Exhibit 10.13
EXECUTION COPY
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EIGHTH AMENDMENT
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EIGHTH AMENDMENT (this "Eighth Amendment"), dated as of January 24,
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1997, to the Credit Agreement, dated as of March 19, 1992 (as amended prior to
the date hereof and as the same is being and may be further amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
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among PAMECO CORPORATION (formerly named MLX Refrigeration & Air Conditioning
Group, Inc.), a Delaware corporation (the "Company"), the lenders parties
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thereto (together with their respective successors and permitted assigns, the
"Lenders") and GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, as
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agent for the Lenders (in such capacity, together with its successors and
permitted assigns, the "Agent").
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W I T N E S S E T H :
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WHEREAS, the Company has requested that the Lender amend certain
provisions of the Credit Agreement upon the terms and subject to the conditions
set forth herein; and
WHEREAS, the Lenders have agreed to such waivers and amendments only
upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement are used herein with
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the meanings set forth in the Credit Agreement unless otherwise defined herein.
2. Amendment of Section 1.1. Section 1.1 of the Credit Agreement is
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hereby amended by:
(a) effective as of March 1, 1997, deleting from the definition
of "Applicable Margin" the number "2.75" as it appears in two places in
such definition and substituting in lieu thereof the number "2.40"; and
(b) deleting the definition of "Holdings Interest Expense" in its
entirety and substituting therefor the following:
'"Holdings Interest Expense" for any period shall mean the
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interest expense on the Loans, the Subordinated Notes, the New Subordinated
Debt, the New Subordinated Bridge Notes and the Capital Investment (as
defined in the Receivables Purchase Agreement) (including non-cash
interest) for such period, determined on a consolidated basis in accordance
with GAAP.'
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3. Amendment of Section 6.8(e)(ii). Section 6.8(e)(ii) of the
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Credit Agreement is hereby amended by deleting the chart appearing therein and
substituting in lieu thereof the following chart:
Fiscal Year Ending Amount
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February 28, 1996 $20,000,000
February 28, 1997 12,500,000
February 28, 1998 17,500,000
February 28, 1999 21,000,000
Each Fiscal Year
ending thereafter 24,500,000
4. Company Representations and Warranties. The Company represents
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and warrants that:
(a) this Eighth Amendment has been duly authorized, executed and delivered
by the Company;
(b) each of this Eighth Amendment and the Credit Agreement as amended by
this Eighth Amendment constitutes the legal, valid and binding obligation
of the Company;
(c) each of the representations and warranties set forth in Section 3 of
the Credit Agreement are true and correct as of the Eighth Amendment
Effective Date; provided that references in the Credit Agreement to this
"Agreement" shall be deemed references to the Credit Agreement as amended
to date and by this Eighth Amendment and references to the "Note" in the
Credit Agreement shall be deemed references to the Promissory Note dated
November 21, 1996 made by the Company in favor of General Electric Capital
Corporation; and
(d) after giving effect to this Eighth Amendment, there does not exist any
Default or Event of Default.
5. Conditions to Effectiveness. This Eighth Amendment shall become
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effective (the actual date of such effectiveness, the "Eighth Amendment
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Effective Date") as of the date first above written when (a) counterparts hereof
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shall have been duly executed and delivered by each of the parties hereto and
acknowledged by Pameco Holdings, Inc. and (b) General Electric Capital
Corporation shall have received such fees as set forth in the new Fee Letter
dated the date hereof from General Electric Capital Corporation and Redwood
Receivables Corporation to the Company and PSC.
6. Continuing Effects. Except as expressly waived hereby, the
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Credit Agreement shall continue to be and shall remain in full force and effect
in accordance with its terms.
7. Expenses. The Company agrees to pay and reimburse the Agent
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for all of its out-of-pocket costs and expenses incurred in connection with the
negotiation, preparation, execution, and delivery of this Eighth Amendment,
including the fees and expenses of counsel to the Agent.
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8. Counterparts. This Eighth Amendment may be executed on any
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number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
9. GOVERNING LAW. THIS EIGHTH AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth
Amendment to be duly executed and delivered in New York, New York by their
proper and duly authorized officers as of the day and year first above written.
PAMECO CORPORATION (formerly named MLX
Refrigeration & Air
Conditioning Group, Inc.)
By ________________________
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
and as a Lender
By _______________________
Title:
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ACKNOWLEDGEMENT AND CONSENT
The undersigned does hereby acknowledge and consent to the foregoing
Eighth Amendment and does hereby confirm and agree that, after giving effect to
such Eighth Amendment, the guarantee in favor of the Agent to which it is a
party is and shall continue to be in full force and effect and is hereby
confirmed and ratified in all respects.
PAMECO HOLDINGS, INC.
By ___________
Title:
