Exhibit 10(b)
FIFTH AMENDMENT TO 1994 TERM LOAN AGREEMENT
This FIFTH AMENDMENT to 1994 TERM LOAN AGREEMENT ("Amendment"), dated
as of October 31, 1996, is by and among CENTRAL SPRINKLER COMPANY, a
Pennsylvania corporation, as the Company (the "Company"), CENTRAL SPRINKLER
CORPORATION, a Pennsylvania corporation, and CENTRAL CASTINGS CORPORATION, an
Alabama corporation, successor by merger with CENTRAL SPRINK, INC. and CENTRAL
CPVC CORPORATION, an Alabama corporation ("CPVC") as the guarantors
(collectively the "Guarantors") (hereinafter, Company and Guarantors will be
collectively referred to as the "Consolidated Corporations"), and CORESTATES
BANK, N.A., a national banking association, as the lender (the "Bank"), with
reference to the following.
BACKGROUND
A. The Company, the Guarantors and the Bank have entered into a Letter
Agreement dated as of April 29, 1994, as amended by an Amendment to 1994 Term
Loan Agreement dated as of June 30, 1994, a Second Amendment to and Consent
Under 1994 Term Loan Agreement dated as of October 25, 1994 and a Third
Amendment to 1994 Term Loan Agreement dated as of March 31, 1995 and a Fourth
Amendment to 1994 Term Loan Agreement dated as of October 31, 1995 (said Letter
Agreement, as so amended, the "Agreement") pursuant to which the Bank has made a
$10,000,000 term loan to the Company guaranteed by each Guarantor.
B. Since the date of the Fourth Amendment to 1994 Term Loan Agreement,
CPVC and Central Sprinkler Export Company, a Barbados Corporation ("Export")
were formed as subsidiaries of Borrower and CPVC is an additional guarantor of
the Agreement. In addition, Central Sprink, Inc., a California corporation, has
merged with Central Castings Corporation.
C. The Company, the Guarantors and the Bank desire to amend the
Agreement all as more particularly hereinafter set forth.
D. All capitalized terms used herein and not otherwise defined herein
shall have the meaning assigned to them in the Agreement.
THEREFORE, in consideration of the premises contained herein and
intending to be legally bound, the Company, the Guarantors, and the Bank agree
as follows:
I . Amendments
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(a) The defined term "Funded Indebtedness" contained in
Section 1.01 of the Agreement is hereby amended and restated in its entirety
as follows:
The "Funded Indebtedness" means all consolidated obligations
of Central Sprinkler Corporation and its wholly-owned
subsidiaries for borrowed money, including, without limitation
(and without duplication); (i) all obligations, contingent or
otherwise, in connection with all letter of credit facilities
(whether or not drawn), acceptance facilities, or other
similar facilities issued for the account of the Consolidated
Corporations or any of them, (ii) all obligations of the
Consolidated Corporations evidenced by bonds, debentures, or
other similar instruments, (iii) all indebtedness created or
arising under any conditional sale or other title retention
agreement with respect to property acquired by the
Consolidated Corporations, (iv) all capital lease obligations
of the Consolidated Corporations, (v) all guarantees,
endorsements (other than for collection or deposit in the
ordinary course of business), and other contingent obligations
of the Consolidated Corporations, and (vi) all debt referred
to in clause (i) through (v) above secured by (or for which
the holder of such debt has existing rights, contingent or
otherwise, to be secured by) any lien, security interest, or
other charge or encumbrance upon or in property (including,
without limitation, accounts and contract rights) owned by
such Person: provided, however that: (A) trade indebtedness,
tax and other accruals, tax deferrals and deferred
compensation occurring in the ordinary course of the Company's
business shall be specifically excluded from the foregoing
definition, and (B) the greater of (x) the aggregate
outstanding amount of indebtedness under the Bonds, and (y)
the maximum aggregate amount of indebtedness for which the
Borrower or any Guarantor
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is obligated under the Letters of Credit, shall be used for
purposes of calculating Consolidated Funded Indebtedness.
