FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September
30, 1996 (the "First Amendment") to that Credit Agreement referenced
below is by and among THE MANITOWOC COMPANY, INC., a Wisconsin
corporation (the "Borrower"); THE GUARANTORS THEREUNDER being
identified on the signature pages hereto (as referenced and defined in
the Credit Agreement, the "Guarantors"), the Lenders and Co-Agent
identified therein and NATIONSBANK, N.A., as Agent. Terms used but
not otherwise defined herein shall have the meanings provided in the
Credit Agreement referenced below.
W I T N E S S E T H :
WHEREAS, the Lenders established a $180 million credit facility
in favor of the Borrower pursuant to the terms of that Credit
Agreement dated as of December 1, 1995 (as amended and modified, the
"Credit Agreement") among the Borrower, certain of its Subsidiaries,
as guarantors, the Lenders and Co-Agent identified therein, and
NationsBank, N.A., as Agent;
WHEREAS, the Borrower has proposed making a $30 million
prepayment on the Term Loan and has requested in connection therewith,
among other things, adjustment of the amortization schedule relating
to the Term Loan, increase in the Revolving Committed Amount,
adjustment of the pricing and financial covenants and modification of
the restrictions on acquisitions;
WHEREAS, the Lenders have agreed to the requested modifications
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good
and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
A. The Credit Agreement is amended in the following respects.
1. The reference to "Section 8.5(b)" in the definition of
"Pro Forma Basis" in Section 1.1 is amended and modified to refer
instead to "Section 8.4(c)".
2. The Revolving Committed Amount as referenced and defined
in Section 2.1(a) shall be increased simultaneously with the
prepayment on the Term Loan on the date hereof from "FIFTY-FIVE
MILLION DOLLARS ($55,000,000)" to SIXTY-TWO MILLION FIVE HUNDRED
THOUSAND DOLLARS ($62,500,000) and thereafter shall be simultaneously
increased again at the time of the additional prepayment of the Term
Loan on October 8, 1996 to "EIGHTY-FIVE MILLION DOLLARS
($85,000,000)".
3. The principal balance outstanding on the Term Loan as of
the date hereof is ONE HUNDRED SEVENTEEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($117,500,000). The Borrower has made prepayment on the Term
Loan on the date hereof in the amount of SEVEN MILLION FIVE HUNDRED
THOUSAND DOLLARS ($7,500,000) and given notice of its intent to make
an additional prepayment of TWENTY-TWO MILLION FIVE HUNDRED THOUSAND
DOLLARS ($22,500,000) on October 8, 1996. Upon the making of such
prepayments the amortization schedule for repayment of the remaining
principal amount of the Term Loan (being $87,500,000) shall be payable
as follows:
Payment Date Amount
--------------------- --------------
December 31, 1996 $ 1,134,757.00
March 31, 1997 $ 2,743,794.25
June 30, 1997 $ 2,743,794.25
September 30, 1997 $ 2,743,794.25
December 31, 1997 $ 2,743,794.25
March 31, 1998 $ 3,727,836.75
June 30, 1998 $ 3,727,836.75
September 30, 1998 $ 3,727,836.75
December 31, 1998 $ 3,727,836.75
March 31, 1999 $ 4,711,879.25
June 30, 1999 $ 4,711,879.25
September 30, 1999 $ 4,711,879.25
December 31, 1999 $ 4,711,879.25
March 31, 2000 $ 4,711,879.25
June 30, 2000 $ 4,711,879.25
September 30, 2000 $ 4,711,879.25
December 31, 2000 $ 4,711,879.25
March 31, 2001 $ 5,695,921.25
June 30, 2001 $ 5,695,921.25
September 30, 2001 $ 5,695,921.25
December 31, 2001 $ 5,695,921.25
--------------
$87,500,000.00
4. The last sentence of Section 3.3(c) is amended to read
as follows:
"Amounts prepaid on the Term Loan shall be applied to, and serve
to reduce, the remaining scheduled principal payments pro rata,
and may not be reborrowed."
