FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 4, 2012 among TITAN MACHINERY INC. a Delaware corporation, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...
Exhibit 10.2
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
dated as of December 4, 2012
among
TITAN MACHINERY INC.
a Delaware corporation,
as Borrower,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as Lenders,
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,
Swing Line Lender and L/C Issuer
BANK OF AMERICA, N.A.
as Syndication Agent
COBANK, ACB
as Documentation Agent
XXXXX FARGO SECURITIES, LLC
Sole Lead Arranger and Sole Book Runner
REVISED SCHEDULES
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1.01-A |
Applicable Rates |
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2.01 |
Lenders; Commitments; Percentage Shares |
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“First Amendment”), dated as of December 4, 2012 (“First Amendment Effective Date”), is among TITAN MACHINERY INC., a Delaware corporation (“Borrower”), the several financial institutions party to this First Amendment as Lenders, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Credit Agreement (as hereinafter defined).
RECITALS
WHEREAS Borrower, Administrative Agent, Lenders, Swing Line Lender, and L/C Issuer are parties to that certain Amended and Restated Credit Agreement dated Xxxxx 00, 0000 (xx amended from time to time, the “Credit Agreement”) and, as applicable, the other Loan Documents, pursuant to which Lenders have made available to Borrower certain extensions of credit referenced therein on the terms and conditions contained therein; and
WHEREAS Borrower has requested that Administrative Agent and Lenders (a) increase the Aggregate Floorplan Commitments by $75,000,000.00, (b) modify certain financial covenants, and (c) further modify the Credit Agreement on the terms and conditions contained herein; and
WHEREAS the Administrative Agent and Lenders have agreed to modify the Credit Agreement on the terms and conditions contained herein;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
AGREEMENT
ARTICLE I — MODIFICATIONS & CONSENTS
SECTION 1.1 MODIFICATIONS TO CREDIT AGREEMENT
As of the First Amendment Effective Date, except for Section 1.1.4., the following sections of the Credit Agreement are hereby modified as follows:
1.1.1 The definition of “Floorplan Borrowing Base” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:
“Floorplan Borrowing Base” means as of any date of calculation, an amount, as set forth on the most current Borrowing Base Certificate delivered to the Administrative Agent, equal to the sum of:
(a) 90% of the net book value of Eligible New Equipment Inventory held by Borrower one year or less; plus
(b) 80% of the net book value of Eligible New Equipment Inventory held by Borrower more than one year but less than or equal to two years; plus
(c) 70% of the net book value of Eligible New Equipment Inventory held by Borrower more than two years but less than or equal to three years; plus
(d) 85% of the net book value of Eligible Used Equipment Inventory held by Borrower one year or less; plus
(e) 75% of the net book value of Eligible Used Equipment Inventory held by Borrower more than one year but less than or equal to two years; plus
(f) 65% of the net book value of Eligible Used Equipment Inventory held by Borrower more than two years but less than or equal to three years; minus
(g) the Floorplan Borrowing Base Reserve.
The Borrower, Administrative Agent and the Lenders acknowledge and agree that (i) the advance rates set forth in this definition are solely to establish the parameters for Availability, and (ii) this definition does not constitute nor shall it be deemed to constitute an express or implied representation or determination by Lenders that the recovery in a forced liquidation scenario would be equal to the advance rates established herein.
1.1.2 The definition of “Floorplan L/C Sublimit” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:
“Floorplan L/C Sublimit” means an amount equal to $30,000,000.00. The Floorplan L/C Sublimit is part of, and not in addition to, the Aggregate Floorplan Commitments.
