EXHIBIT 10.24
EIGHTH AMENDMENT TO CREDIT AGREEMENT
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THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
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June 28, 2001, is entered into between MELLON BANK, N.A. (the "Bank"), with a
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place of business at 000 Xxxx Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, and
KEYSTONE AUTOMOTIVE INDUSTRIES, INC., a California corporation ("Borrower"),
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with its chief executive office located at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxx 00000.
RECITALS
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A. Borrower and the Bank have previously entered into that certain Credit
Agreement dated as of March 25, 1997, as amended by that certain First Amendment
to Credit Agreement dated as of August 25, 1997, that certain Second Amendment
to Credit Agreement dated as of March 17, 1998, that certain Third Amendment to
Credit Agreement dated as of June 29, 1998, that certain Fourth Amendment to
Credit Agreement dated as of September 18, 1998, that certain Fifth Amendment to
Credit Agreement dated as of September 17, 1999, that certain Sixth Amendment to
Credit Agreement dated as of September 6, 2000 and that certain Seventh
Amendment to Credit Agreement dated as of October 30, 2000 (collectively, the
"Credit Agreement"), pursuant to which the Bank has made certain loans and other
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financial accommodations available to Borrower. Terms used herein without
definition shall have the meanings ascribed to them in the Credit Agreement.
B. Borrower and the Bank wish to further amend the Credit Agreement under
the terms and conditions set forth in this Amendment. Borrower is entering into
this Amendment with the understanding and agreement that, except as specifically
provided herein, none of the Bank's rights or remedies as set forth in the
Credit Agreement is being waived or modified by the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Amendments to Article VI - Covenants
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(a) Of the non-recurring expenses incurred by Borrower during
Borrower's fiscal quarter ended March 30, 2001, Four Million One Hundred
Thousand Dollars ($4,100,000) (the "Non-Recurring Expenses") shall be excluded
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from the calculation of Borrower's Consolidated Fixed Charge Coverage Ratio, as
set forth in Section 6.2(a) of the Credit Agreement, and shall also be excluded
from the calculation of Borrower's Consolidated Ratio of Total Indebtedness to
EBITDA, as set forth in Section 6.2(c) of the Credit Agreement. Such exclusion
of the Non-Recurring Expenses shall only apply to Sections 6.2(a) and 6.2(c) of
the Credit Agreement, and only for the following fiscal periods of Borrower: (i)
the fiscal quarter ended on Xxxxx 00, 0000, (xx) the fiscal quarter ending on or
about June 30, 2001, (iii) the fiscal quarter ending on or about September 30,
2001, and (iv) the fiscal quarter ending on or about December 31, 2001.
2. Effectiveness of this Amendment. Each of the following is a
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condition precedent to the effectiveness of this Amendment and to the Bank's
obligation to extend any credit to Borrower as provided for in the Credit
Agreement:
(a) Amendment. The Bank shall have received, in form and
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substance satisfactory to the Bank, this Amendment and the attached Guarantor's
Consent fully executed in a sufficient number of counterparts for distribution
to the Bank and Borrower.
(b) Authorizations. The Bank shall have received evidence, in
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form and substance satisfactory to the Bank, that the execution, delivery and
performance by Borrower and each Guarantor and any instrument or agreement
required under this Amendment have been duly authorized.
(c) Representations and Warranties. The Representations and
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Warranties set forth in the Credit Agreement must be true and correct as of the
date of this Amendment as if made as of such date.
(d) No Event of Default. As of the date hereof, no Event of
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Default, or event which with notice or passage of time or both would constitute
an Event of Default, exists or has occurred and is continuing.
(e) Other Required Documentation. All other documents and legal
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matters in connection with the transactions contemplated by this Agreement shall
have been delivered or executed or recorded and shall be in form and substance
satisfactory to the Bank.
