1
Exhibit 4.1
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Execution Copy
FIRST AMENDMENT
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TO
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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of December 29, 1998 (this "Amendment"), is by and among THE MONARCH
MACHINE TOOL COMPANY, INC., an Ohio corporation (the "Company"), the BANKS
identified on the signature pages hereof (collectively, the "Banks" and,
individually, a "Bank") and NBD BANK, N.A., a national banking association, as
agent (in such capacity, the "Agent") for the Banks.
RECITALS
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A. The Company, the Banks and the Agent are parties to the Second
Amended and Restated Credit Agreement, dated as of May 29, 1998 (the "Credit
Agreement"), pursuant to which the Banks provide to the Company a revolving
credit facility, including standby letters of credit, in an aggregate principal
amount not to exceed $15,000,000, which credit facility is convertible to a term
loan.
B. The Company now desires that the Credit Agreement be amended in
order to, among other things, increase the amount of such revolving credit
facility to $25,000,000, and the Banks and the Agent are willing to so amend the
Credit Agreement on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein and in the Credit Agreement contained, the parties hereto
agree as follows:
ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT
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Effective upon the date the conditions precedent set forth in Article 2
of this Amendment are satisfied, which date (the "Amendment Date") shall be
determined by the Agent in its sole discretion, the Credit Agreement hereby is
amended as follows:
1.1 The definitions of the terms "APPLICABLE COMMITMENT FEE RATE",
"APPLICABLE EURODOLLAR RATE MARGIN", "APPLICABLE FLOATING RATE MARGIN" and
"APPLICABLE L/C FEE RATE" in Section 1.1 are amended and restated in full as
follows:
"APPLICABLE FACILITY FEE RATE", "APPLICABLE
EURODOLLAR RATE MARGIN", "APPLICABLE FLOATING RATE MARGIN" and
"APPLICABLE L/C FEE RATE" shall be, for purposes of
determining the facility fee payable under Section 2.3(a) for
any month (the "Application Month"), the Eurodollar Rate
applicable to any Eurodollar Rate Loan outstanding at any time
during any Application Month, the Floating Rate applicable to
any Floating Rate Loan outstanding at any time during any
Application Month, or the fee
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under Section 2.3(d) for any Letter of Credit issued during any Application
Month, as the case may be, the percent set forth under the heading "Applicable
Facility Fee Rate", "Applicable Eurodollar Rate Margin for Revolving Credit
Loans", "Applicable Eurodollar Rate Margin for the Term Loan", "Applicable
Floating Rate Margin for Revolving Credit Loans", "Applicable Floating Rate
Margin for the Term Loan" and "Applicable L/C Fee Rate", respectively, below in
the row corresponding to the range into which falls the ratio (the "Ratio") of
(a) the Consolidated Senior Debt of the Company and its Subsidiaries as of the
end of the last fiscal quarter (the "Determination Quarter") preceding such
Application Month for which financial statements have been delivered to the
Banks under Section 5.1(d)(ii) to (b) the Consolidated EBITDAL of the Company
and its Subsidiaries for the period of four consecutive fiscal quarters of the
Company ending at the end of such Determination Quarter:
Applicable Applicable
Eurodollar Applicable Floating Applicable
Rate Margin Eurodollar Rate Margin Floating
for Rate Margin for Rate Margin Applicable
Applicable Revolving for the Revolving for the L/C
Facility Credit Term Credit Term Fee
Ratio Fee Rate Loans Loan Loans Loan Rate
----- -------- ----- ---- ----- ---- ----
Less than
2.00 to 0.25% 0.75% 1.00% 0% 0.25% 0.75%
1.00
Less than
2.50 to
1.00 but
not less 0.25% 1.00% 1.25% 0% 0.25% 1.00%
than 2.00
to 1.00
Less than
3.00 to
1.00 but 0.375% 1.375% 1.625% 0% 0.25% 1.375%
not less
than 2.50
to 1.00
Less than
3.50 to
1.00 but 0.375% 1.625% 1.875% 0% 0.25% 1.625%
not less
than 3.00
to 1.00
Each change in the Applicable Facility Fee Rate, Applicable Eurodollar Rate
Margin, Applicable Floating Rate Margin and Applicable L/C Fee Rate in
accordance with this definition, as finally determined upon the Banks' receipt
of the Company's financial statements for any Determination Quarter pursuant to
Section 5.1(d)(ii), shall be effective as of the first day of the corresponding
Application Month following such Determination
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Quarter; PROVIDED that, for the period from and including the
Amendment Date (as such term is defined in the First Amendment
to this Agreement) to but excluding the first day of the
Application Month following receipt by the Banks of such
financial statements for the Determination Quarter ending on
or about December 31, 1998, the Applicable Facility Fee Rate,
Applicable Eurodollar Rate Margin, Applicable Floating Rate
Margin and Applicable L/C Fee Rate shall be set at the
respective levels corresponding to a Ratio of less than 3.00
to 1.00 but not less than 2.50 to 1.00.
