Exhibit 10.11
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT
THIS FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT (the
"AMENDMENT"), dated as of January 22, 2001, is among LENNOX INTERNATIONAL INC.,
a Delaware corporation (the "BORROWER"), each of the lenders listed as a lender
or a terminating lender on the signatures pages hereto (individually, an
"EXISTING LENDER" and, collectively, the "EXISTING LENDERS"), THE CHASE
MANHATTAN BANK, as successor in interest by merger to Chase Bank of Texas,
National Association, as administrative agent for the Existing Lenders (in such
capacity, the "ADMINISTRATIVE AGENT"), WACHOVIA BANK, N.A., a national banking
association, as syndication agent (in such capacity, the "SYNDICATION AGENT" and
together with the Administrative Agent, herein the "AGENTS") and THE BANK OF
NOVA SCOTIA, as documentation agent.
RECITALS:
A. The Borrower, the Agents and the Existing Lenders have entered into that
certain 364 Day Revolving Credit Facility Agreement dated as of January 25, 2000
(the "CREDIT AGREEMENT").
B. The Borrower has requested that the Credit Agreement be amended to
extend the Maturity Date and modify the Consolidated Net Income definition and
the Consolidated Indebtedness to Adjusted EBITDA covenant. In connection with
such request, Bank of America, N.A., Bank of Texas, N.A., Bank One, Texas, N.A.
and SunTrust Bank (individually a "TERMINATING LENDER" and collectively the
"TERMINATING LENDERS") desire to terminate their respective Commitments and the
other Existing Lenders (such other Existing Lenders herein collectively the
"LENDERS" and individually a " LENDER") have requested that the aggregate amount
of the remaining Commitments be reduced and reallocated.
C. In connection with the forgoing, the Borrower, the Existing Lenders and
the Agents desire to enter into this Amendment and amend the Credit Agreement as
herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows effective as of January 23,
2001:
ARTICLE 1
DEFINITIONS
Section 1.1 DEFINITIONS. Capitalized terms used in this Amendment and
defined in the Credit Agreement, to the extent not otherwise defined herein,
shall have the same meaning as in the Credit Agreement, as amended hereby.
ARTICLE 2
AMENDMENTS
Section 2.1 AMENDMENT TO REFERENCES TO "CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION" AND TO THE "LENDERS". All references to Chase Bank of Texas,
National Association in the Credit Agreement are amended to read "The Chase
Manhattan Bank, successor in interest by merger to Chase Bank of Texas, National
Association". All references to the "Lenders" or any "Lender" in the Credit
Agreement are amended to exclude the Terminating Lenders and each of the
Terminating Lenders agree that after the effectiveness of this Amendment, no
Terminating Lender shall be a party to the Credit Agreement and, as
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 1
a result, the Credit Agreement may be amended without the consent or agreement
of any Terminating Lender.
Section 2.2 AMENDMENT TO SECTION 1.01. Each of the following definitions in
SECTION 1.01 of the Credit Agreement are amended in their respective entireties
as follows:
"CONSOLIDATED NET INCOME" shall mean, for any period, the net income
(or net loss) of the Borrower and its Restricted Subsidiaries for such
period, determined in accordance with GAAP, excluding:
(a) the proceeds of any life insurance policy;
(b) any gain arising from (1) the sale or other disposition of any
assets (other than current assets) to the extent that the aggregate amount
of gains exceeds the aggregate amount of losses from the sale, abandonment
or other disposition of assets (other than current assets and other than
the losses excluded from Consolidated Net Income under clause (f) below),
(2) any write-up of assets, or (3) the acquisition by the Borrower or any
Restricted Subsidiary of its outstanding securities constituting
Indebtedness;
(c) any amount representing the interest of the Borrower or any
Restricted Subsidiary in the undistributed earnings of any other Person;
(d) any earnings of any other Person accrued prior to the date it
becomes a Restricted Subsidiary or is merged into or consolidated with the
Borrower or a Restricted Subsidiary and any earnings, prior to the date of
acquisition, of any other Person acquired in any other manner;
(e) any deferred credit (or amortization of a deferred credit) arising
from the acquisition of any Person;
(f) any non-recurring loss arising from the sale or other disposition
of any asset in 2001 but only to the extent that the aggregate amount of
such losses is less than $25,000,000; and
(g) any non-recurring restructuring charges recorded in 2001 but only
to the extent that the aggregate amount of such restructuring charges is
less than $25,000,000.