5. Section 7.9(b) relating to the Consolidated Funded Debt
Ratio is amended to read as follows:
"(b) Consolidated Funded Debt Ratio. There shall be maintained
as of the end of each fiscal quarter to occur during the periods
shown below a Consolidated Funded Debt Ratio of not greater than:
Period
------
From the date of the First Amendment 3.50:1.0
(being September 30, 1996)
through December 30, 1996
December 31, 1996 through 3.25:1.0
December 30, 1997
December 31, 1997 and thereafter 2.75:1.0"
6. Subsection (b) of Section 8.4 is amended and a new
subsection (c) is added to read as follows:
(b) enter into any transaction of merger or consolidation,
provided, however, that so long as no Default or Event of Default
would be directly or indirectly caused as a result thereof,
(i) a Domestic Subsidiary may merge or consolidate
with another Domestic Subsidiary, provided that (A) the
Borrower shall be the surviving entity if it is a party
thereto and (B) a Domestic Credit Party will be the
surviving entity if it is a party thereto or such surviving
Subsidiary becomes a Domestic Credit Party pursuant to the
terms of Section 7.10(a) immediately after the consummation
of such merger or consolidation;
(ii) a Foreign Subsidiary may merge or consolidate
with any other Foreign Subsidiary;
(iii) a Foreign Subsidiary may merge or consolidate
with a Domestic Subsidiary, provided that the Domestic
Subsidiary shall be the surviving entity and the applicable
conditions set forth in Section 7.10 are complied with in
connection therewith; and
(iv) a Subsidiary may merge or consolidate with any
Person that is not a Subsidiary, provided that the
applicable conditions set forth in Section 7.10 and Section
8.4(c) are complied with in connection with such acquisition
by merger or consolidation.
As used herein: "Domestic Subsidiary" means any Subsidiary which
is incorporated or organized under the laws of any State of the
United States or the District of Columbia; "Foreign Subsidiary"
means any Subsidiary which is not a Domestic Subsidiary; and
"Domestic Credit Party" means any Credit Party which is
incorporated or organized under the laws of any State of the
United States or the District of Columbia.
(c) purchase, lease or otherwise acquire (in a single
transaction or a series of related transactions) (i) all or any
portion of the capital stock or securities of any other person or
(ii) purchase, lease or otherwise acquire (in a single
transaction or a series of related transactions) all or any
substantial part of the property of any other person or except
(A) where the aggregate cost (including all cash paid,
seller financing provided, debt assumed and stock
transferred in respect thereof) of any such individual
acquisition shall not exceed $25,000,000;
(B) where the aggregate cost (including all cash paid,
seller financing provided, debt assumed and stock
transferred in respect thereof) of all such acquisitions
shall not exceed $50,000,000 in any calendar year;
(C) if such acquisition is of the capital stock or
securities of a Person, such Person shall (after giving
effect to such acquisition of capital stock or securities)
be a Subsidiary of the purchaser; and
(D) no Default or Event of Default would exist after
giving effect to any such acquisition on a Pro Forma Basis.
6. Schedule 2.1(a) is amended as attached to reflect the
increase in Revolving Commitments.
7. Schedule 2.1(d) is amended as attached to reflect the
modification in pricing under the definition of "Applicable
Percentage."
B. The Credit Parties hereby represent and warrant that:
(a) the representations and warranties made and contained
in the Credit Agreement (other than those which expressly relate
to a prior period and after taking into account any changes
permitted or contemplated or not prohibited by the Credit
Agreement) are true and correct in all material respects as of
the date of this First Amendment; and
(b) no Default or Event of Default exists and is continuing
under the Credit Agreement as of the date of this First Amendment.
C. This First Amendment shall be effective upon receipt by the
Agent of the following in form and substance satisfactory to the
Lenders:
(a) Executed Documents. This First Amendment executed by
each of the Credit Parties and each of the Lenders and executed
copies of the Amended and Restated Revolving Notes reflecting the
increase in Revolving Commitments.
(b) Legal Opinion. Legal opinions of counsel to the Credit
Parties regarding the enforceability of this First Amendment and the
promissory notes executed in connection herewith.
(c) Other Information. Such other information and
documents as the Administrative Agent may reasonably request.
D. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions
of this First Amendment.
E. Except as modified hereby, all of the terms and provisions
of the Credit Agreement (and Exhibits) remain in full force and
effect.
F. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including without limitation, the reasonable fees and
expenses of the Agent's legal counsel.
G. This First Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original and it shall not be necessary in making proof of
this First Amendment to produce or account for more than one such
counterpart.
H. This First Amendment and the Credit Agreement, as amended
hereby, shall be deemed to be contracts made under, and for all
purposes shall be construed in accordance with the laws of the State
of North Carolina.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Amendment to be duly executed and delivered
as of the date and year first above written.
