EXHIBIT 4.2
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 to Credit Agreement ("Amendment") dated as of March
23, 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, as amended by one Amendment ("Agreement").
B. The parties desire to amend the Agreement.
NOW, THEREFORE, the parties agree that the Agreement is amended as follows:
1. The following definition in Section 1 of the Agreement is amended to
read in its entirety as follows:
"'Borrowing Base' shall mean, as of any date of determination thereof,
an amount equal to the sum of (i) 85% of Eligible Accounts plus (ii)
twenty-five percent (25%) of Eligible Inventory provided that the amount
set forth in this clause (ii) shall not exceed Three Million Dollars
($3,000,000); plus (iii) fifty percent (50%) of Eligible Repurchase
Agreement Inventory provided that the amount set forth in this clause (iii)
shall not exceed Three Million Dollars ($3,000,000), plus (iv) the lesser
of (A) 75% of Eligible Tooling Accounts, less any progress payments
received for the applicable tooling and (B) $3,000,000; plus (v) the
Overformula Amount; provided however, that the Borrowing Base shall be
determined on the basis of the most current Borrowing Base Certificate
required to be submitted hereunder, provided, further, that the amount
determined as the Borrowing Base shall be subject to any reserves for
contras/offsets, potential offsets due to customer deposits, and such other
reserves as reasonably established by the Agent, at the direction or with
the concurrence of the Majority Banks from time to time, including, without
limitation any reserves or other adjustments established by Agent or the
Majority Banks on the basis of any collateral audits conducted hereunder,
all in accordance with ordinary and customary asset-based lending
standards, as reasonably determined by Agent and the requisite Banks. In
the event that Agent, at any time in its sole discretion, determines that
the dollar amount of Eligible Accounts collectable by a Borrowing Base
Obligor is reduced or diluted as a result of discounts or rebates granted
by a Borrowing Base Obligor to the respective Account Debtor(s), returned
or rejected Inventory or services, or such other reasons or factors as
Agent reasonably deems applicable, all in accordance with ordinary and
customary asset-based lending standards, as reasonably determined by Agent
and the requisite Banks, Agent may, in its sole discretion, upon five (5)
business days' prior written notice to Agent, reduce or otherwise modify
the percentage of Eligible Accounts included within the Borrowing Base
and/or reduce the dollar amount of Eligible Accounts by an amount
determined by Agent in its sole discretion."
2. The following definition is added to Section 1 of the Agreement is
alphabetical order:
"'Eligible Repurchase Agreement Inventory' shall mean Inventory which
meets all of the requirements to be Eligible Inventory and is held for sale
in connection with the 20" wheel program for the Chevy Silverado and GMA
Sierra full size pick-up trucks, the Hummer H2 Accessories program or any
other program approved by the Administrative Agent and which Inventory
General Motors Corporation is obligated to repurchase at cost from the
applicable Borrowing Base Obligor under the terms of a repurchase agreement
which is acceptable to Agent in the exercise of its sole discretion."
3. 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.
4. This Amendment shall be effective upon execution hereof by Company,
Agent and the Banks.
5. 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.
6. 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 Xxxxxx X. Xxxxxx III
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
NATIONAL CITY BANK OF INDIANA
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Its: Vice President