1.2 The definitions of the terms "CURRENT ASSETS", "CURRENT
LIABILITIES" and "TOTAL LIABILITIES" in Section 1.1 are deleted.
1.3 The following definitions of the terms "CAPITAL
EXPENDITURES", "DIVIDENDS", "DOMESTIC SUBSIDIARY", "EBITDAL", "FIXED ASSET
ALLOWANCE", "FIXED CHARGES", "FOREIGN SUBSIDIARY", "GFG", "GUARANTIES",
"GUARANTORS", "LEASE EXPENSE", "PENSION PLAN TERMINATION", "SENIOR DEBT" and
"SUBORDINATED DEBT" are added to Section 1.1 in alphabetical order:
"CAPITAL EXPENDITURES" of any person shall mean, for
any period, all capital expenditures made by such person
during such period, as determined in accordance with generally
accepted accounting principles.
"DIVIDENDS" of any person shall mean, for any period,
all dividends, payments and other distributions by such person
during such period in respect of any class of such person's
capital stock, and all dividends, payments and other
distributions by such person during such period in connection
with the redemption, purchase, retirement or other
acquisition, directly or indirectly, of any shares of such
person's capital stock.
"DOMESTIC SUBSIDIARY" of any person shall mean any
Subsidiary of such person that is not a Foreign Subsidiary of
such person.
"EBITDAL" of any person shall mean, for any period,
the sum of (a) the EBIT of such person for such period, plus,
to the extent deducted in computation of such EBIT, (b) the
depreciation and amortization expense of such person and the
Lease Expense of such person for such period.
"FIXED ASSET ALLOWANCE" shall mean the amount from
time to time equal to $10,000,000 less all reductions thereof
from time to time pursuant to Section 2.2(b).
"FIXED CHARGES" of any person shall mean, for any
period, the sum, without duplication, of (a) Capital
Expenditures of such person for such period, plus (b) all
payments of principal or other sums paid or payable by such
person during such period with respect to Indebtedness of such
person, plus (c) Interest Expense of such person for such
period, plus (d) all debt discount and expense amortized or
required to be amortized during such period by such person,
plus (e) all obligations of such person in respect of any
interest rate or currency swap, rate cap or similar
transaction paid or required to be paid during such period by
such person, plus (f) all taxes paid or required to be paid by
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such person during such period, plus (g) all Dividends of such
person paid or payable or otherwise accumulating during such
period, and plus (h) Lease Expense of such person for such
period.
"FOREIGN SUBSIDIARY" of any person shall mean any
Subsidiary of such person incorporated or organized in any
jurisdiction other than any State of the United States.
"GFG" shall mean GFG Corporation, a Wisconsin
corporation, 100% of the capital stock of which the Company is
acquiring from Derlan Industries, Inc., a Delaware
corporation.
"GUARANTIES" shall mean the guaranties entered into
by each of the Guarantors for the benefit of the Agent and the
Banks pursuant to this Agreement in form and substance
satisfactory to the Required Banks, as amended or modified
from time to time.
"GUARANTORS" shall mean each Domestic Subsidiary of
the Company and each person otherwise entering into a Guaranty
from time to time.
"LEASE EXPENSE" of any person shall mean, for any
period, the maximum amount of all rents and other payments
(exclusive of property taxes, property and liability insurance
premiums and maintenance costs) paid or required to be paid by
such person during such period under any Capital Lease or
other lease of real or personal property in respect of which
such person is obligated as a lessee or user.
