Exhibit 10.19
FIRST AMENDMENT, dated as of October 22, 1999 (this
"AMENDMENT"), to the Credit Agreement, dated as of April 29, 1998, (the "CREDIT
AGREEMENT"), among GROVE WORLDWIDE LLC, a Delaware limited liability company
(the "COMPANY"), GROVE CAPITAL, INC., a Delaware corporation and a Wholly Owned
Subsidiary of the Company ("GROVE CAPITAL"; the Company and Grove Capital,
individually, a "BORROWER" and collectively, the "BORROWERS"), the several banks
and other financial institutions or entities from time to time parties to this
Agreement (collectively, the "LENDERS"; individually, a "LENDER"), CHASE BANK OF
TEXAS, NATIONAL ASSOCIATION, as Administrative Agent (as hereinafter defined)
for the Lenders hereunder, BANKBOSTON, N.A., as syndication agent (in such
capacity, the "SYNDICATION AGENT") for the Lenders hereunder, and XXXXXXXXX,
XXXXXX & XXXXXXXX SECURITIES CORPORATION, as documentation agent (in such
capacity, the "DOCUMENTATION AGENT") for the Lenders hereunder.
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers; and
WHEREAS, the Borrowers have requested, and, upon this
Amendment becoming effective, the Required Lenders have agreed, that certain
provisions of the Credit Agreement be amended in the manner provided for in this
Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
2. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. (a)
Section 1.1 of the Credit Agreement is hereby amended by deleting the definition
of "CONSOLIDATED EBITDA" and substituting in lieu thereof the following
definition:
"CONSOLIDATED EBITDA": for any period, Consolidated Net
Income for such period PLUS, without duplication and to the extent reflected as
a charge in the statement of such Consolidated Net Income for such period, the
sum of (a) income tax expense and distributions to the direct and indirect
members of Holdings in lieu of taxes, (b) Consolidated Interest Expense,
non-cash interest expense not included in Consolidated Interest Expense,
amortization or writeoff of debt discount and debt issuance costs and
commissions, discounts and other fees and charges associated with Indebtedness
(including the Loans), (c) depreciation and amortization expense and other
non-cash charges, (d) amortization of intangibles (including goodwill) and
organization costs, (e) the aggregate amount of up-front or one-time fees or
expenses payable in respect of Interest Rate Protection Agreements during such
period (to the
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extent deducted in determining Consolidated Net Income for such period), (f) for
the periods of four consecutive fiscal quarters of the Company ended September
30, 1999, December 31, 1999, March 31, 2000, June 30, 2000 and September 30,
2000, the direct and indirect costs of implementing new management information
systems (including, without limitation, productivity losses and overtime and
systems support expenses) as reasonably estimated by the Company and reported to
the Administrative Agent, not to exceed the amount set forth below:
Four Quarters
Ended Amount
-------------- ------
September 30, 1999 $17,700,000
December 31, 1999 15,500,000
March 31, 2000 13,000,000
June 30, 2000 9,300,000
September 30, 2000 6,000,000
PLUS (g) for the periods of four consecutive fiscal quarters of the Company
ended September 30, 1999, December 31, 1999, March 31, 2000, June 30, 2000 and
September 30, 2000, severance charges (which severance charges shall not exceed,
for the four consecutive fiscal quarters ended September 30, 1999 only,
$600,000), PLUS (h) the amount of unrealized foreign exchange losses (net of any
gains) (or MINUS the amount of unrealized foreign exchange gains (net of any
losses)) MINUS, to the extent included in the statement of such Consolidated Net
Income for such period, other non-cash income.
(b) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definition of "PERMITTED ACQUISITION" and substituting in lieu
thereof the following definition:
"PERMITTED ACQUISITION": any acquisition of a Person,
division or line of business in the same or related line of business by the
Company or any of its Subsidiaries for a purchase price (including any
Indebtedness assumed and continuing outstanding), together with the aggregate
purchase price paid in connection with other such acquisitions since the Closing
Date, of up to an amount of $50,000,000; PROVIDED that (i) the Company receives
approval from Required Lenders to any such acquisitions completed prior to the
date which is 12 months after the Amendment Effective Date; (ii) at any time of
such acquisition, based upon the assumption that such acquisition and any
additional Indebtedness incurred to finance such acquisition had been
consummated and incurred at the beginning of the most recently completed four
fiscal quarter period, and taking into account the earnings (or loss) of the
acquired Person, division or business line during such period and, anticipated
cost savings resulting from such acquisition, the Company shall, based upon PRO
FORMA financial statements reviewed (including as to the anticipated cost
savings) by the Company's independent public accountants, be in PRO FORMA
compliance with the provisions of Section 7.1 and have a PRO FORMA Consolidated
Fixed Charge Coverage Ratio of 1.10 to 1.0 and (iii) no Default or Event of
Default shall have occurred and be continuing.