BORROWER:
THE MANITOWOC COMPANY, INC.
a Wisconsin corporation
By: /s/ Phil Keener
_________________________
Name: Phil Keener
Title: Treasurer
GUARANTORS:
MANITOWOC MEC, INC.,
a Nevada corporation
MANITEX, INC.,
a Texas corporation
FEMCO MACHINE COMPANY, INC.,
a Nevada corporation
WEST-MANITOWOC, INC.,
a Wisconsin corporation
MANITOWOC-FORSYTHE CORP.,
a New York corporation
NORTH CENTRAL CRANE & EXCAVATOR
SALES CORP.,
a Nevada corporation
MANITOWOC WESTERN COMPANY, INC.,
a Wisconsin corporation
THE SHANNON GROUP, INC.,
a Delaware corporation
MANITOWOC RE-MANUFACTURING, INC.,
a Wisconsin corporation
KOLPAK MANUFACTURING COMPANY,
a Tennessee corporation
MANITOWOC EQUIPMENT WORKS, INC.,
a Nevada corporation
MANITOWOC NEVADA, INC.,
a Nevada corporation
By: /s/ Phil Keener
______________________________
Name: Phil Keener
Title: Treasurer
for each of the foregoing
LENDERS:
NATIONSBANK, N.A.,
in its capacity as Agent and as a
Lender
By: /s/ Stephen K Foutch
_______________________________
Title: Vice President
BANK OF AMERICA ILLINOIS
in its capacity as Co-Agent and as
Lender
By: /s/ Rob Ritter
_______________________________
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ John Malloy
_______________________________
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Richard Marquez
_______________________________
Title: Vice President
FLEET BANK
By: /s/ Juan M. Csillagi
_______________________________
Title: Senior Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Julie Wigdale
_______________________________
Title: Vice-President
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD. CHICAGO BRANCH
By: /s/ John R. Carley
_______________________________
Title: Vice President and
Deputy General Manager
THE BANK OF NEW YORK
By: /s/ Richard A. Raffetto
_______________________________
Title: Assistant Vice President
ASSOCIATED BANK LAKESHORE NATIONAL
ASSOCIATION
By:/s/ Scott Yeoman
_______________________________
Title: Senior Vice President
Schedule 2.1(a)
Schedule of Lenders and
Commitments
Revolving Revolving LOC LOC Term Loan Term Loan
Committed Commitment Committed Commitment Committed Committed
Lender Amount Percentage Amount Percentage Amount Percentage
- ---------------- -------------- ------------ ------------ ----------- -------------- ----------
NationsBank, N.A. $14,166,666.95 16.666667% $1,666,666.67 16.666667% $20,833,833.34 16.666667%
Bank of America, $14,166,666.95 16.666667% $1,666,666.67 16.666667% $20,833,833.34 16.666667%
Illinois
The Bank of Nova $ 9,444,443.50 11.11111% $1,111,111.11 11.11111% $13,888,888.89 11.11111%
Scotia
The First $ 9,444,444.50 11.11111% $1,111,111.11 11.11111% $13,888,888.89 11.11111%
National Bank of
Chicago
Fleet Bank $ 9,444,444.50 11.11111% $1,111,111.11 11.11111% $13,888,888.89 11.11111%
The Northern $ 9,444,444.50 11.11111% $1,111,111.11 11.11111% $13,888,888.89 11.11111%
Trust Company
The Long-Term $ 7,083,330.50 8.33333% $ 833,333.33 8.33333% $10,416,666.67 8.33333%
Credit Bank of
Japan, Ltd.
Chicago Branch
The Bank of New $ 7,083,333.50 8.33333% $ 833,333.33 8.33333% $10,416,666.67 8.33333%
York
Associated $ 4,722,222.00 5.55556% $ 555,555.56 5.55556% $ 6,944,444.45 5.55556%
Bank
Lakeshore,
N.A.
-------------- --------- ------------- ---------- -------------- --------
$85,000,000.00 100.00000% $10,000,000.00 100.00000% $125,000,000 100.00000%
Schedule 2.1(d)
Applicable Percentage
Applicable Applicable Applicable
Percentage Percentage Percentage
for for for
Base Rate Loans Eurodollar Loans Commitment Fee
and
Letter of Credit Fee
----------------- --------------------- ----------------
Pricing Consolidated
Level Funded Debt Ratio Interest Coverage Ratio Interest Coverage Ratio
----- -----------------
=>3.0:1.0 <3.0:1.0 =>3.0:1.0 <3.0:1.0
--------- -------- --------- --------
V =>3.0:1.0 0% .250% 1.250% 1.500% .375%
IV <3.0:1.0 but =>2.5:1.0 0% .250% 1.000% 1.250% .250%
III <2.5:1.0 but =>2.0:1.0 0% .250% .750% 1.000% .225%
II <2.0:1.0 but =>1.5:1.0 0% .250% .625% .875% .1875%
I <1.5:1.0 0% .250% .500% .750% .150%