SIXTH AMENDMENT TO
XXXXXXX CORPORATION CREDIT AGREEMENT
THIS SIXTH AMENDMENT dated as of September 1, 1995 (this "SIXTH
AMENDMENT") to the Xxxxxxx Corporation Credit Agreement dated as of September
7, 1990 (as amended, the "CREDIT AGREEMENT") among XXXXXXX CORPORATION, a
Delaware corporation (the "COMPANY") and THE LENDERS LISTED ON THE SIGNATURE
PAGES HEREOF ("LENDERS"), as previously amended by the First Amendment dated
as of June 25, 1991, the Second Amendment dated as of September 23, 1991, the
Third Amendment dated as of March 24, 1992, the Fourth Amendment dated as of
July 15, 1993, and the Fifth Amendment dated as of August 1, 1994, each by
and among Company, Guarantors (as defined in the Credit Agreement), Lenders
and Agent, is entered into by and among Company, Guarantors, Lender and
Agent. Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings given to such terms in the Credit
Agreement.
RECITALS
WHEREAS, Company has requested that Lenders and Agent amend the Credit
Agreement to extend the Final Maturity Date, decrease the Applicable
Eurodollar Rate Pricing Margin, and eliminate certain covenants, and Lenders
have agreed to amend the Agreement for such purposes as hereinafter provided.
NOW, THEREFORE, in consideration of the terms and conditions herein
contained, Company, Guarantors and Lenders hereby agree as follows:
A. AMENDMENTS TO CREDIT AGREEMENT. Unless otherwise indicated, all
references herein to Sections and Subsections are references to Sections and
Subsections of the Credit Agreement.
(1) AMENDMENT TO CERTAIN DEFINED TERMS
(a) The definition of "Applicable Eurodollar Rate Pricing Margin"
contained in Subsection 1.1 is hereby deleted in its entirety and the
following is substituted therefor:
"Applicable Eurodollar Rate Pricing Margin means: during any
Pricing Period for which Company's Pricing Level is Pricing Level I,
.1875% per annum; during any Pricing Period for which Company's
Pricing Level is Pricing Level II, .3125% per annum; during any
Pricing Period for which Company's Pricing Level is Pricing Level III,
.4375%."
(b) The definition of "Final Maturity Date" contained in Subsection
1.1 is hereby deleted in its entirety and the following is substituted
therefor:
"Final Maturity Date means November 1, 2000."
(2) OTHER AMENDMENTS
(a) Subsections 4.4, 6.1, 6.3, 6.6 and 6.8 are hereby deleted in their
entirety.
B. LIMITATION OF AMENDMENT. Without limiting the generality of the
provisions of Section 9.7 of the Credit agreement, this Amendment shall be
limited precisely as written and relates solely to the amendment of the
Credit Agreement set forth in Section A hereof in the manner and to the
extent described therein, and this Amendment shall not be deemed to:
(1) be a consent to any waiver or modification of any other term or
condition of the Credit Agreement or any other Loan Document or of any
other instrument or agreement referred to therein; or
(2) prejudice any right or remedy which any of the Lenders may now
have (except to the extent such right or remedy is based upon existing
defaults which will not exist after giving effect to this Amendment) or
may have in the future under or in connection with the Credit agreement,
any other Loan Document or any other instrument or agreement referred to
therein.
C. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to enter
into this Sixth Amendment, Company hereby represents and warrants to each
Lender that:
(1) The representations and warranties contained in the Credit
Agreement are true, correct and complete in all material respects on and
as of the date hereof to the same extent as though made on and as of the
date hereof;
(2) No event has occurred and is continuing or would result from the
execution, delivery or performance of this Sixth Amendment which
constitutes or would constitute an Event of Default or a Potential Event
of Default;
(3) Each Credit Party has performed in all material respects
agreements and satisfied all conditions which each Loan Document, as
modified by this Sixth Amendment, provides shall be performed by it on or
before the date hereof; and
(4) The execution, delivery and performance by Company of this Sixth
Amendment are within the corporate power of Company and have been duly
authorized by all necessary corporate action on the part of Company, and
this Sixth Amendment, as of the date it becomes effective, will constitute
a valid and binding agreement of Company, enforceable against Company in
accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights generally or by equitable
principles. As of the date of this Sixth Amendment becomes effective, the
Credit Agreement will constitute a valid and binding agreement of Company,
enforceable against Company in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights
generally or by equitable principles.
D. ACKNOWLEDGMENT. Each Guarantor acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Sixth Amendment and
consents to the amendment of the Credit Agreement effected by this Sixth
Amendment. Each Guarantor hereby confirms that the Guaranty to which it is a
party or otherwise bound will continue to guaranty, to the fullest extent
possible, the payment and performance of all Guarantied Obligations (as
defined in the applicable Guaranty), including, without limitation, the
payment and performance of all Obligations of Company now or hereafter
existing under or in respect of the Amended Agreement. Each Guarantor
acknowledges and agrees that (i) all of the Loan Documents to which it is a
party or otherwise bound shall continue in full force and effect and that all
of its obligations thereunder shall be valid and enforceable and shall not be
impaired or affected by the execution or effectiveness of this Sixth
Amendment; (ii) such Guarantor is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected by this Sixth Amendment; and (iii) nothing in the
Credit Agreement, this Sixth Amendment or any other Loan Document shall be
deemed to require the consent of any Guarantor to any future amendments to
the Credit Agreement or any other Loan Documents.
E. LOAN DOCUMENTS. (a) Company agrees to and acknowledges the terms and
provisions of this Sixth Amendment and confirms that each Loan Document shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or affected by the
execution of this Sixth Amendment, except as specifically provided herein.