"PENSION PLAN TERMINATION" shall mean any termination
of any Plan or other pension plan of the Company or any of its
Subsidiaries, including without limitation any such
termination in connection with the changes to the Company's
retirement programs effective January 1, 1999.
"SENIOR DEBT" of any person shall mean all
Indebtedness of such person other than Subordinated Debt of
such person.
"SUBORDINATED DEBT" of any person shall mean, as of
any date, all Indebtedness of such person that is expressly
subordinate and junior in right and priority of payment to the
Advances and other Indebtedness of such person to the Agent
and the Banks in manner and by agreement satisfactory in form
and substance to the Required Banks.
1.4 The definition of the term "BORROWING BASE" in Section 1.1
is amended and restated in full as follows:
"BORROWING BASE" shall mean, as of any date, the sum
of (a) an amount equal to 80% of Eligible Accounts
Receivable, plus (b) an amount equal to 50% of Eligible
Inventory, plus (c) the Fixed Asset Allowance, minus (d) the
Fifth Third Borrowings.
1.5 The following sentence is added to the end of Section 1.2:
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When determining from time to time the Consolidated
EBITDAL or Fixed Charges of the Company and its Subsidiaries
for purposes of this Agreement, each person that is a
Subsidiary of the Company at the time of such determination
shall be deemed to have been a Subsidiary of the Company for
the entire period relevant to such determination (i.e., in
each case, the period of four fiscal quarters of the Company
ending on the last day of the relevant fiscal quarter), and
each person that was a Subsidiary of the Company at any time
during such relevant period, but is no longer a Subsidiary of
the Company at the time of such determination, shall be deemed
not to have been a Subsidiary of the Company at any time
during such period; PROVIDED that, when making the foregoing
determinations, (a) the EBITDAL and Fixed Charges of GFG for
each of its fiscal quarters ending in 1998 shall be deemed to
have been one-quarter (1/4) of its EBITDAL and Fixed Charges,
respectively, for its fiscal year 1998 in accordance with its
audited financial statements for such fiscal year, and (b)
taxes of GFG for its fiscal year 1998 may be eliminated from
such determinations to the extent GFG would not have incurred
such taxes if GFG had been a consolidated Subsidiary of the
Company for such fiscal year due to the existence of the
Company's net operating loss carryover.
1.6 The brackets around the amount "5,000,000" at the end of
Section 2.1(a) are deleted.
1.7 Paragraph (b) of Section 2.2 is relabeled as paragraph
(c), and the following new paragraph (b) is added to Section 2.2:
(b) Until such time as the aggregate amount of the
reductions of the Revolving Credit Commitments pursuant to
this Section 2.2(b) is at least $5,000,000, upon the receipt
by the Company or any of its Subsidiaries of any of the
proceeds hereinafter described, the Revolving Credit
Commitments shall be reduced by an amount equal to 100% of the
proceeds (net of expenses reasonably incurred in connection
therewith; and such net proceeds to be rounded down to the
nearest $100,000) received by the Company or any such
Subsidiary (i) from any sale, lease, license, transfer,
assignment or other disposition of any of the Company's or any
such Subsidiary's assets, other than inventory sold in the
ordinary course of business, or (ii) as the result of any
Pension Plan Termination; PROVIDED that such reductions of the
Revolving Credit Commitments shall occur from time to time
when such net proceeds (not subject of a prior reduction under
this Section 2.2(b)) aggregate at least $1,000,000, but in any
event not later than six months after the Company's or such
Subsidiary's, as the case may be, receipt thereof. Immediately
upon any such reduction of the Revolving Credit Commitments,
whether as a result of a transaction described in clause (i)
or (ii) above, the amount of the Fixed Asset Allowance shall
be reduced by an amount equal to the amount of such reduction
of the Revolving Credit Commitments. Each reduction of the
Revolving Credit Commitments pursuant to this Section 2.2(b)
shall reduce the Revolving Credit Commitments of all the Banks
proportionately in accordance with their Pro Rata Shares.
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1.8 Section 2.3(a) is amended and restated in full as follows:
(a) FACILITY FEE. The Company agrees to pay to each
Bank a facility fee on the daily average amount of such Bank's
Commitments for each month or portion thereof during the
period from the effective date of the First Amendment to this
Agreement to but excluding the Maturity Date, at a rate equal
to the Applicable Facility Fee Rate for such month. Accrued
facility fees shall be payable quarterly in arrears on the
last Business Day of each March, June, September and December,
commencing on the first such Business Day occurring after the
date of the First Amendment to this Agreement, and on the
Maturity Date.
