FOURTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
STARCRAFT CORPORATION formerly known as STARCRAFT AUTOMOTIVE
CORPORATION, an Indiana corporation ("Parent"), STARCRAFT AUTOMOTIVE GROUP,
INC., an Indiana corporation ("Starcraft"), IMPERIAL AUTOMOTIVE GROUP, INC., an
Indiana corporation ("Imperial"), and BANK ONE, INDIANA, NA, a national banking
association, formerly known as BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION (the
"Bank"), agree as follows:
1. STATEMENT OF FACTS. This Fourth Amendment ("Amendment") is made in
the context of the following agreed state of facts:
a. The Parent, Starcraft, Imperial, Starcraft Southwest, Inc., an
Indiana corporation ("Starcraft Southwest") (collectively, the
"Companies") and the Bank are parties to an Amended and
Restated Credit Agreement executed November 30, 1994, but with
effect as of December 1, 1997, as amended by amendments dated
as of March 1, 1995, as of January 31, 1996, and as of January
31, 1997, respectively (the Amended and Restated Credit
Agreement, as amended, being collectively referred to herein
as the "Agreement').
b. The Parent has sold prior hereto all of its equity interest in
Starcraft Southwest.
c. The Companies and the Bank now agree to amend certain terms of
the Agreement subject to certain terms and conditions, and the
parties have executed this Amendment in order to give effect
to their agreement.
2. DEFINITIONS.
a. Terms used in this Amendment with their initial letters
capitalized are used as defined in the Agreement, unless
otherwise defined herein.
b. Section 1 of the Agreement is amended by adding the following
new definitions:
o Applicable Spread. "Applicable Spread" means that
number of percentage points to be taken into account
in determining the per annum rate at which interest
will accrue on the Revolving Loan when determined by
reference to the London Interbank Offered Rate, or
when determining the Unused Fee, as the context
requires, determined by reference to the ratio of the
Parent's total interest bearing liabilities to its
EBITDA in accordance with the following table:
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Ratio of Total
Interest Bearing (Revolving Loan) (Unused Fee)
Liabilities to EBITDA Applicable Spread Applicable Spread
Greater than 2.00: 1.00 1-1/2% 1/4%
1.50 to 1.99:1.00 1-1/4% 3/16%
1.00 to 1.49:1.00 1 % 1/8%
less than 1.00:1.00 3/4% 1/8%
Initially, as of the effective date of the Fourth Amendment, the
Applicable Spread shall be the largest spread shown on the above table.
Thereafter, the Applicable Spread shall be determined on the basis of
the financial statements of the Parent for each fiscal quarter
furnished to the Bank pursuant to the requirements of Section 5(b),
with prospective effect for the following fiscal quarter; provided,
that a reduction in the Applicable Spread shall be affected only if the
Parent meets the requirements for a decreased Applicable Spread for at
least two (2) consecutive fiscal quarters. Interest or the Unused Fee,
as applicable, will accrue and be payable in an fiscal quarter on the
basis of the Applicable Spread in effect during the preceding fiscal
quarter until an adjustment is made under the provisions of this
definition. The Applicable Spread shall be adjusted on the first
interest payment date which follows receipt by the Bank of the
financial statements upon which such adjustment is based. In the event
that the Parent fails to deliver the financial statements and
compliance certificates required under Section 5(b) for any month which
ends a fiscal quarter, then the Applicable Spread shall be the largest
spread shown on the above table from the date such financial statements
were required to be delivered until the first interest payment date
which follows delivery to the Bank of such financial statements.
o EBITDA. "EBITDA" means the Parent's consolidated
earnings before interest, taxes, depreciation, and
amortization.
o Fourth Amendment. "Fourth Amendment" means the
written amendment to this Agreement entitled "Fourth
Amendment to Amended and Restated Credit Agreement,"
dated with effect as of June 29, 1997.
o Imperial Security Agreement. "Imperial Security
Agreement" is used as defined in Section 3B.
o Parent Security Agreement. "Parent Security
Agreement" is used as defined in Section 3B.
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o Starcraft Security Agreement. "Starcraft Security
Agreement" is used as defined in Section 3B.
o Tangible Net Worth. "Tangible Net Worth" means the
shareholders' equity of the Parent less any allowance
for goodwill, patents, trademarks, trade secrets, any
other assets which would be classified as intangible
assets under generally accepted accounting
principles.
o Unused Fee. "Unused Fee" is used as defined in
Section 2(a)(vi).
c. The following definitions appearing in Section 1 of the Agreement
are hereby amended and restated in their respective entireties as follows:
o Company. "Company" means any of the Parent,
Starcraft, or Imperial as the context requires, and
when used in the plural refers to two or more of them
as the context requires.
o Libor-Based Rate and London Interbank Offered Rate.
"Libor-Based Rate" means that per annum rate of
interest which is equal to the sum of the Applicable
Spread plus the London Interbank Offered Rate.
"London Interbank Offered Rate" means the per annum
rate of interest, as determined by the Bank, at which
dollar deposits in immediately available funds are
offered to the principal banks in the London
Interbank Market by other principal banks in that
market two (2) Banking Days prior to the commencement
of the period of either one (1) month, three (3)
months, or six (6) months for which the Parent shall
have requested a quotation of the rate in amounts
equal to the amount for which the Parent shall have
requested a quotation of the rate, increased by an
amount equal to any increase, as determined by the
Bank, in the cost to the Bank of obtaining such
deposits resulting from the imposition of any
additional reserves or from any increase in the
amount reserves presently required by any United
States or foreign governmental authority including,
but not limited to, any marginal or extraordinary
reserves imposed to give effect to monetary policy.
