Execution Copy
EIGHTH AMENDMENT TO CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT, dated as of December 29,
1997 (this "Amendment"), is by and among OWOSSO CORPORATION, a Pennsylvania
corporation ("Owosso"), AHAB INVESTMENT COMPANY, a Delaware corporation
("Ahab"), XXXXXX COMPANY, a Delaware corporation ("Xxxxxx"), DEWEZE
MANUFACTURING, INC., a Pennsylvania corporation ("DewEze"), THE LANDOVER
COMPANY, a Pennsylvania corporation, and the survivor of the merger with Xxxxxx
Industries Group, Inc., a Washington corporation ("Landover"), MOTOR
PRODUCTS-OWOSSO CORPORATION, a Delaware corporation ("Motor Products"), SNOWMAX,
INCORPORATED, a Pennsylvania corporation ("Snowmax"), SOONER TRAILER
MANUFACTURING CO., a Delaware corporation ("Sooner"), MOTOR PRODUCTS-OHIO
CORPORATION, a Delaware corporation ("Motor Products-Ohio"), GREAT BEND
MANUFACTURING COMPANY, INC., a Kansas corporation, STATURE ELECTRIC, INC., a New
York corporation ("Stature"), and OWOSSO MOTOR GROUP, INC., a Pennsylvania
corporation ("Motor Group" and, together with Owosso, Ahab, Xxxxxx, DewEze,
Landover, Motor Products, Snowmax, Sooner, Motor Products-Ohio, Great Bend,
Stature and Motor Group, collectively the "Borrowers" and individually a
"Borrower"), NBD BANK, a Michigan banking corporation formerly known as NBD
Bank, N.A. ("NBD"), PNC BANK, NATIONAL ASSOCIATION, a national banking
association ("PNC" and, together with NBD, collectively the "Banks" and
individually a "Bank"), and NBD BANK, as agent (in such capacity, the "Agent")
for the Banks.
INTRODUCTION
A. The Borrowers, the Banks and the Agent are parties to the Credit
Agreement, dated as of October 31, 1994, as amended by the First Amendment to
Credit Agreement, dated as of August 1, 1995, the Second Amendment to Credit
Agreement, dated as of September 1, 1995, the Third Amendment to Credit
Agreement, dated as of October 31, 1995, and the Fourth Amendment to Credit
Agreement, dated as of March 8, 1996, the Fifth Amendment to Credit Agreement,
dated as of May 31, 1996, the Sixth Amendment to Credit Agreement, dated as of
December 1, 1996, and the Seventh Amendment to Credit Agreement, dated as of
March 3, 1997 (the "Credit Agreement"), pursuant to which the Banks provide to
the Borrowers, on a joint and several liability basis, a revolving credit
facility in the aggregate principal amount of $55,000,000.
B. The Borrowers, the Banks and the Agent now desire to amend the
Credit Agreement on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual agreements herein and in
the Credit Agreement contained, the parties hereto agree as follows:
ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT
The Credit Agreement hereby is amended as follows:
1.2 The definition of the term "Fixed Charges" in Section 1.1 is
amended to read in full as follows:
"Fixed Charges" of any person shall mean, for any period, the sum,
without duplication, of (a) interest paid or payable during such period
by such person on Indebtedness of such person, plus (b) the maximum
scheduled amount of principal or other sums required to be paid by such
person during the period of four fiscal quarters of such person
immediately following such period with respect to Indebtedness
(including the current portion of any Capital Lease) of such person
having a final maturity more than one year from the date of creation of
such Indebtedness, but excluding, for purposes of this clause (b) only,
the Excluded Indebtedness, plus (c) all debt discount and expense
amortized or required to be amortized during such period by such
person, plus (d) Operating Lease Rental Expense of such person for such
period, plus (e) all capital expenditures made by such person during
such period, except that, for the purpose of determining consolidated
fixed charges of the Borrowers and their Subsidiaries with respect to
each of the Borrowers' fiscal quarters ending on or about January 31,
1998, April 30, 1998 and July 31, 1998, consolidated capital
expenditures of the Borrowers and their Subsidiaries shall be deemed to
equal one-quarter (1/4) of the projected consolidated capital
expenditures of the Borrowers and their Subsidiaries (as such
projection may be revised from time to time as shown in any revised
projection certified by the chief financial officer of Owosso furnished
to the Banks and the Agent with the next certificate of such officer
furnished to the Banks and the Agent under Section 5.1(d)(iv)) for the
Borrowers' fiscal year ending on or about October 31, 1998, plus (f)
all dividends and other distributions paid or payable or otherwise
accumulating during such period on any capital stock of such person.