1.1.3 Section 2.14(a) of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:
(a) Increase in Aggregate Commitments Generally. So long as no Default has occurred and is continuing or would result therefrom and the Aggregate Commitments have not been voluntarily reduced, upon notice to Administrative Agent, at any time after December 15, 2012 but prior to the Working Capital Maturity Date, Borrower may request one or more Additional Working Capital Commitments or one or more Additional Floorplan Commitments; provided that: (i) after giving effect to any such addition, the maximum aggregate amount of Additional Working Capital Commitments and Additional Floorplan Commitments that have been added pursuant to this Section 2.14 from and after December 15, 2012 shall not exceed $50,000,000; (ii) any such addition shall be in an aggregate amount of $15,000,000.00 or any whole multiple of $1,000,000.00 in excess thereof (provided that such amount may be less than $15,000,000.00 if such amount represents all remaining availability under the aggregate limit in
respect of Additional Working Capital Commitments and Additional Floorplan Commitments set forth in clause (i) of this proviso); (iii) Borrower may request a maximum total of three (3) increases under this section and (iv) no Lender shall be required to participate in the Additional Working Capital Commitments or Additional Floorplan Commitments.
1.1.4 Effective as of October 31, 2012, Section 6.12(a) of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor:
(a) Consolidated Net Leverage Ratio. Borrower shall maintain, (a) as at the end of each Fiscal Period beginning with the Fiscal Period ending October 31, 2012 through the Fiscal Period ending January 31, 2014, a Consolidated Net Leverage Ratio not greater than 3.50 : 1.00, and (b) as at the end of each Fiscal Period from and after the Fiscal Period ending April 30, 2014, a Consolidated Net Leverage Ratio not greater than 3.00 : 1.00.
1.1.5 Schedules 1.01-A and 2.01 to the Credit Agreement are hereby deleted in their entirety and replaced with the corresponding Schedules attached to this First Amendment.
SECTION 1.2 INCREASED COMMITMENTS; ADDITIONAL LENDER
1.2.1 On the First Amendment Effective Date, the Aggregate Floorplan Commitments are increased to $375,000,000.00.
1.2.2 On and after the First Amendment Effective Date, BMO Xxxxxx Bank N.A. shall be a Lender with a Floorplan Commitment, corresponding Floorplan Percentage Share equal to that set forth on Schedule 2.01 to this First Amendment and shall have the rights, duties and obligations of such a Lender under the Credit Agreement and the other Loan Documents. The Commitments of each other Lender shall be adjusted as set forth on Schedule 2.01 to this First Amendment. BMO Xxxxxx Bank N.A. further agrees as follows:
(a) BMO Xxxxxx Bank N.A. confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment.
(b) BMO Xxxxxx Bank N.A. will, independently and without reliance upon the Administrative Agent or any other Lender and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents.
(c) BMO Xxxxxx Bank N.A. appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as the Administrative Agent is authorized to exercise by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with the Credit Agreement.
(d) BMO Xxxxxx Bank N.A. agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender.
ARTICLE II — COVENANTS
SECTION 2.1 EXPENSES
Borrower shall pay all reasonable expenses and costs of Administrative Agent (including, without limitation, the reasonable attorney fees and expenses of counsel for Administrative Agent) in connection with the preparation, negotiation, execution and approval of this First Amendment and any and all other documents, instruments and things contemplated hereby, whether or not such transactions are consummated, together with all other reasonable expenses and costs incurred by Administrative Agent chargeable to Borrower pursuant to the terms of the Credit Agreement which are unpaid at such time.
ARTICLE III — CONDITIONS TO FIRST AMENDMENT; GENERAL PROVISIONS
SECTION 3.1 CONDITIONS PRECEDENT
3.1.1 This First Amendment and the transactions contemplated herein are expressly conditioned upon the satisfaction by Borrower of the following conditions, all in the sole but reasonable discretion of the Administrative Agent:
(a) Borrower shall have delivered to Administrative Agent the following documents and agreements, each in form and substance reasonably acceptable to Administrative Agent:
(i) a Note executed by Borrower in favor of BMO Xxxxxx Bank N.A. evidencing the Floorplan Loan; and
(ii) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of Borrower as Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which Borrower is a party;
(b) No Material Adverse Effect shall have occurred since Closing;
(c) No Default or Event of Default shall have occurred and be continuing; and
(d) Borrower shall have paid all amounts owed to Administrative Agent and Lenders in connection with this First Amendment.
3.1.2 Without limiting the foregoing, the effectiveness of this First Amendment shall be conditioned on receipt by Administrative Agent of the consent of all Lenders.