1.9 Section 3.1(e) is added as follows:
(e) Notwithstanding anything in this Agreement or the
Notes, upon the receipt by the Company or any of its
Subsidiaries of proceeds (i) from any sale, lease, license,
transfer, assignment or other disposition of any of the
Company's or any Subsidiary's assets, other than inventory
sold in the ordinary course of business, or (ii) as the result
of any Pension Plan Termination, the Company shall prepay the
Advances in the amount equal to 100% of such proceeds (net of
expenses reasonably incurred in connection with such asset
disposition or Pension Plan Termination, as the case may be;
and such net proceeds to be rounded down to the nearest
$100,000); PROVIDED that such prepayments shall be made from
time to time when such net proceeds (not previously subject of
a prepayment under this Section 3.1(e)) aggregate at least
$1,000,000, but in any event not later than six months after
the Company's or such Subsidiary's, as the case may be,
receipt thereof. Prior to remittance to the Agent for
application to the Advances, all such proceeds shall be held
by the Company as trustee for the Agent, without commingling
with any funds belonging to the Company. For greater
certainty, the parties acknowledge that prepayments of the
Advances required under this Section 3.1(e) shall not be
limited to $5,000,000 as reductions of the Revolving Credit
Commitments may be under Section 2.2(b).
1.10 Section 5.1(g) is added as follows:
(g) DOMESTIC SUBSIDIARIES TO BECOME GUARANTORs.
Promptly and in any event within 15 days of any person
becoming a Domestic Subsidiary of the Company, cause such
person to execute and deliver a Guaranty and take such further
action, and cause such person to take such further action,
including, without limitation, causing counsel for such person
to render opinions reasonably requested by the Agent and the
Banks, all in form and substance satisfactory to the Agent and
the Banks, such that such person becomes a Guarantor of the
Advances. In addition, the Company agrees to deliver to the
Agent from time to time upon the acquisition or creation of
any Subsidiary not listed in SCHEDULE 4.4 hereto supplements
to SCHEDULE 4.4 such that such Schedule, together with such
supplements, shall at all times accurately reflect the
information provided for thereon.
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1.11 Sections 5.2(a), 5.2(b) and 5.2(c) are amended and
restated in full as follows:
(a) TANGIBLE NET WORTH. Permit or suffer the
Consolidated Tangible Net Worth of the Company and its
Subsidiaries at any time to be less than the sum of (i)
$30,000,000 plus (ii) an amount equal to 50% of Consolidated
Cumulative Net Income of the Company and its Subsidiaries
after December 31, 1998.
(b) FIXED CHARGE COVERAGE RATIO. Permit or suffer the
ratio of the Consolidated EBITDAL of the Company and its
Subsidiaries to the Consolidated Fixed Charges of the Company
and its Subsidiaries to be less than 1.00 to 1.00; such ratio
to be determined as of the end of each fiscal quarter of the
Company for the period of four fiscal quarters then ending.
(c) SENIOR DEBT TO EBITDAL. Permit or suffer the
ratio of the Consolidated Senior Debt of the Company and its
Subsidiaries as of the end of any fiscal quarter of the
Company to the Consolidated EBITDAL of the Company and its
Subsidiaries for the period of four fiscal quarters of the
Company then ending to be greater than (i) 3.50 to 1.00 at any
time from and including the effective date of the First
Amendment to this Agreement to and including Xxxxx 00, 0000,
(xx) 3.00 to 1.00 at any time from and including March 31,
2000 to and including March 30, 2001, and (iii) 2.75 to 1.00
on March 31, 2001 and at any time thereafter.
