidiary Guaranty dated as of June 30, 2003 (the “Guaranty”). The undersigned
hereby acknowledge receipt of that certain Amendment No. 7 to Credit Agreement
of even date herewith among Coachmen Industries, Inc. (“Borrower”) and the Agent
and Lender parties thereto (the “Amendment”) which amends the Credit Agreement
dated as of June 30, 2003 by and among Borrower, Agent and the Lenders from
time
to time parties thereto (the “Credit Agreement”), and accepts and agrees to be
bound by the terms thereof, ratifies and confirms all obligations under the
Guaranty, and agrees that the Guaranty shall continue in full force and effect
upon the effectiveness of the Amendment.
Acknowledged
and Agreed to and effective as of the 30th
day of
September, 2005.
ALL
AMERICAN HOMES OF INDIANA, LLC
COACHMEN
RECREATIONAL
VEHICLE
COMPANY, LLC
GEORGIE
BOY MANUFACTURING, LLC
COACHMEN
RECREATIONAL
VEHICLE
COMPANY OF GEORGIA, LLC
ALL
AMERICAN HOMES OF IOWA, LLC
ALL
AMERICAN HOMES OF KANSAS, LLC
ALL
AMERICAN HOMES OF NORTH CAROLINA, LLC
ALL
AMERICAN HOMES OF OHIO, LLC
XXXXXX
BUILDING SYSTEMS, INC.
MOD-U-KRAF
HOMES, LLC
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Secretary | |
| By: | /s/ Xxxx X. Near | |
| Name: | Xxxx X. Near | |
| Title: | Treasurer |
REAFFIRMATION
OF
SUPPLEMENTAL
SUBSIDIARY GUARANTORS
The
undersigned have executed and delivered to Bank One, Indiana, N.A. (and now
known as JPMorgan Chase Bank N.A.), as Administrative Agent (the “Agent”) a
Subsidiary Guaranty of Supplemental Guarantors dated as of June 30, 2004 (the
“Guaranty”). The undersigned hereby acknowledge receipt of that certain
Amendment No. 7 to Credit Agreement of even date herewith among Coachmen
Industries, Inc. (“Borrower”) and the Agent and Lender parties thereto (the
“Amendment”) which amends the Credit Agreement dated as of June 30, 2003 by and
among Borrower, Agent and the Lenders from time to time parties thereto, as
previously amended, (the “Credit Agreement”), and accepts and agrees to be bound
by the terms thereof, ratifies and confirms all obligations under the Guaranty,
and agrees that the Guaranty shall continue in full force and effect upon the
effectiveness of the Amendment.
Acknowledged
and Agreed to and effective as of this 30th
day of
September, 2005.
SHASTA
INDUSTRIES, LLC
VIKING
RECREATIONAL VEHICLES, LLC
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Secretary | |
| By: | /s/ Xxxx X. Near | |
| Name: | Xxxx X. Near | |
| Title: | Treasurer |
