AMENDMENT NO. 2 TO CREDIT AGREEMENT
EXHIBIT 10.22
AMENDMENT
NO. 2 TO CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT is made and entered into as of December 31, 2001, by and among CENTURY MAINTENANCE SUPPLY, INC., a Delaware
corporation (the “Borrower”), and the Required Lenders (as defined in Article I of the Credit Agreement). |
RECITALS
A. The Borrower, the Lenders (as defined in Article I of the Credit Agreement),
Salomon Brothers Inc, and Citicorp USA, Inc., entered into a Credit Agreement dated as of July 8, 1998 (as amended and otherwise modified to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to them in the Credit Agreement.
B. The Borrower requested
certain changes to the Credit Agreement, and has agreed to certain changes to other provisions of the Credit Agreement.
C. The Required Lenders are willing to so amend the Credit Agreement on the terms and conditions set forth herein.
D. The Borrower and the Required Lenders are entering into this Amendment pursuant to Section 9.08(b) of the Credit Agreement.
AGREEMENTS
In consideration of the foregoing recitals, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Required Lenders agree as follows:
SECTION 1. Defined Terms. The definition of “EBITDA” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:
“EBITDA” means, (except as otherwise indicated), for any period, an amount equal to, for the Borrower and its
consolidated Restricted Subsidiaries, (a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period: (i) the provision for taxes based on income or profits or utilized in
computing net loss, (ii) Consolidated Interest Expense, (iii) depreciation, (iv) amortization, (v) solely for fiscal year 2001, inventory writeoffs that are up to $1,000,000 and (vi) any other non-cash items (other than any such non-cash item to the
extent that it represents an accrual of or reserve for cash expenditures in any future period), minus (b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in
the receipt of
cash payments in any future period). Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the
depreciation and amortization of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would not be prohibited at the date of determination from being dividended to the Borrower by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of any consensual restriction.
SECTION 2. Investments, Loans and
Advances. Subsection (e) of Section 6.03 of the Credit Agreement is amended in its entirety to read as follows:
(e) Investments made in connection with Permitted Acquisitions;
SECTION
3. Mergers, Consolidations, Sales of Assets and Acquisitions. Subsection (c) of Section 6.04 of the Credit Agreement is amended in its entirety to read as follows:
(c) The Borrower will not, and will not permit any Restricted Subsidiary to, purchase, lease, or otherwise acquire (in one
transaction or a series of transactions) any Assets or Capital Stock of any person other than in the ordinary course of the Borrower’s business, or in connection with a Permitted Acquisition.
SECTION 4. Debt/Adjusted EBITDA Ratio. Section 6.10 of the Credit Agreement is amended in its entirety to read
as follows:
SECTION 6.10 Debt/Adjusted EBITDA Ratio. The
Debt/Adjusted EBITDA Ratio shall not exceed the following amounts as of the ends of fiscal quarters of the Borrower ending nearest to the following dates:
| Fiscal Quarter Ending Nearest to |
Debt/Adjusted EBITDA Ratio | |||||||||||||||
| 1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005 | |||||||||
| March 31 |
4.25 |
3.50 |
3.25 |
2.85 |
2.25 |
2.00 |
2.00 | |||||||||
| June 30 |
4.25 |
3.50 |
3.25 |
2.85 |
2.25 |
2.00 |
2.00 | |||||||||
| September 30 |
4.25 |
4.25 |
3.50 |
3.25 |
2.85 |
2.00 |
2.00 |
2.00 | ||||||||
| December 31 |
4.25 |
3.50 |
3.25 |
2.75 |
2.25 |
2.00 |
2.00 |
2.00 | ||||||||
and thereafter, 2.00.
SECTION 5. Minimum EBITDA. Section 6.11 of the Credit Agreement is amended in its entirety to read as follows:
SECTION 6.11. Minimum EBITDA. The EBITDA for the fiscal year of the Borrower shall not be less than the following amounts as of the end of the following fiscal
years:
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| Fiscal Year Ending Nearest to December 31, |
Minimum EBITDA | |
| 2000 |
$29,000,000 | |
| 2001 |
30,000,000 | |
| 2002 |
28,000,000 | |
| 2003 |
44,000,000 | |
| 2004 |
50,000,000 | |
| 2005 and thereafter |
58,000,000 |
SECTION 6. Fixed Charge Coverage
Ratio. Section 6.13 of the Credit Agreement is amended in its entirety to read as follows:
SECTION 6.13 Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio for the period of four fiscal quarters ending nearest to each of the following dates, shall not be less than the following
ratios:
| Fiscal Quarter Ending Nearest to |
Fixed Charge Coverage Ratio | |||||||||||
| 2000 |
2001 |
2002 |
2003 |
2004 |
2005 | |||||||
| March 31 |
1.20 |
1.10 |
1.00 |
1.00 |
1.05 |
1.05 | ||||||
| June 30 |
1.20 |
1.10 |
1.00 |
1.00 |
1.05 |
1.05 | ||||||
| September 30 |
1.20 |
1.10 |
1.00 |
1.05 |
1.05 |
1.05 | ||||||
| December 31 |
1.10 |
1.10 |
1.00 |
1.05 |
1.05 |
1.05 | ||||||
and thereafter, 1.05.