(b) Section 4.16 of the Loan Agreement is hereby amended by:
(i) adding in the 3rd line, after the words "in Section 4.10" the words "and in
this Section", (ii) adding to the end of the paragraph, "Company was notified by
the Environmental Protection Agency ("EPA") in August, 1991, that it may be a
potentially responsible party with respect to a groundwater contamination
problem in the vicinity of the Company's primary manufacturing plant in
Lansdale, Pennsylvania. The Company has entered into an Administrative Order of
Consent for Remedial Investigation/Feasibility Study ("AOC") effective May 19,
1995 with EPA. Pursuant to the AOC, in 1996 the Company performed certain tests
on the Company's property to determine whether any land owned by the Company
could be a source of any of the contamination at the site. Based upon such
tests, management believes that the Company's operations did not contribute to
this contamination problem and the Company has no liability to clean-up this
site. Should the EPA mandate the Company's participation in clean-up efforts, it
is estimated that such costs could range from a minimal amount to $2,700,000.00.
The Company has not accrued for such clean-up costs.
(c) Section 5.06 of the Agreement is hereby amended by
substituting the following for clause (b) thereof:
"Liens (I) in existence on the date of, and disclosed in the
Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1993, or otherwise disclosed to the Bank in
writing on or prior to April 29, 1993, and (ii) in existence
on the date of this Fifth Amendment or contemplated in
connection with the funding of CPVC's new plant and machinery,
as listed and described on Schedule A of this Fifth Amendment,
relating to the following: (A) Central Sprinkler Company
indebtedness to Bank in the original principal amount of
$688,000, (B) CPVC indebtedness to Bank in the principal
amount of up to $7,500,000 or any refinancing thereof, whether
such refinancing is with the Bank or any other lender in any
form whatsoever, including without limitation, a bond issue,
and (C) Spraysafe Automatic Sprinklers Ltd.'s indebtedness to
Royal Bank of Scotland in the original principal amount of
$1,110,000 and $5,100,000 Line of Credit from National
Westminster Bank; provided however, that such Liens
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permitted hereunder shall not include the extension thereof to
other property, but shall include those of such Liens that may
be renewed or maintained in effect to secure indebtedness that
is renewed, extended or refinanced in accordance with Section
5.07(2)."
(d) Section 5.07 (2) of the Agreement is hereby amended and
restated in it's entirety to read as follows:
"Debt existing on the date hereof (including the full
amount of Debt under existing unsecured lines of credit, provided that such Debt
under lines of credit shall not exceed $45,000,000 in the aggregate at any time)
and disclosed in the Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1993, or otherwise disclosed to the Bank in writing on or
prior to April 29, 1993, and (ii) in existence on the date of this Fifth
Amendment, as listed and described on Schedule A of this Fifth Amendment, and
renewals, extensions or refinancings thereof, provided that the effective rate
of amortization thereof is not increased in connection with any such renewal,
extension or refinancing shall not be on terms less favorable to the Company,
CSC or such consolidated Subsidiaries than those provided in the existing
agreements for such Debt."
(e) Section 5.11(3) of the Agreement is hereby amended and
restated in it's entirty to read as follows:
"Guaranties existing on the date hereof and disclosed
in the Company's Annual Report on Form 10-K for the fiscal year ended October
31, 1993, or otherwise disclosed to the Bank in writing on or prior to April 29,
1993, and (ii) in existence on the date of this Fifth Amendment, as listed and
described on Schedule A of this Fifth Amendment, as such guaranties may be
renewed and extended in connection with the renewal, extension or refinancing of
Debt in accordance with Section 5.07(2)."
(f) Sections 5.12, 5.13, 5.14 and 5.15 of the Agreement are
hereby amended and restated in their entirety to read as follows:
"5.12. CSC and its consolidated Subsidiaries will
maintain a consolidated Tangible Net Worth of at least $48,000,000 from and
after October 31, 1996, to be tested in connection with the delivery of
quarterly financial statements pursuant to Section 5.01".