1.12 Section 5.2(e) is amended and restated in full as
follows:
(e) MERGER; ACQUISITIONS; ETC. Purchase or otherwise
acquire, whether in one or a series of transactions, all or a
substantial portion of the business assets, rights, revenues
or property, real, personal or mixed, tangible or intangible,
of any person, or all or a substantial portion of the capital
stock of or other ownership interest in any other person,
PROVIDED that this Section 5.2(e) shall not prohibit (i) the
acquisition of GFG by the Company or (ii) any other such
purchase or acquisition (the "Subject Transaction") if (A)
immediately before and after such merger or acquisition, no
Default or Event of Default shall exist or shall have occurred
and be continuing, or would have occurred as of the last
fiscal quarter end of the Company if such merger or
acquisition were deemed to have occurred on the last day
immediately preceding such fiscal quarter end, and the
representation, and warranties contained in Article IV shall
be true and correct on and as of the date thereof (both before
and after such merger or acquisition is consummated) as if
made on the date such merger or acquisition is consummated,
(B) the survivor of such merger or acquisition is the Company
or a Domestic Subsidiary of the Company, and (C) the aggregate
consideration paid by the Company for all such purchases and
acquisitions after December 31, 1997 (other than the
acquisition of GFG), including, without limitation, the
Subject Transaction, is less than the amount equal to 20% of
the Consolidated Tangible Net Worth of the Company and its
Subsidiaries as of the date the Subject Transaction is
consummated; nor merge or consolidate or amalgamate with any
other person or take any other action having a similar effect,
nor enter into any joint venture or similar arrangement with
any other person in which the Company is required
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to make an equity contribution having a similar effect.
1.13 Section 5.2(q) is amended and restated in full as
follows:
(q) SUBORDINATED DEBT. Create, incur, assume or in
any other manner become liable in respect of, or suffer to
exist, any Subordinated Debt other than Subordinated Debt of
the Company and its Subsidiaries in an aggregate principal
amount outstanding not exceeding $5,000,000 at any time.
1.14 Section 5.2(r) is added as follows:
(r) PAYMENTS AND MODIFICATION OF SUBORDINATED DEBT.
Make any optional payment, prepayment, or redemption of any
Subordinated Debt, nor amend or modify, or consent or agree to
any amendment or modification, which would shorten any
maturity or increase the amount of any payment of principal or
increase the rate (or require earlier payment) of interest on
any such Subordinated Debt, nor amend any agreement under
which any Subordinated Debt is issued or created or otherwise
related thereto, nor enter into any agreement or arrangement
providing for the defeasance of any Subordinated Indebtedness.
1.15 Sections 6.1(i) and 6.1(j) are added as follows:
(i) GUARANTIES. Any event of default described in
any Guaranty shall have occurred and be continuing, or any
material provision of any Guaranty shall at any time for any
reason cease to be valid, binding and enforceable against any
obligor thereunder, or the validity, binding effect or
enforceability thereof shall be contested by any person, or
any obligor shall deny that it has any or further liability or
obligation thereunder, or any Guaranty shall be terminated,
invalidated or set aside, or be declared ineffective or
inoperative or in any way cease to give or provide to the
Agent and the Banks the benefits purported to be created
thereby; or
(j) SUBORDINATED DEBT DEFAULTS. Any default under
any subordination agreement in favor of the Agent or the Banks
with respect to any Subordinated Debt shall have occurred and
be continuing beyond any applicable grace period; or any
material provision of any such subordination agreement or any
subordination terms of any Subordinated Debt shall at any time
for any reason cease to be valid and binding and enforceable
against the Company, any of its Subsidiaries or any holder of
any Subordinated Debt, or the validity, binding effect or
enforceability thereof shall be contested by any such holder,
the Company or any of its Subsidiaries, or any such holder,
the Company or any of its Subsidiaries shall deny that it has
any further obligation under any such subordination terms or
any such subordination agreement, or any such subordination
term or subordination agreement shall be terminated,
invalidated or set aside, or be declared ineffective or
inoperative or in any way ceases to give or provide to the
Banks and the Agent the benefits purported to be created
thereby.