1.2 Section 5.2(c) is amended to read in full as follows:
(c) Fixed Charges Coverage. Permit or suffer the ratio of
Consolidated Fixed Charges Coverage Availability of the Borrowers and
their Subsidiaries to Consolidated Fixed Charges of the Borrowers and
their Subsidiaries to be less than (i) 0.75 to 1.00 as of the end of
either of the Borrowers' fiscal quarters ending on or
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about January 31, 1997 or April 30, 1997, (ii) 0.80 to 1.00 as of the
end of the Borrowers' fiscal quarter ending on or about July 31, 1997,
(iii) 1.00 to 1.00 as of the end of the Borrowers' fiscal quarter
ending on or about October 31, 1997 or January 31, 1998, (iv) 1.10 to
1.00 as of the end of any of the Borrowers' fiscal quarters ending on
or about April 30, 1998, July 31, 1998, October 31, 1998, January 31,
1999 or April 30, 1999, or (v) 1.25 to 1.00 as of the end of any of the
Borrowers' fiscal quarters ending at any time thereafter; such ratio to
be determined as of the last day of each fiscal quarter of the
Borrowers for the period of four fiscal quarters of the Borrowers then
ended. For purposes of determining from time to time the Borrowers'
compliance with this subsection, each Person that is a Borrower or a
Subsidiary of a Borrower at the time of such determination shall be
deemed to have been a Borrower or a Subsidiary of a Borrower, as the
case may be, for the entire period relevant to such determination
(i.e., in each case, the period of four fiscal quarters of the
Borrowers then ended) and each Person that was a Borrower or Subsidiary
of a Borrower at any time during such relevant period, but is no longer
a Borrower or Subsidiary of a Borrower, as the case may be, at the time
of such determination, shall be deemed not to have been a Borrower or a
Subsidiary of a Borrower, as the case may be, at any time during such
period.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES
In order to induce the Banks to enter into this Amendment, each
Borrower represents and warrants that:
2.1 The execution, delivery and performance by the Borrowers of this
Amendment have been duly authorized by all necessary corporate action and do not
and will not (a) require any consent or approval of the stockholders of any
Borrower, (b) violate any provisions of any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award presently in effect having
applicability to any Borrower or of the Articles of Incorporation or By-Laws of
any Borrower, or (c) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease or
instrument to which any Borrower is a party or by which any Borrower or its
properties may be bound or affected.
2.2 No authorization, consent, approval, license, exemption of or
filing, declaration or registration with any governmental authority or any
non-governmental person or entity, including without limitation any creditor or
stockholder of any Borrower, is required on the part of any Borrower in
connection with the execution, delivery and performance of this Amendment, or
the transactions contemplated hereby or as a condition to the legality, validity
or enforceability of this Amendment.
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2.3 This Amendment is a legal, valid and binding obligation of the
Borrowers enforceable against the Borrowers in accordance with its terms.
2.4 After giving effect to the amendments contained in Article 1 of
this Amendment and to Section 4.2 of this Amendment, the representations and
warranties contained in Article IV of the Credit Agreement are true on and as of
the date hereof with the same force and effect as if made on and as of the date
hereof, provided that none of Stature, Motor Products-Ohio, Great Bend, Motor
Group or Xxxxxx shall be deemed a "Borrower" with respect to, but only with
respect to, such representations and warranties regarding historical matters not
involving any such Borrower.