"5.13. CSC and its consolidated Subsidiaries will
maintain a ratio of consolidated current assets to consolidated current
liabilities not less than 1.40 to 1.0 from October 31, 1996 through October 30,
1997 and not less than 1.75 to 1.0 at October 31, 1997 and at the end of each
fiscal quarter thereafter, to be tested in connection with the delivery of
quarterly financial statements pursuant to Section 5.01."
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"5.14, CSC and its consolidated Subsidiaries will
maintain a ratio of consolidated Funded Indebtedness, to consolidated Tangible
Net Worth not greater than 1.37 to 1.0 from October 31, 1996 through October
30, 1997 and not greater than 1.2 to 1.0 at October 31, 1997 and at the end
of each fiscal quarter thereafter, to be tested in connection with the delivery
of quarterly financial statements pursuant to Section 5.0l."
"5.15. CSC and its consolidated Subsidiaries will
maintain at all times a ratio of (1) the sum of (a) cash, (b) Investments and
(c) accounts receivable to (2) current liabilities not less than 0.69 to 1.0
from October 31, 1996 until October 30, 1997 and not less than 0.87 to 1.0 at
October 31, 1997 and at the end of each fiscal quarter thereafter, to be tested
on a quarterly basis in connection with the delivery of financial statements
pursuant to Section 5.0l."
(f) Bank acknowledges that Borrower's fiscal year end is
October 31, for purposes of financial reporting, compliance and calculations of
the financial ratios. The fiscal quarters end on January 31, April 30 and July
31.
2. Conditions Precedent. The effectiveness of this Amendment and the
amendments and approval contained herein and the Bank's obligations hereunder
are conditioned upon receipt by the Bank of the following prior to or
concurrently with the execution of this Amendment.
a. copies of the resolutions of the Board of Directors of the
Company and each Guarantor, in form and substance satisfactory to the Bank,
authorizing the Company's and each Guarantor's execution and delivery of this
Amendment, the performance of the transactions contemplated hereby and thereby,
and all such other and further actions in connection herewith as may be
necessary and proper, which copies shall be certified as of the date hereof, by
the Company's and each Guarantor's secretary or assistant secretary as being
true, correct and complete.
b. certificate, as of the date hereof, by the Company's and
each Guarantor's secretary or assistant secretary as to the incumbency and
signatures of the officers signing this Amendment; and
c. such other documents, instruments and agreements as the
Bank may reasonably request.
3. Representations and Warrants: The Company and the Guarantors hereby
represent and warrant to the Bank that they have taken all corporate action
necessary to authorize the execution, delivery and performance of this
Amendment. This Amendment has been duly
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executed and constitutes the valid and legally binding obligation of the Company
and the Guarantors, enforceable against the Company and the Guarantors in
accordance with its terms. The Company and the Guarantors hereby ratify and
confirm the representations and warranties of the Company and the Guarantors set
forth in Article 4 of the Agreement, as amended hereby, as being true and
correct on the date hereof and certify that no Event of Default or event which
with the giving of any required notice or the expiration of any applicable grace
or cure period would become an Event of Default has occurred and is continuing
under the Loan Documents.
4. Confirmation of Guarantors Each of the original Guarantors hereby
reaffirm and ratifies all of their terms, covenants and conditions contained in
each of their respective Guarantees and confirms that such Guarantees are
binding and enforceable against Guarantors as if the Guaranties had been
executed as of the date hereof.
5. Consents The Bank hereby consents to the following:
a. The merger of Central Sprink, Inc. into Central Castings
Corporation, which consent is granted pursuant to Section 5.08 of the Agreement;
b. The creation and incorporation of CPVC and Export as
wholly-owned subsidiaries of the Borrower, which consent is granted pursuant to
Section 5.08 of the Agreement,
c. The creation of additional liens disclosed on Schedule A
hereto, which consent is granted pursuant to Section 5.06 of the Agreement,
d. the incurring of additional indebtedness identified on
Schedule A hereto, consent is granted pursuant to Section 5.07 of the Agreement,
as well as domestic indebtedness incurred or to be incurred under unsecured
lines of credit provided that such indebtedness shall not exceed $45,000,000 in
the aggregate at any time, and
e. the guaranty by Borrower or Guarantors of the additional
indebtedness identified on Schedule A hereto, which consent is granted pursuant
to Section 5.11 of the Agreement.
6. Ratification. Except as amended by this Amendment, all of the terms
and
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conditions of the Agreement and all of the other Loan Documents are ratified and
confirmed, and the Agreement and all of the other Loan Documents shall continue
in full force and effect in accordance with the terms thereof.
7. Miscellaneous.
(a) Expenses. The Company agrees to pay all out-of-pocket
costs and expenses of the Bank, including, without limitation, all reasonable
attorneys' fees and expenses in connection with the negotiation and preparation
of this Amendment and the completion of the transactions contemplated hereby.
(b) Binding Effect. This Amendment shall be binding upon and
shall inure to the benefit of the Bank, the Company and the Guarantors, and
their respective successors and assigns.
(c) Counterparts. This Amendment may be executed in any number
of counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument, but all of such counterparts taken together shall
be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by
their duly authorized officers as of the date first written above.
ATTEST: CENTRAL SPRINKLER COMPANY
By:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------- ---------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: E.V.P. - Finance
ATTEST: CENTRAL SPRINKLER CORPORATION
By:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
------------------- --------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: E.V.P. - Finance
ATTEST: CENTRAL CPVC CORPORATION
By:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------- --------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: E.V.P. - Finance
ATTEST: CENTRAL CASTINGS CORPORATION
By:/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------- --------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
Title: CEO Title: E.V.P. - Finance
CORESTATES BANK, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
---------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
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SCHEDULE A
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Indebtedness
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All items disclosed in the October 31, 1996 financial statements included with
Form 10-K and the notes thereto, as well as the following (certain of which may
be included in such financial statements and notes.)
Company 12/17/96 Maturity
Limit Description Lender Balance Date
----- ----------- ------ ------- ----
1. $20,000,000 Line of Credit CoreStates $18,116,000 on going
2. 10,000,000 Line of Credit First Union 10,000,000 on going
3. 5,000,000 Line of Credit Xxxxx Brothers 5,000,000 on going
4. 5,000,000 Term Note CoreStates 1,000,000 00-00-00
5. 7,275,000 Term Note Central ESOP 6,913,000 00-00-00
6. 1,100,000 Mortgage Loan CoreStates 384,000 00-00-00
7. 10,000,000 Term Loan First Union 7,333,000 00-00-00
8. 10,000,000 Term Loan CoreStates 7,500,000 00-00-00
9. 688,000 Mortgage Loan CoreStates 1,670,000 00-00-00
10. 11,750,000 L/C - IRB F.Union/CoreStates 10,450,000 00-00-00
Central CPVC Corp.
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1. $ 2,000,000 Demand CoreStates $1,182,530 Demand
Spraysale Ltd.
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1. $ 5,100,000 Line of Credit Nat'l Westminster $ 2,624,500 on going
2. 1,110,000 Term Note Royal Bank of 1,110,000 7 years
Scotland
Guarantees
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All items disclosed in the October 31, 1996 financial statements included with
Form 10-K and the notes thereto, as well as the following (certain of which may
be included in such financial statements and notes).
Company Obligation Maturity
Limit Beneficiary Balance Guaranteed Date
----- ----------- ------- ---------- ----
1. $13,339 FuSan Xxxx.Xx. $13,339 Letter of Credit 1-31-97
2. 35,924 Yong An Valve 35,924 Letter of Credit 1-31-97
Corp.
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1. All debt of Spraysafe, Company, Central Castings, Central CPVC as well as
Warehouse Leases, Auto Leases of subsidiaries.
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