"MATURITY DATE" shall mean January 21, 2002 or any later date then
most recently established in accordance with Section 2.21 hereof.
Section 2.3 AMENDMENT TO SECTION 5.15. Clause (b) in SECTION 5.15 of the
Credit Agreement is amended in its entirety to read as follows:
(b) CONSOLIDATED INDEBTEDNESS TO ADJUSTED EBITDA. As of the last day
of each fiscal quarter during the periods described below, the Borrower
shall not permit the ratio of Consolidated Indebtedness outstanding as of
such day to the Adjusted EBITDA for the four (4) fiscal quarters then ended
to exceed: (i) 3.00 to 1.00 at all times other than as described in the
following clause (ii); or (ii) 3.25 to 1.00 for all fiscal quarters ending
prior to September 30, 2001 if, and only if prior to any such fiscal
quarter end Borrower shall have delivered to the Administrative Agent
evidence satisfactory to it that the holders of the Indebtedness
outstanding under the Senior Note Purchase Agreements
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 2
and the holders of any other Indebtedness that have the benefit of a
Consolidated Indebtedness to Adjusted EBITDA ratio the same or similar to
this Section 5.15(b), shall have agreed to a maximum ratio not to exceed
3.25 to 1.00 for all fiscal quarters ending prior to September 30, 2001.
Section 2.4 AMENDMENT TO SECTION 8.04(B). Clause (ii) of clause (b) in
SECTION 8.04 of the Credit Agreement is amended in its entirety to read as
follows:
(ii) the amount of the Commitment of the assigning Lender being
assigned pursuant to each such assignment and the amount of the Commitment
retained by the assigning Lender (each determined as of the date the
Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000 unless the
assigning Lender is assigning its entire Commitment or unless the
assignment is to another Lender or to an Affiliate of a Lender,
Section 2.5 AMENDMENT TO SCHEDULE 2.01; TERMINATION OF THE COMMITMENTS OF
THE TERMINATING LENDERS. SCHEDULE 2.01 to the Credit Amendment, which specifies
the Commitment of each Lender, is amended in its entirety to read as set forth
on SCHEDULE 2.01 hereto. In accordance with the forgoing amendment to SCHEDULE
2.01, the Borrower, the Agent and the Existing Lenders agree that the Commitment
of each Terminating Lender is hereby terminated and of no further force or
effect.
ARTICLE 3
ADVANCES AND ADJUSTMENTS
Section 3.1 ADVANCES AND ADJUSTMENTS. As a result of the overall decrease
in the aggregate amount of the Commitments, the reallocation of the Commitments
and the termination of the Commitments of the Terminating Lenders, the Loans and
the participations in Letters of Credit and Swingline Loans will not be held in
proportion to the Commitments after giving effect to the terms of Article 2 of
this Amendment. To remedy the foregoing, on January 23, 2001 but subject to the
satisfaction of the conditions set forth in clauses (a) and (c) through (g) of
Section 4.1 of this Amendment: (A) the Lenders who have increased their
Commitments or whose pro rata portion of the Loans have increased (as listed on
SCHEDULE 3.1A attached hereto, the "ADVANCING LENDERS") will make advances, the
proceeds of which shall be utilized to repay the Terminated Lenders and the
Lenders who did not increase their Commitments or whose pro rata portion of the
Loans decreased (as listed on SCHEDULE 3.1B attached hereto the "RECEIVING
LENDERS"), with such borrowing and repayments to be in amounts sufficient so
that after giving effect thereto, the Loans shall be held by the Lenders pro
rata based on each Lender's Commitment as stated on SCHEDULE 2.01 attached
hereto and the principal amount of the Loans owed to the Terminating Lenders
shall be repaid in full on January 23, 2001 and (B) the participation interest
in the outstanding Letters of Credit and Swingline Loans are hereby reallocated
so that each Lender holds an undivided interest and participation in and to each
Swingline Loan and in and to each outstanding Letter of Credit, the obligations
of the Borrower in respect thereof, and the liability of the Issuing Bank
therein in the proportion that such Lender's Commitment bears to the aggregate
amount of all of the Commitments as stated on SCHEDULE 2.01 attached hereto.