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3. AMENDMENT TO SECTION 4.16 OF THE CREDIT AGREEMENT. Section
4.16 of the Credit Agreement is hereby amended and restated in its entirety as
follows:
The proceeds of the Term Loans shall be used to finance a
portion of the Acquisition and to pay related fees and expenses. The proceeds of
the Revolving Credit Loans and/or the Swing Line Loans shall be used (a) to
finance a portion of the Acquisition and to pay related fees and expenses, (b)
to finance Permitted Acquisitions and (c) for general corporate purposes of the
Borrowers and their Subsidiaries; PROVIDED that no more than $60,000,000 of such
proceeds shall be used for purposes referred to in clause (c) until the delivery
of the first set of consolidated financial statements on or after December 31,
1999 showing that for the four fiscal quarters ending with the last fiscal
quarter covered by such consolidated financial statements, a Consolidated Fixed
Charge Coverage Ratio (but using as the definition of "CONSOLIDATED EBITDA" for
purposes of determining such Consolidated Fixed Charge Coverage Ratio the
definition thereof as in effect prior to the First Amendment dated as of October
22, 1999 to this Agreement) of 1.30 to 1.0.
4. AMENDMENT TO SECTION 7.1(B) OF THE CREDIT AGREEMENT.
Section 7.1(b) of the Credit Agreement is hereby amended by deleting the table
and substituting in lieu thereof the following table:
Consolidated Fixed
Period Charge Coverage Ratio
------ ---------------------
Closing Date to 6/30/1999 1.05 to 1.0
9/30/1999 to 3/31/2000 1.00 to 1.0
6/30/2000 to 12/31/2001 1.10 to 1.0
3/31/2002 to 12/31/2002 1.15 to 1.0
3/31/2003 to 12/31/2003 1.25 to 1.0
3/31/2004 to 12/31/2004 1.50 to 1.0
3/31/2005 to 12/31/2005 1.75 to 1.0
thereafter 2.00 to 1.0
5. AMENDMENT TO ANNEX A OF THE CREDIT AGREEMENT. Annex A of
the Credit Agreement is hereby amended by deleting the Pricing Grid therein and
substituting in lieu thereof the Pricing Grid attached hereto as Annex A.
6. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective on the date (the "AMENDMENT EFFECTIVE DATE") first set forth above
upon the Administrative Agent having received counterparts of this Amendment
duly executed and delivered by the Borrowers and the Required Lenders together
with a Consent to this Amendment duly executed and delivered by the Loan
Parties.
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7. REPRESENTATION AND WARRANTIES. To induce the Agents and the
Lenders parties hereto to enter into this Amendment, each Borrower hereby
represents and warrants to the Agents and all of the Lenders as of the Amendment
Effective Date that: the unaudited consolidated balance sheet of the Company and
its consolidated Subsidiaries as at June 30, 1999 and the related unaudited
consolidated statements of income and of cash flows for the nine-month period
ended on such date, certified by a Responsible Officer, copies of which have
heretofore been furnished to each Lender, are complete and correct and present
fairly the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the nine-month period then ended (subject
to normal year-end audit adjustments).
8. AFFIRMATION. The Borrowers and Lenders agree that the
amendments herein to the definition of Consolidated EBITDA and Section 7.1(b) of
the Credit Agreement, shall be effective for purposes of calculating the
Consolidated Fixed Charge Coverage Ratio pursuant to and complying with Section
7.1(b) of the Credit Agreement for the period ending October 2, 1999.
9. GENERAL. (a) PAYMENT OF EXPENSES. The Borrowers jointly and
severally agree to pay or reimburse the Administrative Agent for all of its
out-of-pocket costs and reasonable expenses incurred in connection with this
Amendment, any other documents prepared in connection herewith and the
transactions contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.
(b) NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the Notes are and shall remain in full force and effect.
(c) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(d) COUNTERPARTS. This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Amendment signed by all the
parties shall be lodged with each Borrower and the Administrative Agent.
