FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment"),
dated as of November 27, 1996 but with retroactive effect to September 28,
1996, amends the Credit Agreement dated as of September 18, 1996 by and
among OSHKOSH TRUCK CORPORATION, a Wisconsin corporation (the "Borrower"),
those Subsidiaries identified as a "Guarantor" on the signature pages
hereto and such other Subsidiaries as may from time to time become a party
hereto (the "Guarantors"), the several lenders identified on the signature
pages hereto and such other lenders as may from time to time become a
party hereto (the "Lenders"), FIRSTAR BANK MILWAUKEE, N.A., as agent for
the Lenders (in such capacity, the "Agent") and BANK ONE, MILWAUKEE, NA,
NATIONSBANK, N.A. and HARRIS TRUST AND SAVINGS BANK, as co-agents (as so
amended, the "Credit Agreement").
1. Definitions. Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.
2. Amendment. The parties hereby agree to amend the Credit
Agreement as follows:
2.1 Section 7.9(a). Section 7.9(a) of the Credit Agreement is
deleted in its entirety and replaced by the following new Section 7.9(a):
(a) 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 Closing Date through
December 27, 1996 4.75:1.0
December 28, 1996 through
March 28, 1997 4.50:1.0
March 29, 1997 through
June 27, 1997 4.25:1.0
June 28, 1997 through
September 26, 1997 4.00:1.0
September 27, 1997 through
September 25, 1998 3.25:1.0
September 26, 1998 through
September 24, 1999 3.00:1.0
September 25, 1999 though
September 29, 2000 2.50:1.0
September 30, 2000 through
September 28, 2001 2.25:1.0
September 29, 2001 through
September 27, 2002 2.00:1.0
September 28, 2002 and thereafter 1.75:1.0
2.2 Section 7.9(c). Section 7.9(c) of the Credit Agreement is
deleted in its entirety and replaced by the following new Section 7.9(c):
(c) Interest Coverage Ratio. There shall be maintained as of
the end of each fiscal quarter to occur during the periods shown
below an Interest Coverage Ratio of at least:
Period
From Closing Date through
March 28, 1997 0.85:1.0
March 29, 1997 through
June 27, 1997 1.00:1.0
June 28, 1997 through
September 26, 1997 1.25:1.0
September 27, 1997 through
December 26, 1997 1.75:1.0
December 27, 1997 through
March 27, 1998 2.00:1.0
March 28, 1998 through
September 25, 1998 2.25:1.0
September 26, 1998 through
September 29, 2000 2.50:1.0
September 30, 2000 and thereafter 3.00:1.0
2.3 Schedule 2.1(d). Schedule 2.1(d) of the Credit Agreement
is deleted in its entirety and replaced by new Schedule 2.1(d) in the form
attached hereto.
3. Conditions Precedent. This First Amendment shall become
effective on the date that the Agent (for the benefit of the Lenders)
shall have received each of the following:
(a) this First Amendment, duly executed by an authorized
representative of each of the Credit Parties and the Lenders; and
(b) an amendment fee in an amount equal to one-eighth of 1% of
the Revolving Committed Amount and the Term Loan Committed Amount.
4. Representations and Warranties. To induce the Lenders to enter
into this First Amendment, each of the Credit Parties hereby represents
and warrants to the Agent and to each Lender that:
(a) the representations and warranties contained in the Credit
Agreement are true and correct as of the date of this First Amendment; and
(b) no Default or Event of Default has occurred and is
continuing as of the date of this First Amendment.
5. Full Force and Effect. Except as provided herein, all of the
terms and conditions set forth in the Credit Agreement, and all additional
documents entered into in connection with the Credit Agreement, shall
remain unchanged and shall continue in full force and effect as originally
set forth, and each of the foregoing is hereby ratified and confirmed in
all respects.
6. Binding Effect. This First Amendment shall be binding upon the
parties hereto and their respective successors and assigns.
[REMAINDER OF PAGE DELIBERATELY BLANK]
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this First Agreement to be duly executed and delivered as
of the date first above written.
BORROWER: OSHKOSH TRUCK CORPORATION,
a Wisconsin corporation
By: /s/ Charles L. Szews
Title: Vice President and Chief Financial
Officer
GUARANTORS: PIERCE MANUFACTURING INC.,
a Wisconsin corporation
By: /s/ Charles L. Szews
Title: Vice President and Chief Financial
Officer
SUMMIT PERFORMANCE SYSTEMS, INC.,
a Wisconsin corporation
By: /s/ Charles L. Szews
Title: Vice President and Chief Financial
Officer
LENDERS: FIRSTAR BANK MILWAUKEE, N.A.,
in its capacity as Agent and as a
Lender
By: /s/
Title: First Vice President
BANK ONE, MILWAUKEE, NA,
in its capacity as a Co-Agent and
as a Lender
By: /s/ A. F. Maggione
Title: Vice President
NATIONSBANK, N.A.,
in its capacity as a Co-Agent and
as a Lender
By: /s/ Wallace Harris Jr.
Title: Vice President
HARRIS TRUST AND SAVINGS BANK,
in its capacity as a Co-Agent and
as a Lender
By: /s/
Title: Vice President
BANK OF AMERICA ILLINOIS, as Lender
By: /s/
Title: Sr. Vice President
LASALLE NATIONAL BANK, as Lender
By: /s/
Title:
FIRST BANK (N.A.), as Lender
By: /s/
Title: Vice President
THE NORTHERN TRUST COMPANY, as Lender
By: /s/
Title: Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Lender
By: /s/ Michael W. Krutoch
Title: Vice President
COMERICA BANK, as Lender
By: /s/
Title: Vice President
Schedule 2.1(d)
Applicable Percentage
1. If the Interest Coverage Ratio is less than 1.00:1.0, then the
Applicable Percentage shall be as specified below for Pricing Level
8.
2. If the Interest Coverage Ratio is less than 1.5:1.0 but equal to or
greater than 1.0:1.0, then the Applicable Percentage shall be as
specified below for Pricing Level 7.
3. If the Interest Coverage Ratio is less than 2.0:1.0 but equal to or
greater than 1.5:1.0, then the Applicable Percentage shall be as
specified below for Pricing Level 6.
2. If the Interest Coverage Ratio is 2.00:1.0 or greater, then the
Applicable Percentage shall be determined by reference to the
Consolidated Funded Debt Ratio, as specified below:
Applicable
Applicable Percentage Applicable Percentage
Pricing Consolidated for Revolving Loans and Percentage for Unused
Level Funded Debt Ratio Letter of Credit Fee for Term Loan Facility Fee
8 >4.0:1.0 2.125 2.50 0.250
7 <4.0:1.0 but >3.5:1.0 1.875 2.25 0.250
6 <3.5:1.0 but >3.0:1.0 1.625 2.00 0.250
5 <3.0:1.0 but >2.5:1.0 1.375 1.75 0.175
4 <2.5:1.0 but >2.0:1.0 1.125 1.50 0.175
3 <2.0:1.0 but >1.5:1.0 0.875 1.25 0.175
2 <1.5:1.0 but >1.0:1.0 0.625 1.00 0.100
1 <1.0:1.0 0.375 0.750 0.100