ARTICLE 3. CONSENT TO PREPAYMENT OF
XXXXXX X. XXXXXX SUBORDINATED DEBT
Owosso has informed the Banks and the Agent that it desires to prepay
in full that certain Promissory Note dated August 2, 1996 in the principal
amount of $802,543.41 made by Owosso in favor of Xxxxxx X. Xxxxxx (the
"Subordinated Note"). The Subordinated Note is subordinate to, among other
things, all indebtedness, obligations and liabilities of Owosso to the Agent and
the Banks pursuant to that certain Subordination Agreement, dated as of August
2, 1996, among Xxxxxx X. Xxxxxx, Owosso and the Agent (the "Subordination
Agreement"). Owosso has requested the Banks and the Agent to consent to the
prepayment in full of the Subordinated Note. The Banks and the Agent hereby
consent to such prepayment, provided that (a) no Default or Event of Default
shall have occurred and be continuing (both before and after such prepayment),
(b) such consent is limited to the prepayment of the Subordinated Note as
provided herein, and such consent shall not be deemed to be a waiver of or
consent to any other action or omission in violation of the Credit Agreement or
the Subordination Agreement, or a waiver or modification of any provision of the
Credit Agreement or the Subordination Agreement, except the provisions of
Section 5.2(l) of the Credit Agreement and the provisions of the Subordination
Agreement as such provisions apply to the Subordinated Note, and (c) such
consent shall not be deemed to prejudice any other right or rights which any of
the Banks or the Agent may now have or have in the future under or in connection
with the Credit Agreement or the Subordination Agreement.
ARTICLE 4. MISCELLANEOUS
4.1 If any Borrower shall fail to perform or observe any term, covenant
or agreement in this Amendment, or any representation or warranty made by any
Borrower in this Amendment shall prove to have been incorrect in any material
respect when made, such occurrence shall be deemed to constitute an Event of
Default.
4.2 All references to the Credit Agreement in any agreement,
certificate or instrument referred to in the Credit Agreement, or delivered
pursuant thereto or in connection therewith or in any other document, hereafter
shall be deemed references to the Credit Agreement, as amended hereby.
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4.3 All agreements, certificates and instruments executed pursuant to
the Credit Agreement or in connection therewith and, subject to the amendments
herein provided, the Credit Agreement, shall in all respects continue in full
force and effect and are hereby ratified and confirmed.
4.4 Capitalized terms used but not defined in this Amendment shall have
the respective meanings ascribed thereto in the Credit Agreement.
4.5 This Amendment shall be governed by and construed in accordance
with the laws of the State of Michigan.
4.6 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto were upon the same instrument.
4.7 The Borrowers agree, jointly and severally, to pay the reasonable
fees and expenses of Dickinson, Wright, Moon, Van Dusen & Xxxxxxx, counsel for
the Agent, in connection with the negotiation and preparation of this Amendment
and the documents referred to herein and the consummation of the transactions
contemplated hereby, and in connection with advising the Agent as to its rights
and responsibilities with respect thereto.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the date first above written.
BORROWERS: OWOSSO CORPORATION
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Senior Vice President
Finance and Chief
Financial Officer
AHAB INVESTMENT COMPANY
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Its: Vice-President
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XXXXXX COMPANY
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
DEWEZE MANUFACTURING, INC.
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
THE LANDOVER COMPANY
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
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MOTOR PRODUCTS-OWOSSO
CORPORATION
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
GREAT BEND MANUFACTURING
COMPANY, INC.
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
SNOWMAX, INCORPORATED
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
SOONER TRAILER MANUFACTURING CO.
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
MOTOR PRODUCTS-OHIO
CORPORATION
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
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STATURE ELECTRIC, INC.
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Secretary/Treasurer
---------------------
OWOSSO MOTOR GROUP, INC.
By: /s/ Xxxx X. Xxxx, Xx.
-----------------------------------
Its: Asst. Secretary/Treasurer
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Agent and Banks: NBD BANK, as Agent and as a Bank
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Its: Vice-President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Its: Banking Officer
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