SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment"),
dated as of April 25, 1997, amends the Credit Agreement dated as of
September 18, 1996, as previously amended by the First Amendment to Credit
Agreement dated as of November 27, 1996 but with retroactive effect to
September 28, 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 1.1. The definition of "Permitted Investments" in
Section 1.1 of the Credit Agreement is deleted in its entirety and
replaced by the following new definition:
"Permitted Investments" means (i) cash and Cash Equivalents,
(ii) receivables owing to the Borrower or any of its Subsidiaries for
trade credit, in each case if created, acquired or made in the
ordinary course of business, (iii) advances to vendors of the
Borrower and its Subsidiaries (which may include Steeltech
Manufacturing, Inc.), or suppliers to such vendors, to enable such
vendors and suppliers to purchase goods or parts to be processed and
sold to the Borrower and its Subsidiaries, provided, however, that
the aggregate of such advances and the liability of the Borrower and
its Subsidiaries under Guarantee Obligations of the Borrower and its
Subsidiaries permitted by clause (ii) of the definition of Permitted
Guarantee Obligations shall not exceed $15,000,000 outstanding at any
one time, (iv) investments in and advances to a domestic Credit
Party, (v) loans and advances to officers, directors, employees and
Affiliates in an aggregate amount not to exceed $1,000,000 at any
time outstanding, (vi) investments (including debt obligations)
received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement of delinquent obligations
of, and other disputes with, customers and suppliers arising in the
ordinary course of business, (vii) investments, acquisitions or
transactions permitted under Section 8.4(b), (viii) with respect to
any pension trust maintained for the benefit of any present or former
employees of the Borrower or any Subsidiary, such loans, advances
and/or investments as the trustee or administrator of the trust shall
deem advisable pursuant to the terms of such trust, (ix) investments
of a nature not contemplated by the foregoing clauses hereof that are
outstanding as of the Closing Date and set forth on Schedule 1.1(b),
(x) the Borrower's repurchase from Freightliner Corporation of all
shares of the Borrower's capital stock and all warrants for the
purchase of additional shares of the Borrower's capital stock owned
by Freightliner Corporation, up to a maximum aggregate repurchase
price of $6,750,000, and (xi) additional loans, advances and/or
investments of a nature not contemplated by the foregoing clauses
hereof provided that such loans, advances and/or investments made
pursuant to this clause (xi) shall not exceed an aggregate amount of
$5,000,000 outstanding at any one time and further provided that no
such loans, advances and/or investments shall be used to acquire all
or substantially all of the voting stock of any corporation the board
of directors of which has not approved such acquisition. As used
herein, "investment" means all investments, in cash or by delivery of
property made, directly or indirectly in, to or from any Person,
whether by acquisition of shares of capital stock, property, assets,
indebtedness or other obligations or securities or by loan advance,
capital contribution or otherwise.
2.2 Section 3.15. Section 3.15 of the Credit Agreement is
deleted in its entirety and replaced by the following new Section 3.15:
Cleanup Period. Notwithstanding any provision to the contrary
contained herein, Borrower agrees that for at least sixty (60)
consecutive days during each fiscal year ending on the dates
specified below the aggregate amount of outstanding Revolving Loans,
Swing Line Loans and Term Loans shall not exceed the amount specified
for such fiscal year:
Fiscal Year Ending Amount
September 30, 1997 $ 160,000,000
September 30, 1998 $ 145,000,000
September 30, 1999 $ 130,000,000
2.3 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 29, 1997 4.25:1.0
June 30, 1997 through
September 29, 1997 4.00:1.0
September 30, 1997 through
September 29, 1998 3.25:1.0
September 30, 1998 through
September 29, 1999 3.00:1.0
September 30, 1999 though
September 29, 2000 2.50:1.0
September 30, 2000 through
September 29, 2001 2.25:1.0
September 30, 2001 through
September 29, 2002 2.00:1.0
September 30, 2002 and thereafter 1.75:1.0
2.4 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 29, 1997 1.00:1.0
June 30, 1997 through
September 29, 1997 1.25:1.0
September 30, 1997 through
December 30, 1997 1.75:1.0
December 31, 1997 through
March 30, 1998 2.00:1.0
March 31, 1998 through
September 29, 1998 2.25:1.0
September 30, 1998 through
September 29, 2000 2.50:1.0
September 30, 2000 and thereafter 3.00:1.0
2.5 Section 8.11. The word "The" at the beginning of Section
8.11 of the Credit Agreement is deleted and replaced by the following:
Except as permitted in subsection (x) of the definition of
Permitted Investments, the
3. Conditions Precedent. This Second Amendment shall become
effective on the date that the Agent (for the benefit of the Lenders)
shall have received this Second Amendment, duly executed by an authorized
representative of each of the Credit Parties and the Lenders.
4. Representations and Warranties. To induce the Lenders to enter
into this Second 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 Second Amendment;
and
(b) no Default or Event of Default has occurred and is
continuing as of the date of this Second 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 Second 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 Second Agreement to be duly executed and delivered as
of the date first above written.
BORROWER: OSHKOSH TRUCK CORPORATION,
a Wisconsin corporation
By: /s/
Title:_____________________________
GUARANTORS: PIERCE MANUFACTURING INC.,
a Wisconsin corporation
By: /s/
Title:_____________________________
SUMMIT PERFORMANCE SYSTEMS, INC.,
a Wisconsin corporation
By: /s/
Title:_____________________________
LENDERS: FIRSTAR BANK MILWAUKEE, N.A.,
in its capacity as Agent and as a
Lender
By: /s/
Title:_____________________________
BANK ONE, MILWAUKEE, NA,
in its capacity as a Co-Agent and
as a Lender
By: /s/
Title:_____________________________
NATIONSBANK, N.A.,
in its capacity as a Co-Agent and
as a Lender
By: /s/
Title:_____________________________
HARRIS TRUST AND SAVINGS BANK,
in its capacity as a Co-Agent and
as a Lender
By: /s/
Title:_____________________________
BANK OF AMERICA ILLINOIS, as Lender
By: /s/
Title:_____________________________
LASALLE NATIONAL BANK, as Lender
By: /s/
Title:_____________________________
FIRST BANK (N.A.), as Lender
By: /s/
Title:_____________________________
THE NORTHERN TRUST COMPANY, as Lender
By: /s/
Title:_____________________________
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Lender
By: /s/
Title:_____________________________
COMERICA BANK, as Lender
By: /s/
Title:_____________________________