SECTION 3.2 RATIFICATION; ESTOPPEL; REAFFIRMATION
3.2.1 Borrower hereby reaffirms and ratifies the Credit Agreement and other Loan Documents, as amended, modified and supplemented hereby.
3.2.2 Borrower hereby reaffirms to Administrative Agent and to each Lending Party that each of the representations, warranties, covenants and agreements set forth in the Credit Agreement and the other Loan Documents with the same force and effect as if each were separately stated herein and made as of the date hereof except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
3.2.3 Borrower further represents and warrants that, as of the date hereof, it has no counterclaims, defenses or offsets of any nature whatsoever to the Obligations or any of the Loan Documents and that as of the date hereof no unwaived Default or Event of Default by Borrower, Administrative Agent or any Lending Party has occurred or exists under any of the Loan Documents.
3.2.4 Borrower hereby ratifies, affirms, reaffirms, acknowledges, confirms and agrees that the Credit Agreement and other Loan Documents, as amended, modified and supplemented hereby by this First Amendment, represent the valid, binding, enforceable and collectible obligations of Borrower except to the extent enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles.
3.2.5 Borrower hereby affirms, acknowledges and confirms that the provisions of this First Amendment shall be a part of the Credit Agreement and Loan Documents for all purposes.
3.2.6 Borrower affirms and acknowledges that the recitals to this First Amendment are true and accurate and are hereby incorporated into this First Amendment.
SECTION 3.3 RELEASE
Borrower does hereby release, remise, acquit and forever discharge Administrative Agent and Lenders and Administrative Agent and Lenders’ employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporation, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all action and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this First Amendment, the Credit Agreement and the other Loan Documents, except, in each case, to the extent of the gross negligence or willful misconduct of the Released Parties (all of the foregoing hereinafter called the “Released Matters”). Borrower acknowledges that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Borrower represents and warrants to Administrative Agent and the Lenders that it has not purported to
transfer, assign or otherwise convey any right, title or interest of Borrower in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.
SECTION 3.4 TIME OF THE ESSENCE
Time is of the essence of the First Amendment, the Credit Agreement and Loan Documents.
SECTION 3.5 GOVERNING LAW; JURISDICTION; ETC.
3.5.1 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
3.5.2 SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT OR ANY OTHER LOAN DOCUMENT TO WHICH EACH IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURTS OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURTS. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS FIRST AMENDMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS FIRST AMENDMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OTHER PARTY OR ANY OF ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION.
3.5.3 WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 3.5.2. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
3.5.4 SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS FIRST AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
SECTION 3.6 COUNTERPARTS; SEVERABILITY
3.6.1 This First Amendment may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
3.6.2 If any term or provision of this First Amendment, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this First Amendment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this First Amendment shall be valid and shall be enforced to the fullest extent permitted by law.
SECTION 3.7 WAIVER OF RIGHT TO JURY TRIAL
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM. EACH OF THE PARTIES HERETO REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL ON SUCH MATTERS. IN THE EVENT OF LITIGATION, A COPY OF THIS FIRST AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
SECTION 3.8 FINAL EXPRESSION
THIS WRITTEN AGREEMENT IS THE FINAL EXPRESSION OF THE FIRST AMENDMENT TO THE CREDIT AGREEMENT AMONG THE PARTIES HERETO AS THE SAME EXISTS TODAY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE PARTIES HERETO.
BY SIGNING BELOW, THE PARTIES HERETO HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN THEMSELVES WITH RESPECT TO THE SUBJECT MATTER OF THIS FIRST AMENDMENT OR OF THE CREDIT AGREEMENT GENERALLY.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.