SECTION 7. Binding Effect and Effectiveness. This Amendment may be executed in as many counterparts as may be convenient and shall become binding
when the Borrower, and the Required Lenders have each executed and delivered at least one counterpart, and shall become effective upon satisfaction of the following condition precedent: the Borrower shall have paid to each Lender that executes this
Agreement an amendment fee equal to 0.25% of such Lender’s Revolving Credit Commitment and outstanding Term Loans as of the date of this Amendment.
SECTION 8. Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of New York, without regard to the conflicts of law provisions
thereof.
SECTION 9. Reference to Credit Agreement. Except as amended hereby, the
Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all
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respects. On and after the effectiveness of the amendment to the Credit Agreement accomplished hereby, each reference in the Credit Agreement, to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement shall be deemed a reference to the Credit Agreement, as amended hereby, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Credit Agreement to be duly executed by their
respective officers as of the date first above written.
| CENTURY MAINTENANCE SUPPLY, INC. | ||
| by |
/s/ XXXXXXX XXXXXX | |
| Name: Xxxxxxx Xxxxxx Title: Vice-President | ||
| Acknowledged by: | ||
| CITICORP USA, INC., as Administrative Agent and Collateral Agent | ||
| by |
/s/ XXXXXXX XXXXXX | |
| Name: Xxxxxxx Xxxxxx Title: Vice President | ||
| XXXXXXX XXXXX XXXXXX INC., as Arranger, Advisor and Syndication Agent, | ||
| by |
/s/ XXXXXXX XXXXXX | |
| Name: Xxxxxxx Xxxxxx Title: Attorney-in-Fact | ||
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LENDERS
| CITICORP USA, INC. | ||
| By: |
/s/ XXXXXXX XXXXXX | |
| Name: Xxxxxxx Xxxxxx Title: Vice President | ||
| AIM FLOATING RATE FUND | ||
| By: INVESCO Senior Secured Management, Inc. As Attorney in fact | ||
| By: |
/s/ XXXX X.
XXXXXXXX | |
| Name: Xxxx X. XxXxxxxx Title: Authorized Signatory | ||
| FIRST UNION NATIONAL BANK | ||
| By: |
/s/ XXXX X. XXXXXX | |
| Name: Xxxx X. Xxxxxx Title: Senior Vice President | ||
| ING US CAPITAL CORPORATION | ||
| By: |
| |
| Name: Title: | ||
| KZH ING - 1 L.L.C. | ||
| By: |
| |
| Name: Title: | ||
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| KZH ING-2 L.L.C. | ||
| By: |
/s/ XXXXXXX XXXXXXXXX | |
| Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent | ||
| ROYAL BANK OF CANADA, | ||
| By: |
/s/ XXXXXXX XXXXXXX | |
| Name: Xxxxxxx Xxxxxxx Title: Manager | ||
| KZH SOLEIL-2 L.L.C., | ||
| By: |
/s/ XXXXXXX XXXXXXXXX | |
| Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent | ||
| TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY, | ||
| By: |
/s/ XXXX XXXXXXXXXX | |
| Name: Xxxx Xxxxxxxxxx Title: Vice President | ||
| XXXXX FARGO BANK, | ||
| By: |
/s/ S. XXXXXXX ST.
GEME | |
| Name: S. Xxxxxxx St. Geme Title: Vice President | ||
| DRESDNER BANK AG, New York and Grand Cayman Branches | ||
| By: |
/s/ XXXXXX XXXXXX | |
| Name: Xxxxxx Xxxxxx Title: Assistant Vice President | ||
| By: |
/s/ XXXXXXXX XXXXXX | |
| Name: Xxxxxxxx Xxxxxx Title: Associate | ||
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| GALAXY CLO 1999-1 LTD, | ||
| By: |
/s/ XXXXXX X. XXXXXX | |
| Name: Xxxxxx X. Xxxxxx Title: Authorized Agent | ||
| KZH CYPRESSTREE-1 LLC | ||
| By: |
/s/ XXXXXXX XXXXXXXXX | |
| Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent | ||
| KZH STERLING LLC | ||
| By: |
/s/ XXXXXXX XXXXXXXXX | |
| Name: Xxxxxxx Xxxxxxxxx Title: Authorized Agent | ||
| SEQUILS-CENTURION V. LTD., | ||
| By: |
/s/ XXXXXXX X. XXXXXXX | |
| Name: Xxxxxxx X. Xxxxxxx Title: Managing Director | ||
| CENTURION CDO II, LTD., | ||
| By: American Express Asset Management Group Inc, as Collateral Manager | ||
| By: |
/s/ XXXXXXX X. XXXXXXX | |
| Name: Xxxxxxx X. Xxxxxxx Title: Managing Director | ||
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| SEQUILS-ING 1 (HBDGM), LTD., | ||
| By ING Capital Advisors, LLC, as Collateral Manager | ||
| By: |
/s/ XXXX XXXXXXXXXX | |
| Name: Xxxx Xxxxxxxxxx Title: Sr. Vice President | ||
| ENDURANCE CLO I, LTD., | ||
| By ING Capital Advisors, LLC, as Portfolio Manager | ||
| By: |
/s/ XXXX XXXXXXXXXX | |
| Name: Xxxx Xxxxxxxxxx Title: Sr. Vice President | ||
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