3. Representations and Warranties. The Borrower represents and
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warrants as follows:
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(a) Authority. Borrower has the requisite corporate power and
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authority to execute and deliver this Amendment, and to perform its obligations
hereunder and under the Loan Documents (as amended or modified hereby). The
execution, delivery and performance by the Borrower of this Amendment and each
Loan Document (as amended or modified hereby) have been duly approved by all
necessary corporate action of Borrower and no other corporate proceedings on the
part of Borrower are necessary to consummate such transactions.
(b) Enforceability. This Amendment has been duly executed and
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delivered by Borrower. This Amendment and each Loan Document (as amended or
modified hereby) is the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, and is in full force
and effect.
(c) No Default. As of the date hereof, no event has occurred
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and is continuing that constitutes, or would with notice or passage of time or
both would constitute, an Event of Default.
4. Choice of Law. The validity of this Amendment, its construction,
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interpretation and enforcement, the rights of the parties hereunder, shall be
determined under,
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governed by, and construed in accordance with the internal laws of the State of
California governing contracts only to be performed in that State.
5. Counterparts. This Amendment may be executed in any number of
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counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment.
6. Due Execution. The execution, delivery and performance of this
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Amendment are within the power of Borrower, have been duly authorized by all
necessary corporate action, have received all necessary governmental approval,
if any, and do not contravene any law or any contractual restrictions binding on
Borrower.
7. Reference to and Effect on the Loan Documents.
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(a) Upon and after the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit Agreement, and each reference in
the other Loan Documents to "the Credit Agreement", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as modified and amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other Loan Documents, are and shall continue to be in full force and
effect and are hereby in all respects ratified and confirmed and shall
constitute the legal, valid, binding and enforceable obligations of Borrower to
the Bank.
(c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any the Bank or the Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.
(d) To the extent that any terms and conditions in any of the
Loan Documents shall contradict or be in conflict with any terms or conditions
of the Credit Agreement, after giving effect to this Amendment, such terms and
conditions are hereby deemed modified or amended accordingly to reflect the
terms and conditions of the Credit Agreement as modified or amended hereby.
8. Ratification. Borrower hereby restates, ratifies and reaffirms
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each and every term and condition set forth in the Credit Agreement, as amended
hereby, and the Loan Documents effective as of the date hereof.
9. Estoppel. To induce the Bank to enter into this Amendment and
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to continue to make advances to Borrower under the Credit Agreement, Borrower
hereby acknowledges and agrees that, after giving effect to this Amendment, as
of the date hereof, there exists no Event of Default and no right of offset,
defense, counterclaim or objection in favor of Borrower as against the Bank with
respect to the Obligations.
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the
date first above written.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.,
a California corporation
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO
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MELLON BANK, N.A.,
a national association
By: /S/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
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Title: VP
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GUARANTORS' CONSENT
Each of the undersigned hereby acknowledges and consents to the terms,
conditions and provisions of the Eighth Amendment to Credit Agreement dated as
of June 28, 2001 entered into by and among Keystone Automotive Industries, Inc.
("Borrower") and Mellon Bank, N.A. (the "Bank"), and to the transactions
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contemplated by such amendment. In addition, each of the undersigned hereby
reaffirms its obligations under its respective Continuing Guaranty delivered to
Lender in connection with the Credit Agreement as of the date noted beside each
such Guarantor's signature block, and agrees that it is and shall remain
responsible for the obligations of Borrower under such Credit Agreement as
amended by the Eighth Amendment to Credit Agreement.
CAR BODY CONCEPTS, INC., Date of Continuing Guaranty:
a Minnesota corporation March 17, 1997
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO
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INTEURO PARTS DISTRIBUTORS, INC., Date of Continuing Guaranty:
a Florida corporation March 17, 1997
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO
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NORTH STAR PLATING COMPANY, Date of Continuing Guaranty:
a Minnesota corporation March 28, 1997
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO
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REPUBLIC AUTOMOTIVE PARTS, INC., Date of Continuing Guaranty:
a Delaware corporation June 29, 1998
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO
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FENDERS & MORE, INC., Date of Continuing Guaranty:
a Tennessee corporation June 29, 1998
By: /S/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: CFO
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