Any determination by the Bank of increased costs of
maintaining deposits made pursuant to the provisions
of the preceding sentence shall be final, absence
manifest error.
o Parent Credit Document. "Parent Credit Document"
means any of this Agreement, the Revolving Note, the
Standby Letters of Credit, the Reimbursement
Agreement, the Parent Guaranty Agreement, the Parent
Security Agreement, the Starcraft Security Agreement,
the Imperial Security Agreement, and any other
instrument or document which evidences or secures
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the Loan, or which expresses an Agreement as to terms
applicable to the Loan.
3. UNUSED FEE. Section 2 of the Agreement is hereby amended by the
addition of a new subsection 2(a)(vi) as follows:
(vi) Unused Fee. In addition to interest on the Revolving
Loan, the Parent shall. pay to the Bank a facility
fee (the "Unused Fee") for each partial or full
calendar quarter during which the Commitment is
outstanding equal to the Applicable Spread per annum
of the average daily excess of the Commitment over
the aggregate outstanding principal balance of the
Revolving Loan. Facilities fees for each calendar
quarter shall be due and payable within ten (10) days
following the Bank's submission of a statement of the
amount due. Such fees may be debited by the Bank when
due to any demand deposit account of the Parent
carried with the Bank without further authority.
4. COLLATERAL FOR THE PARENT OBLIGATIONS. A new Section 3B is hereby
added to the Agreement as follows:
3B. Collateral for the Parent Obligations. The
obligations of Imperial and Starcraft under their
respective Guaranty Agreement shall be secured by a
security interest in all accounts receivable, general
intangibles, inventory and equipment by each of
Imperial and Starcraft, respectively, now owned and
hereafter acquired, and in the proceeds thereof,
which security interests shall be created by a
Security Agreement executed by each of Imperial and
Starcraft in the forms of Exhibits "A" and "B" to the
Fourth Amendment (each the "Imperial Security
Agreement" and the "Starcraft Security Agreement").
In addition, the Parent shall secure all of its
Parents Obligations by a security interest in all
accounts receivable, general intangibles, inventory
and equipment of Parent, now owned and hereafter
acquired, and any proceeds thereof, pursuant to the
terms of the Security Agreement executed by Parent in
the form of Exhibit "C". to the Fourth Amendment (the
"Parent Security Agreement").
5. AMENDMENT TO FINANCIAL COVENANT. Section 4(g)(i) of the Agreement is
amended and restated in its entirety to read hereafter as follows:
(i) Tangible Net Worth. The Parent shall maintain its
Tangible Net Worth at a level not less than
$10,250,000 from the effective date of the Fourth
Amendment and at all times thereafter.
6. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness
of this Amendment, the Bank shall have received, each duly executed and in form
and substance .Satisfactory to the Bank, this Amendment and the following:
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a. The Imperial Security Agreement, the Starcraft Security
Agreement, the Parent Security Agreement and all UCC Financing
Statements required by the Bank in order to properly perfect
the liens granted thereunder.
b. A certified copy of resolutions of the Board of Directors of
each of the Companies authorizing the execution and delivery
of this Amendment any all other documents required under this
Amendment to which each of the Companies is a party.
c. A certificate signed by the Secretary of each of the Companies
certifying the name of the respective officer or officers
authorized to sign this Amendment and any other document
required under this Amendment to which each of the Companies
is a party, together with a sample of the true signature of
each such officer.
d. Such other documents as may be reasonably required by the
Bank.
7. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into
this Amendment, the Companies represent and warrant, as of the execution and
effective dates of this Amendment, that no Event of Default or Unmatured Event
of Default has occurred and is continuing and that the representations and
warranties contained in Section 3 of the Agreement are true and correct, except
that (a) the representations contained in Section 3(d) shall refer to the latest
financial statements furnished to the Bank by the Companies pursuant to the
requirements of the Agreement, and (b) the representations contained in Section
3(k) apply to the Companies and any Subsidiaries.
8 . STARCRAFT SOUTHWEST. By the execution hereof the Bank and the other
parties hereto agree and hereby do release Starcraft Southwest from any and all
obligations, liability, and claim under the Guaranty Agreement executed and
delivered by Starcraft Southwest pursuant to the Second Amendment and from all
future obligations, liability, and claim under the Agreement.
9. REAFFIRMATION OF THE AGREEMENT. Except as amended by this
Amendment, all terms and conditions of the Agreement shall continue unchanged
and in full force and effect and the Obligations of the Companies shall continue
to be secured and guaranteed as therein provided until payment and performance
in full of all Obligations.
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IN WITNESS WHEREOF, the Companies and the Bank, by their respective
duly authorized officers, have executed this Fourth Amendment to Amended and
Restated Credit Agreement on this 3rd day of August, 1997, but with effect as of
June 29, 1997.
Attest: STARCRAFT CORPORATION
/s/Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
--------------------------------- --------------------------------
Xxxxx X. Xxxx Executive Assistant Xxxxx X. Xxxx, Chairman & CEO
Attest: IMPERIAL AUTOMOTIVE GROUP, INC.
/s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Executive Assistant Xxxxx X. Xxxx, Chairman & CEO
Attest: STARCRAFT AUTOMOTIVE GROUP, INC
/s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Executive Assistant Xxxxx X. Xxxx, Chairman & CEO
BANK ONE, INDIANA, NA
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Xxxxxx X. Xxxxxxx, Vice President
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SCHEDULE OF EXHIBITS
Exhibit "A" - Security Agreement (Imperial Automotive Group, Inc.)
Exhibit "B" - Security Agreement (Starcraft Automotive Group, Inc.)
Exhibit "C" - Security Agreement (Starcraft Corporation)
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