Each such advance made by an Advancing Lender shall be deemed a Eurodollar
Advance and shall be deemed made under the Commitments and be deemed a Loan.
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 3
ARTICLE 4
CONDITIONS
Section 4.1 CONDITIONS. The effectiveness of Article 2 of this Amendment is
subject to the satisfaction of the following conditions precedent on or before
the January 23, 2001 (the "CLOSING DATE"):
(a) BORROWER REPAYMENT. The Borrower shall have paid to the Administrative
Agent all unpaid interest and fees owed to the Terminating Lenders as of the
Closing Date;
(b) REPAYMENT OF TERMINATING LENDERS. Each of the Terminating Lenders shall
have received the repayment in full of all outstanding principal, all accrued
and unpaid interest and fees and all other outstanding amount then due, in each
case which are owed to it as of the Closing Date;
(c) CONTINUED EFFECT OF REPRESENTATIONS AND WARRANTIES. As of the Closing
Date, all representations and warranties contained in the Loan Documents (as
amended hereby) shall be true, correct, and complete in all material respects
except for representations specifically relating to a prior date;
(d) ABSENCE OF DEFAULT. No Default shall have occurred and be continuing;
(e) CORPORATE PROCEEDINGS. All corporate proceedings taken in connection
with the transactions contemplated by this Amendment and all other agreements,
documents, and instruments executed and/or delivered pursuant hereto, and all
legal matters incident thereto, shall be satisfactory to the Administrative
Agent and its legal counsel;
(f) FEES AND EXPENSES. Payment or reimbursement to the Existing Lenders,
the Agents and the Arranger of all outstanding expenses, fees and other costs
incurred by, or due to, the Existing Lenders, the Agents and the Arranger for
which such entity has presented an invoice to the Borrower prior to the Closing
Date; and
(G) ADDITIONAL INFORMATION. The Administrative Agent shall have received
such additional agreements, certificates, documents, instruments and information
as the Administrative Agent or its legal counsel may request to effect the
transactions contemplated hereby.
ARTICLE 5
MISCELLANEOUS
Section 5.1 RATIFICATIONS. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Credit Agreement and except as expressly modified and superseded by
this Amendment, the terms and provisions of the Credit Agreement are ratified
and confirmed and shall continue in full force and effect. The Borrower, the
Agents and the Lenders agree that the Credit Agreement as amended hereby shall
continue to be legal, valid, binding and enforceable in accordance with its
terms.
Section 5.2 FEES AND EXPENSES. In accordance with the terms of Section 8.05
of the Credit Agreement, Borrower agrees to pay all costs and expenses incurred
by either Agent in connection with the preparation, negotiation and execution of
this Amendment, including, without limitation, the costs and fees of legal
counsel.
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 4
Section 5.3 APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 5.4 SUCCESSORS AND ASSIGNS. This Amendment is binding upon and
shall inure to the benefit of the Agents, the Existing Lenders and the Borrower
and their respective successors and assigns.
Section 5.5 COUNTERPARTS. This Amendment may be executed in one or more
counterparts and on telecopy counterparts, each of which when so executed shall
be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.
Section 5.6 HEADINGS. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.
Section 5.7 ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS,
AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSION OF THE
PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
Executed as of the date first written above.
BORROWER:
LENNOX INTERNATIONAL INC.
By: /s/XXXXX X. XXXXXX
------------------
Xxxxx X. Xxxxxx, Vice President and Treasurer
AGENTS:
THE CHASE MANHATTAN BANK, as successor in
interest by merger to Chase Bank of Texas, National
Association, individually as a Lender, the Issuing Bank
and the Swingline Lender and as Administrative Agent
By: /s/ XXXXX XXXX
--------------
Xxxxx Xxxx
Vice President
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 5
WACHOVIA BANK, N.A.,
individually as a Lender and as syndication agent
By: /s/ XXXX XXXXXXX
----------------
Name: Xxxx Xxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA,
individually as a Lender and as documentation agent
By: /s/ F.C.H. XXXXX
----------------
Name: F.C.H. Xxxxx
Title: Senior Manager, Loan Operations
OTHER LENDERS:
ABN AMRO BANK, N.V.
