EXHIBIT 4.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment No. 1 to Credit Agreement ("Amendment") dated as of January
30, 2004 by and among the lenders signatories hereto ("Banks"), Comerica Bank as
agent for the Banks (in such capacity, "Agent"), and Starcraft Corporation, an
Indiana corporation ("Company").
RECITALS
A. Company and Banks entered into that certain Credit Agreement dated as of
January 16, 2004 ("Agreement").
B. The parties desire to amend the Agreement.
NOW, THEREFORE, the parties agree that the Agreement is amended as follows:
1. Section 13.10 of the Agreement is amended to read in its entirety as
follows:
"13.10 Amendment and Waiver. No amendment or waiver of any provision
of this Agreement or any other Loan Document, nor consent to any departure
by Company or any Guarantor therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Majority Banks (or by
the Agent at the written request of the Majority Banks) or, if this
Agreement expressly so requires with respect to the subject matter thereof,
by all Banks (and, with respect to any amendments to this Agreement or the
other Loan Documents, by Company or the Guarantors which are signatories
thereto), and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, (X) that no amendment, waiver or consent shall increase the
Percentage or the stated commitment amounts applicable to any Bank unless
approved, in writing, by the affected Bank and (Y) that no amendment,
waiver or consent shall, unless in writing and signed by all the Banks, do
any of the following: (a) reduce the principal of, or interest on, any
outstanding Indebtedness or any Fees or other amounts payable hereunder,
(b) postpone any date fixed for any payment of principal of, or interest
on, any outstanding Indebtedness or any Fees or other amounts payable
hereunder, (c) waive any Event of Default specified in Section 9.1(a) or
Section 9.1(b) hereof, (d) except as expressly permitted hereunder or under
the Collateral Documents, release or defer the granting or perfecting of a
lien or security interest in all or substantially all or any material part
of the Collateral (other than the release or deferral of any leasehold
mortgage which shall be approved by the Majority Banks) or release any
guaranty or similar undertaking provided by any Person, provided however
that Agent shall be entitled to release any Collateral or guaranty in
connection with any sale or other transfer by Company or any Subsidiary
which is permitted under the terms of this Agreement or the other Loan
Documents without notice to or any further action or consent of the Banks,
(e) terminate or modify any indemnity provided to the Banks hereunder or
under the other Loan Documents, except as shall be otherwise expressly
provided in this Agreement or any other Loan Document, (f) take any action
which requires the approval or consent of all Banks pursuant to the terms
of this Agreement or any other Loan Document, or (h) change the definitions
of "Borrowing Base", "Percentage", "Majority Banks" or this Section 13.10.
Notwithstanding the foregoing, (A) no amendment, waiver or consent, shall
unless signed by all Banks, modify or change Sections 7.9 through 7.13
inclusive, at any time when there are two or fewer Banks; (B) no amendment,
waiver or consent shall, unless in writing signed by the Swing Line Bank,
do any of the following: (x) reduce the principal of, or interest on, the
Swing Line Note or (y) postpone any date fixed for any payment of principal
of, or interest on, the Swing Line Note; (C) no amendment, waiver, or
consent shall, unless in writing and signed by the Issuing Bank, affect the
rights or duties of the Issuing Bank under Article 3 hereof and (D) no
amendment, waiver, or consent shall, unless in writing and signed by the
Agent in addition to all the Banks, affect the rights or duties of the
Agent under this Agreement or any other Loan Document. All references in
this Agreement to "Banks" or "the Banks" shall refer to all Banks, unless
expressly stated to refer to Majority Banks (or the like)."
2. Company hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within Company's powers, have been duly authorized, are not
in contravention of law or the terms of the Company's Articles of Organization
or Operating Agreement and do not require the consent or approval of any
governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Agreement, will
be valid and binding in accordance with their terms; (b) the representations and
warranties of Company set forth in Sections 6.1 through 6.23 of the Agreement
are true and correct in all material respects on and as of the date hereof with
the same force and effect as if made on and as of the date hereof; and (c) no
Event of Default, or condition or event which, with the giving of notice or the
running of time, or both, would constitute an Event of Default under the
Agreement, has occurred and is continuing as of the date hereof.
3. This Amendment shall be effective upon execution hereof by Company,
Agent and the Banks.
4. This Amendment may be signed in any number of 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.
5. Capitalized terms not defined herein shall have the meanings given to
them in the Agreement.
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK, as Agent STARCRAFT CORPORATION
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx, III
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Xxxxxxx X. Xxxxx
Its: Vice President Its: Chief Financial Officer
BANKS: COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Its: Vice President