Company represents and warrants that all representations and warranties
contained in each Loan Document are true, correct and complete in all
material respects as of the date hereof to the same extent as though made on
such date.
(b) Each Guarantor agrees that the word "Agent," as used in the
Guaranty to which such Guarantor is a party or otherwise bound, shall mean
"Guaranteed Parties (other than Agent)" at all times when Company is Agent
under the Credit Agreement.
F. EFFECT ON THE LOAN DOCUMENTS. From and after the date hereof, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" and words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "Credit Agreement," "thereunder,"
"thereof," and words of like import referring to the Credit Agreement shall
mean and be a reference to the Credit Agreement as amended by this Sixth
Amendment. Except as specifically amended by this Sixth Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
G. GOVERNING LAW. This Sixth Amendment shall be deemed to be made under,
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the State of New York without regard to principles of
conflicts of laws.
H. COUNTERPARTS; EFFECTIVENESS. This Sixth Amendment may be executed in
any number of counterparts, and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Sixth Amendment shall become effective on and as of the
date first above written upon the execution of a counterpart hereof by
Company, Requisite Lenders and Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to
be duly executed as of the date first above written.
COMPANY:
XXXXXXX CORPORATION
By: /s/
---------------------------------
Title: VP & Controller
------------------------------
GUARANTORS:
DH HOLDINGS CORP.
EASCO HAND TOOLS, INC.
FAYETTE TUBULAR PRODUCTS, INC.
XXXXXXXX INDUSTRIES, INC.
XXXXXX XXXXX MANUFACTURING COMPANY
XXXXXX VEHICLE EQUIPMENT COMPANY
MATCO TOOLS CORPORATION
(formerly The Xxxxxx Manufacturing
Company)
XXXXXX-XXXX COMPANY
DELTA CONSOLIDATED INDUSTRIES
XXXXXXX FINANCE COMPANY
QUALITROL CORPORATION
By: /s/
---------------------------------
Title: VP & Controller
------------------------------
Signature Page to Sixth Amendment to Credit Agreement dated as of September
1, 1995 among Xxxxxxx Corporation and the Lenders identified below.
LENDERS:
BANK OF AMERICA ILLINOIS
By: /s/
---------------------------------
Title: Authorized Officer
-----------------------------
CREDIT SUISSE
By: /s/
---------------------------------
Title:
-------------------------------
Title:
-------------------------------
THE BANK OF TOKYO TRUST COMPANY
By: /s/
---------------------------------
Title:
------------------------------
THE BANK OF NOVA SCOTIA
By: /s/
---------------------------------
Title:
------------------------------
BANKERS TRUST (DELAWARE)
By: /s/
---------------------------------
Title:
------------------------------
Signature Page to Sixth Amendment to Credit Agreement dated as of September
1, 1995 among Xxxxxxx Corporation and the Lenders identified below.
LENDERS:
CONTINENTAL BANK, NATIONAL
ASSOCIATION
By: /s/
---------------------------------
Title:
------------------------------
CREDIT SUISSE
By: /s/
---------------------------------
Title: Associate
------------------------------
By: /s/
---------------------------------
Title: Member of Senior Management
------------------------------
THE BANK OF TOKYO TRUST COMPANY
By: /s/
---------------------------------
Title:
------------------------------
THE BANK OF NOVA SCOTIA
By: /s/
---------------------------------
Title:
------------------------------
BANKERS TRUST (DELAWARE)
By: /s/
---------------------------------
Title:
------------------------------
CREDIT LYONNAIS
By: /s/
---------------------------------
Title:
------------------------------
Signature Page to Sixth Amendment to Credit Agreement dated as of September
1, 1995 among Xxxxxxx Corporation and the Lenders identified below.
LENDERS:
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/
---------------------------------
Title: Corporate Banking Officer
------------------------------
THE TORONTO-DOMINION BANK
By: /s/
---------------------------------
Title:
------------------------------
CHEMICAL BANK
By: /s/
---------------------------------
Title:
------------------------------
THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: /s/
---------------------------------
Title:
------------------------------
NATIONSBANK OF NORTH CAROLINA, N.A.
By: /s/
---------------------------------
Title:
------------------------------
DRESDNER BANK AG. NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/
---------------------------------
Title:
------------------------------
SCHEDULE B
AS AMENDED NOVEMBER 1, 1995
BANK COMMITMENT PRO-RATA SHARE
------------------------------ --------------- --------------
Bank of America 20,000,000.00 8.0000%
Bank of Nova Scotia 20,000,000.00 8.0000%
Bank of Tokyo Trust Company 15,000,000.00 6.0000%
Bankers Trust Company 10,000,000.00 4.0000%
Chase Manhattan Bank 10,000,000.00 4.0000%
Chemical Bank 15,000,000.00 6.0000%
Credit Suisse 15,000,000.00 6.0000%
Dresdner Bank 15,000,000.00 6.0000%
First National Bank of Chicago 20,000,000.00 8.0000%
The Fuji Bank 10,000,000.00 4.0000%
Industrial Bank of Japan 15,000,000.00 6.0000%
NationsBank 20,000,000.00 8.0000%
The Northern Trust Co. 10,000,000.00 4.0000%
The Sanwa Bank 10,000,000.00 4.0000%
The Sumitomo Bank 10,000,000.00 4.0000%
SunTrust Bank 10,000,000.00 4.0000%
Toronto Dominion 15,000,000.00 6.0000%
Wachovia Bank 10,000,000.00 4.0000%
250,000,000.00
===============