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1.16 The Commitment Amounts set forth next to the name of each
Bank on the signature pages of the Credit Agreement are amended and restated in
full as follows:
For NBD Bank, N.A.:
Commitment Amount: $16,250,000
For Star Bank, N.A.:
Commitment Amount: $8,750,000
1.17 REPLACEMENT OF EXHIBIT A-1. Exhibit A-1 annexed to the
Credit Agreement is deleted in its entirety and Exhibit A-1 annexed to this
Amendment shall be deemed substituted in place thereof. The Company shall
execute and deliver to each Bank a replacement revolving credit note in the form
of Exhibit A-1 annexed to this Amendment (collectively the "Replacement
Revolving Credit Notes" and individually a "Replacement Revolving Credit Note")
to be exchanged for the existing Revolving Credit Note issued by the Company to
each such Bank under the Credit Agreement (collectively the "Existing Revolving
Credit Notes" and individually an "Existing Revolving Credit Note"). On the
Amendment Date, the principal balance of the Existing Revolving Credit Notes, as
well as all other information which has been endorsed on the schedules attached
to the Existing Revolving Credit Notes or elsewhere on the books and records of
the Banks with respect to the Existing Revolving Credit Notes, shall be endorsed
on the schedules attached to the Replacement Revolving Credit Notes or elsewhere
on the books and records of the Banks with respect to the Replacement Revolving
Credit Notes. The execution and delivery by the Company of the Replacement
Revolving Credit Notes shall not in any circumstances be deemed a novation or to
have terminated, extinguished or discharged the Company's indebtedness evidenced
by the Existing Revolving Credit Notes, all of which indebtedness shall continue
under and be evidenced and governed by the Replacement Revolving Credit Notes
and the Credit Agreement, as amended.
ARTICLE 2. CONDITIONS PRECEDENT TO AMENDMENTS
---------------------------------------------
As conditions precedent to the effectiveness of the amendments
to the Credit Agreement set forth in Article 1 of this Amendment, the Agent and
the Banks shall receive the following documents and the following matters shall
be completed, all in form and substance satisfactory to the Agent and the Banks:
2.1 This Amendment duly executed on behalf of the Company, the
Agent and each of the Banks.
2.2 A Replacement Revolving Credit Note duly completed and
executed on behalf of the Company for each Bank.
2.3 A fee for this Amendment in the amount of $25,000 in
immediately available funds, for the account of the Banks in accordance with
their respective Pro Rata Shares.
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2.4 An incumbency certificate and certified copies of such
documents evidencing necessary corporate action of the Company with respect to
this Amendment, the Replacement Revolving Credit Notes and the transactions
contemplated hereby as the Banks and the Agent may reasonably request.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
-----------------------------------------
In order to induce the Banks and the Agent to enter into this
Amendment, the Company represents and warrants that:
3.1 The execution, delivery and performance by the Company of
this Amendment and the Replacement Revolving Credit Notes are within its
corporate powers, have been duly authorized by all necessary corporate action
and are not in contravention of any law, rule or regulation, or any judgment,
decree, writ, injunction, order or award of any arbitrator, court or
governmental authority, or of the terms of the Company's charter or by-laws, or
of any contract or undertaking to which the Company is a party or by which the
Company or its property is or may be bound or affected.
3.2 This Amendment is and, when executed and delivered, the
Replacement Revolving Credit Notes will be, legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms.
3.3 No consent, approval or authorization of or declaration,
registration or filing with any governmental authority or any nongovernmental
person or entity, including without limitation any creditor or stockholder of
the Company, is required on the part of the Company in connection with the
execution, delivery and performance of this Amendment, the Replacement Revolving
Credit Notes or the transactions contemplated hereby or as a condition to the
legality, validity or enforceability of this Amendment or the Replacement
Revolving Credit Notes.
3.4 After giving effect to the amendments contained in Article
1 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.
ARTICLE 4. MISCELLANEOUS
------------------------
4.1 If the Company shall fail to perform or observe any term,
covenant or agreement in this Amendment, or any representation or warranty made
by the Company 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 or the Existing
Revolving Credit Notes in any document, instrument or certificate referred to in
the Credit Agreement or delivered in connection
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with or pursuant thereto hereafter shall be deemed references to the Credit
Agreement, as amended hereby, and the Replacement Revolving Credit Notes,
respectively.
4.3 Any and all certificates 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.
4.4 Capitalized terms used but not defined herein 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 Indiana.
4.6 The Company agrees to pay the reasonable fees and expenses
of Xxxxxxxxx Xxxxxx PLLC, 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.
4.7 This Amendment may be executed upon any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument.
[The rest of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first-above
written.
THE MONARCH MACHINE TOOL
COMPANY
By:_______________________________
Its:__________________________
NBD BANK, N.A.
By:_______________________________
Its:__________________________
STAR BANK, N.A.
By:_______________________________
Its:__________________________