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BORROWER: |
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a Delaware corporation |
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By: |
/s/ Xxx X. Xxxxxxxxxxxx |
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Name: |
Xxx X. Xxxxxxxxxxxx |
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Title: |
Vice President of Finance, Treasurer |
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Signature Page to First Amendment to Amended and Restated Credit Agreement
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ADMINISTRATIVE AGENT, L/C ISSUER AND SWING LINE LENDER: |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
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a national banking association, as Administrative Agent, L/C Issuer and Swing Line Lender |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxx |
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Title: |
Vice President |
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, |
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a national banking association, as a Lender |
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By: |
/s/ Xxxx X. Xxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxx |
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Title: |
Vice President |
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LENDER: |
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COBANK, ACB |
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By: |
/s/ Xxxxxxxx X. Xxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxx |
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Title: |
Vice President |
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LENDER: |
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BANK OF AMERICA, N.A. |
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By: |
/s/ Xxx Xxxxxxxx |
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Name: |
Xxx Xxxxxxxx |
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Title: |
SVP |
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LENDER: |
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U.S. BANK NATIONAL ASSOCIATION |
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By: |
/s/ Xxxxxx XxXxxxxx |
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Name: |
Xxxxxx XxXxxxxx |
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Title: |
Vice President |
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LENDER: |
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BANK OF THE WEST |
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a California banking corporation |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
VP |
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LENDER: |
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XXXXXX BANK, N.A. |
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By: |
/s/ Xxxxxx Well |
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Name: |
Xxxxxx Well |
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Title: |
President |
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LENDER: |
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COMERICA BANK |
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By: |
/s/ Xxx Xxxxxx |
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Name: |
Xxx Xxxxxx |
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Title: |
Vice President |
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LENDER: |
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BMO XXXXXX BANK N.A. |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
V.P. |
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SCHEDULE 1.01-A
APPLICABLE RATES
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Tier |
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Consolidated Leverage Ratio |
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Applicable |
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Applicable |
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Applicable L/C |
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I |
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Less than 1.50 to 1.00 |
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150.0 |
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50.0 |
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150.0 |
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II |
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Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00 |
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175.0 |
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75.0 |
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175.0 |
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III |
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Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 |
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200.0 |
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100.0 |
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200.0 |
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IV |
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Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00 |
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225.0 |
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125.0 |
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225.0 |
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V |
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Greater than or equal to 3.00 to 1.00 |
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262.5 |
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162.5 |
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262.5 |
SCHEDULE 2.01
LENDERS; COMMITMENTS; PERCENTAGE SHARES
FLOORPLAN LOANS
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Lender |
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Commitment Amount |
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Percentage Share |
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Xxxxx Fargo Bank, N.A. |
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$ |
117,000,000.00 |
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31.200000000 |
% |
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Bank of America, N.A. |
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$ |
77,500,000.00 |
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20.666666667 |
% |
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CoBank, ACB |
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$ |
54,000,000.00 |
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14.400000000 |
% |
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U.S. Bank National Association |
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$ |
36,000,000.00 |
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9.600000000 |
% |
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Bank of the West |
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$ |
29,000,000.00 |
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7.733333333 |
% |
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Comerica Bank |
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$ |
25,000,000.00 |
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6.666666667 |
% |
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Xxxxxx Bank, N.A. |
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$ |
16,500,000.00 |
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4.400000000 |
% |
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BMO Xxxxxx Bank N.A. |
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$ |
20,000,000.00 |
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5.333333333 |
% |
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TOTAL |
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$ |
375,000,000.00 |
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100.000000000 |
% |
WORKING CAPITAL LOANS
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Lender |
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Commitment Amount |
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Percentage Share |
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Xxxxx Fargo Bank, N.A. |
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$ |
25,500,000.00 |
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34.000000000 |
% |
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Bank of America, N.A. |
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$ |
15,000,000.00 |
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20.000000000 |
% |
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CoBank, ACB |
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$ |
11,000,000.00 |
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14.666666667 |
% |
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U.S. Bank National Association |
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$ |
9,000,000.00 |
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12.000000000 |
% |
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Bank of the West |
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$ |
6,000,000.00 |
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8.000000000 |
% |
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Comerica Bank |
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$ |
5,000,000.00 |
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6.666666667 |
% |
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Xxxxxx Bank, N.A. |
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$ |
3,500,000.00 |
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4.666666667 |
% |
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TOTAL |
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$ |
75,000,000.00 |
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100.000000000 |
% |