By: /s/ XXXXXXXXX X. XXXXX
----------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Group Vice President
By: /s/ C. XXXXX XXXXXX
-------------------
Name: C. Xxxxx Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By:
----------------------------
Name:
-----------------------
Title:
----------------------
Firstar Bank N.A. (formerly Mercantile Bank
National Association)
By: /s/ XXXXXXX X. XXXXXX
---------------------
Xxxxxxx X. Xxxxxx, Vice President
ROYAL BANK OF CANADA
By: /s/ X.X. XXXXXX
---------------
Name: X.X. Xxxxxx
Title: Senior Manager
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 6
THE BANK OF NEW YORK
By: /s/ XXXXX XXXXXXXXXXX
---------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ XXX XXXX
------------
Name: X. Xxxxxxx
Title: Vice President
By: /s/ XXXX X. XXXXXX
------------------
Name: Xxxx X. Xxxxxx
Title: VP and Manager
THE NORTHERN TRUST COMPANY
By: /s/ XXXXX XXXXX
---------------
Name: Xxxxx Xxxxx
Title: Vice President
UBS AG, Stamford Branch
By: /s/ XXXXXXX X. SAINT
--------------------
Name: Xxxxxxx X. Saint
Title: Associate Director
Banking Products Services, US
By: /s/ XXXXXX X. SALZANE
---------------------
Name: Xxxxxx X. Salzane
Title: Director
Banking Products Services, US
TERMINATING LENDERS:
BANK OF AMERICA, N.A.
By: /s/ XXXXXX XXXXXX
-----------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 7
BANK OF TEXAS, N.A.
By: /s/ XXXXX XXXXXXXXX, XX.
------------------------
Name: Xxxxx Xxxxxxxxx, Xx.
Title: Sr. Vice President
BANK ONE, TEXAS, N.A.
By: /s/ XXXXX X. XXXXX
------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
SUNTRUST BANK
By: /s/ XXXXX X. XXX
----------------
Name: Xxxxx X. Xxx
Title: Vice President
FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT, Page 8
SCHEDULE 2.01
LENDER NAME COMMITMENT TITLE
----------------------------------------------------------------------------
The Chase Manhattan Bank $ 22,000,000 Administrative Agent
Wachovia Bank, N.A $ 21,000,000 Syndication Agent
The Bank of Nova Scotia $ 15,000,000 Documentation Agent
The Northern Trust Company $ 6,000,000 Managing Agent
Royal Bank of Canada $ 16,000,000 Managing Agent
Bank of Tokoyo - Mitsubishi, $ 5,000,000 Co-Agent
Ltd.
ABN AMRO Bank, N.V $ 12,500,000 Co-Agent
UBS AG, Stamford Branch $ 25,000,000 Co-Agent
First Union National Bank $ 20,000,000 Participant
The Bank of New York $ 5,000,000 Participant
Firstar Bank N.A $ 15,000,000 Participant
------------
TOTAL $162,500,000
SCHEDULE 2.01 TO FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT,
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SCHEDULE 3.1A
ADVANCING LENDERS
The Chase Manhattan Bank
Wachovia Bank, N.A.
The Bank of Nova Scotia
The Northern Trust Company
Royal Bank of Canada
Bank of Tokoyo - Mitsubishi, Ltd.
UBS AG, Stamford Branch
Firstar Bank N.A.
SCHEDULE 3.1A TO FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT,
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SCHEDULE 3.1B
RECEIVING LENDERS
ABN AMRO Bank, N.V.
The Bank of New York
First Union National Bank
SunTrust Bank
Bank One, Texas, N.A.
Bank of America, N.A.
Bank of Texas, N.A.
SCHEDULE 2.1B TO FIRST AMENDMENT TO 364 DAY REVOLVING CREDIT FACILITY AGREEMENT,
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