(e) SUCCESSORS. The execution and delivery of this Amendment
by any Lender
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shall be binding upon each of its successors and assigns (including
Transferees of its commitments and Loans in whole or in part prior to
effectiveness hereof) and binding in respect of all of its Revolving Credit
Commitment and Loans.
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[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
GROVE WORLDWIDE LLC
By:________________________
Name:
Title:
GROVE CAPITAL, INC.
By:________________________
Name:
Title:
CHASEBANK OF TEXAS, NATIONAL
ASSOCIATION, as Administrative Agent,
Swing Line Lender, Issuing Lender and a
Lender
By:________________________
Name:
Title:
BANKBOSTON, N.A., as Syndication Agent
and as a Lender
By:________________________
Name:
Title:
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XXXXXXXXX, XXXXXX & XXXXXXXX
SECURITIES CORPORATION, as
Documentation Agent and as a Lender
By:________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By:________________________
Name:
Title:
BALANCED HIGH-YIELD FUND I LTD.
By:________________________
Name:
Title:
THE BANK OF NEW YORK
By:________________________
Name:
Title:
BHF (USA) CAPITAL CORPORATION
By:________________________
Name:
Title:
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BHF-BANK AKTIENGESELLSCHAFT
By:________________________
Name:
Title:
CERES FINANCE, LTD.
By:________________________
Name:
Title:
COMERICA BANK
By:________________________
Name:
Title:
CONTINENTAL ASSURANCE COMPANY
By:________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:________________________
Name:
Title:
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CYPRESSTREE INVESTMENT FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its Managing
Member
By:________________________
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II,
LTD.,
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as Portfolio
Manager
By:________________________
Name:
Title:
ELC (CAYMAN) LTD.
By:________________________
Name:
Title:
FLEET NATIONAL BANK
By:________________________
Name:
Title:
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FLEET BUSINESS CREDIT CORPORATION
By:________________________
Name:
Title:
FREMONT INVESTMENT AND LOAN
By:________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORP
By:________________________
Name:
Title:
XXX XXXXXXXX 0 LLC
By:________________________
Name:
Title:
KZH CRESCENT 3 LLC
By:________________________
Name:
Title:
KZH CRESCENT LLC
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By:________________________
Name:
Title:
KZH III LLC
By:________________________
Name:
Title:
KZH RIVERSIDE LLC
By:________________________
Name:
Title:
KZH CYPRESS TREE-1 LLC
By:________________________
Name:
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE
By:________________________
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
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By:________________________
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO
By:________________________
Name:
Title:
BANQUE PARIBAS
By:________________________
Name:
Title:
SEQUILS I, LTD.
By:________________________
Name:
Title:
SOCIETE GENERALE
By:________________________
Name:
Title:
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XXXXXX CDO, LIMITED
By:________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:________________________
Name:
Title:
XXXXX FARGO BANK, N.A.
By:________________________
Name:
Title:
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Each of the undersigned hereby consents to the foregoing
Amendment and hereby confirms, reaffirms and restates that its obligations under
or in respect of the Credit Agreement and the documents related thereto to which
it is party are and shall remain in full force and effect after giving effect to
the foregoing Amendment and agrees and confirms, in the case of National Crane
Corporation, that it is a party to the Guarantee and Collateral Agreement as a
Grantor thereunder:
GROVE HOLDINGS LLC
By: ________________________
Title:
GROVE WORLDWIDE LLC
By: ________________________
Title:
GROVE CAPITAL, INC.
By: ________________________
Title:
GROVE U.S. LLC
By: ________________________
Title:
CRANE ACQUISITION CORPORATION
By: ________________________
Title:
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CRANE HOLDING INC.
By: _______________________
Title:
GROVE FINANCE LLC
By: ________________________
Title:
NATIONAL CRANE CORPORATION
By: ________________________
Title:
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ANNEX A
PRICING GRID
Revolving Revolving
Credit Credit Term Loan Term Loan
Fixed Applicable Applicable Applicable Applicable
Charge Margin for Margin for Margin for Margin for
Coverage Eurocurrency Base Rate Eurocurrency Base Rate Commitment
Ratio Loans Loans Loans Loans Fee Rate
Greater than or equal to 2.5 to 1.0 2.500% 1.500% 3.000% 2.000% .500%
Greater than or equal to 2.0 to 1.0 2.750% 1.750% 3.250% 2.250% .500%
Less than 2.0 to 1.0 3.000% 2.000% 3.500% 2.500% .500%
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