FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER
This first amendment to credit agreement and waiver, dated as of
February 27, 1996, by and among Ameriwood Industries International
Corporation, a Michigan corporation (the "Company"), Harris Trust and
Savings Bank in its capacity as agent for the Banks (the "Agent") and
the Banks. Terms which are defined in the Credit Agreement (as
hereinafter defined) shall have the same meaning herein as defined in
the Credit Agreement except to the extent that such definitions are
amended by this Amendment.
WITNESSETH THAT:
Whereas, the Company, the Banks and the Agent are party to that
certain Credit Agreement dated as of January 13, 1995 (together with
all exhibits, schedules, attachments and appendices thereto, the
"Credit Agreement");
Whereas, the Company has requested that the Credit Agreement be
amended to, among other things, modify certain covenants and other
provisions of the Credit Agreement and the Banks and the Agent are
agreeable to such request;
Whereas, the Company has requested that the Banks provide the waiver
set forth herein and the Banks are agreeable to granting such a waiver
on the terms and conditions set forth herein;
Now therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Banks and the
Company hereby agree as follows:
1. AMENDMENTS
(i) The definition of "LIBOR Margin" appearing in Section 2.1(c) of
the Credit Agreement is hereby amended in its entirety to be and to
read as follows:
"LIBOR Margin" shall mean 1%, provided that upon the Company's
achieving at the end of any calendar quarter occurring on or after
December 31,1995, a ratio for any period of four calendar quarters then
ending of Funds from Operations to Indebtedness for Borrowed Money in
excess of.40 to 1.0, then the LIBOR Margin shall thereafter be subject to
adjustment as provided in Section 2.10 hereof.
(ii) The definition of "Required Banks" appearing in Section 5 of
the Credit Agreement is hereby amended in its entirety to be and to
read as follows:
"Required Banks" shall mean the Banks holding 100% of the outstanding,
principal amount of the Notes.
2. WAIVER
The Banks hereby waive any Potential Default or Event of Default
which may arise from the Company's failure at the end of any calendar
quarter ending prior to June 30, 1996 to comply with Section 8.8 of
the Credit Agreement. The foregoing is not, and shall not be deemed
to be, a waiver of the Company's obligation to maintain as of the last
day of the calendar quarter-ending on June 30, 1996 a ratio for the
period of four calendar quarters then ending, of Funds from Operations
to Indebtedness for Borrowed Money of not less than 40 to 1.O.
The waiver granted above is limited strictly to its terms, shall apply
only to the covenant and for the period described therein, shall not
extend or affect any of the Company's other obligations contained in
the Credit Agreement or the Notes and shall not impair any rights
consequent thereon. The Banks shall not have any obligation to issue
any further waiver with respect to the subject matter or the waiver of
any other matter. Except as expressly set forth herein, nothing
contained herein shall be deemed to be a waiver of, or shall in any
way impair or prejudice, any rights of the Agent or the Banks under
the Credit Agreement or the Notes.
3. MISCELLANEOUS
Except as expressly amended hereby, the Credit Agreement and all other
documents executed in connection therewith shall remain in full force
and effect in accordance with their respective terms. The Credit
Agreement, as amended hereby, and all rights and powers created
thereby and thereunder or under such other documents are in all
respects ratified and confirmed. From and after the date hereof, the
Credit Agreement shall be deemed to be amended and modified as herein
provided, but, except as so amended and modified, the Credit Agreement
shall continue in full force and effect in accordance with its terms
and the Credit Agreement and this Amendment shall be read, taken and
construed as one and the same instrument. On and after the date
hereof the term "Agreement" as used in the Credit Agreement and all
other references to the Credit Agreement in the Credit Agreement, the
other documents executed in connection therewith and/or herewith or
any other instrument, document or writing executed by the Company or
any other person or furnished to the Agent or the Banks by the
Company, or any other person in connection herewith or therewith shall
mean the Credit Agreement as hereby amended.
On and as of the date hereof, the Company represents and warrants
to the Banks that:
(a) its representations and warranties contained in this
Amendment and the Credit Agreement are true and correct in all
material respects, in each case as though made on and as of such
date, except to the extent such representations and warranties
relate solely to an earlier date (and then as of such earlier
date); and
(b) both before and after giving effect to this Amendment and
after giving effect to the waiver contained herein, no Potential
Default or Event of Default has occurred and is continuing
or would result from the execution and delivery of this
Amendment or any other document arising in connection with or
pursuant to this Amendment; and
(c) the Company is, and will be, in full compliance with all of the
material terms, conditions and all other provisions of this
Amendment and the Credit Agreement; and
(d) this Amendment has been duly authorized, executed and delivered on
its behalf, and both the Credit Agreement, both before being
amended and supplemented hereby and as amended and supplemented
hereby, and this Amendment constitutes its legal, valid and
binding obligation enforceable against it in accordance with its
terms, except to the extent that a remedy or default may be
determined by a court of competent jurisdiction to constitute a
penalty and except to the extent that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to creditors' rights or by general
principles of equity.
The Company agrees promptly to pay or reimburse all out-of-pocket
costs and expenses of the Agent, including the expenses and reasonable
fees of Chapman and Cutler, legal counsel for the Agent, relating to
the preparation, execution and delivery of this Amendment and any
other documents referred to in this Amendment.
This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
Except as otherwise specified herein, this Amendment embodies the entire
agreement and understanding between the Company, the Agent and the
Banks with respect to the subject matter hereof and supersedes all
prior agreements, consents and understandings relating, to such
subject matter.
This Amendment shall be binding upon and inure to the benefit of the
Agent and the Banks and their successors and assigns and the Company
and its permitted successors and assigns.
IN WITNESS WHEREOF, the Company, the Agent and the Banks have caused this
Amendment to be duly executed as of the date first hereinabove written.
AMERIWOOD INDUSTRIES INTERNATIONAL CORP.
Attest:
/s/ Charles R. Foley By /s/ Craig G. Wassenaar
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Its Secretary Its Corporate Controller / Treasurer
HARRIS TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ Jeffrey C. Nicolson
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Its Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Nathan L. Bloch
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Its Vice President