EXHIBIT NO. 10.15
FOURTH AMENDMENT
FOURTH AMENDMENT (this "Amendment"), dated as of July 19, 2002,
among PENHALL INTERNATIONAL CORP., an Arizona corporation (the "Borrower"), the
lending institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks") and DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a BANKERS TRUST COMPANY) as administrative agent (the "Administrative
Agent"). All capitalized terms used herein and not otherwise defined shall have
the respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, Credit Suisse First Boston and
the Administrative Agent are parties to a Credit Agreement, dated as of August
4, 1998 (as amended, modified or supplemented through the date hereof, the
"Credit Agreement");
WHEREAS, the parties hereto wish to amend certain provisions of
the Credit Agreement as herein provided, subject to and on the terms and
conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 2.01(b) of the Credit Agreement is hereby amended by
deleting the text "15,000,000" appearing therein and inserting the text
"$20,000,000" in lieu thereof.
2. Section 8.10 of the Credit Agreement is hereby amended by
deleting the table contained therein in its entirety and inserting the following
table in lieu thereof:
"Date Ratio
----- -----
June 30, 2002 2.00:1.00
September 30, 2002 1.80:1.00
December 31, 2002 1.80:1.00
March 31, 2003 1.80:1.00
June 30, 2003 1.80:1.00
September 30, 2003 1.85:1.00
December 31, 2003 1.85:1.00
March 31, 2004 1.90:1.00
June 30, 2004 1.95:1.00"
3. Section 8.11 of the Credit Agreement is hereby amended by
deleting the table contained therein in its entirety and inserting the following
table in lieu thereof:
"Date Ratio
----- -----
June 30, 2002 5.00:1.00
September 30, 2002 5.35:1.00
December 31, 2002 5.35:1.00
March 31, 2003 5.25:1.00
June 30, 2003 5.20:1.00
September 30, 2003 5.10:1.00
December 31, 2003 5.00:1.00
March 31, 2004 4.95:1.00
June 30, 2004 4.85:1.00"
4. Section 8.14 of the Credit Agreement is hereby amended by
deleting the table contained therein in its entirety and inserting the following
table in lieu thereof:
"Date Amount
----- -----------
June 30, 2002 $28,000,000
September 30, 2002 $25,200,000
December 31, 2002 $25,200,000
March 31, 2003 $25,600,000
June 30, 2003 $25,600,000
September 30, 2003 $27,100,000
December 31, 2003 $27,100,000
March 31, 2004 $28,100,000
June 30, 2004 $28,100,000"
5. Section 10 of the Credit Agreement is hereby amended by
deleting the table appearing in the definition of `Applicable Margin' in its
entirety and inserting the following table in lieu thereof:
"Base Rate Eurodollar
Loans Rate Loans
---------- ----------
Level I Status 1.25% 2.25%
Level II Status 1.50% 2.50%
Level III Status 1.75% 2.75%
Level IV Status 2.00% 3.00%"
6. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (i) the representations, warranties
and agreements contained in Section 6 of the Credit Agreement and in the other
Credit Documents are true and correct in all material respects on and as of the
Fourth Amendment Effective Date (as defined in Section 12 of this Amendment) (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date) and (ii) there exists no
Default or Event of Default on the Fourth Amendment Effective Date.
7. For avoidance of doubt, each Credit Party hereby acknowledges
and confirms its due authorization, execution and delivery of all Credit
Documents to which it is a party (each Credit Document as amended, modified or
supplemented through and including the date hereof), including all instruments,
financing statements, agreements, certificates and documents executed and
delivered in connection therewith, and hereby ratifies all actions heretofore
taken in connection therewith.
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8. Each Credit Party, by its execution and delivery of a copy of
this Amendment, hereby consents to the extensions of credit pursuant to the
Credit Agreement (including, without limitation, as amended by this Amendment).
Each Credit Party further acknowledges and agrees to the provisions of this
Amendment and hereby agrees for the benefit of the Banks that all extensions of
credit (including as contemplated by this Amendment) pursuant to the Credit
Agreement (including, without limitation, as amended by this Amendment, and as
same may be further amended, modified or supplemented from time to time) shall
be fully entitled to all benefits of, and shall be fully guaranteed and secured
pursuant to and in accordance with the terms of, each of the Credit Documents,
as applicable.
9. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
10. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower, the Administrative Agent and
each Bank.
11. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
12. This Amendment shall become effective on the date (the
"Fourth Amendment Effective Date") when (i) the Borrower and each of the Banks
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at its address for notice
provided for in the Credit Agreement and (ii) the Borrower shall have paid all
reasonable out-of-pocket costs and expenses of the Banks incurred prior to the
Fourth Amendment Effective Date (including, without limitation, the fees and
disbursements of White & Case LLP) and (iii) the Borrower shall have paid to the
Administrative Agent for the account of each Bank which executes and delivers a
counterpart hereof (including by way of facsimile transmission) to the
Administrative Agent at the Notice Office on or prior to 5:00 P.M. (New York
time) on July 19, 2002, an amendment fee equal to 0.25% of the sum of (a) the
aggregate principal amount of each such Bank's outstanding Term Loans plus (b)
such Bank's Revolving Loan Commitment as of the Fourth Amendment Effective Date.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
1801 Penhall Way PENHALL INTERNATIONAL CORP.,
PO Box 4609 as Borrower
Anaheim, CA 92803
Attention: Jeff Platt
Tel: (714) 772-6450
Fax: (714) 778-8437 By _____________________________________
Title:
PENHALL LEASING LLC,
as Guarantor
By _____________________________________
Title:
PENHALL INVESTMENTS, INC,
as Guarantor
By _____________________________________
Title:
PENHALL COMPANY,
as Guarantor
By _____________________________________
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a BANKERS TRUST COMPANY)
Individually and as Administrative Agent
By _____________________________________
Title:
CREDIT SUISSE FIRST BOSTON
Individually and as Syndication Agent
By _____________________________________
Title:
FLEET CAPITAL CORPORATION
By _____________________________________
Title:
UNION BANK OF CALIFORNIA, N.A.
By _____________________________________
Title:
U.S. BANK NATIONAL ASSOCIATION
By _____________________________________
Title: