SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file Number 0-27618
Date of Report (Date of
earliest event reported) November 29, 1996
COLUMBUS McKINNON CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 16-0547600
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
140 JOHN JAMES AUDUBON PKWY., AMHERST, NY 14228-1197
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number,
including area code) (716) 689-5400
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Item 5. Other Events.
On November 29, 1996, Columbus McKinnon Corporation
("Parent"), through its majority-owned subsidiary, Spreckels
Industries, Inc., doing business as Yale Industries, Inc. (the
"Company") amended its tender offer and consent solicitation (the
"Tender Offer") to purchase for cash all $70 million of the
Company's 11-1/2% Senior Secured Notes due 2000 (the "Notes") to
increase the potential aggregate consideration to be paid in the
Tender Offer from 108.125% to 108.250% of the outstanding
principal amount of the Notes, plus accrued interest. The
consideration will consist of (i) an offer to purchase the Notes
for 106.750% of the principal amount of the Notes, plus accrued
interest, and (ii) a consent solicitation payment (the "Consent
Payment") of 1.500% of principal amount of the Notes to holders
who deliver consents to certain proposed amendments in the
Indenture pursuant to which the Notes were issued on or prior to
the Consent Date (each as defined below).
The Tender Offer will expire at 5:00 p.m., New York City
time on Friday, December 13, 1996. The Company intends to
execute a supplemental indenture providing for the proposed
amendments (the "Proposed Amendments") to the Indenture dated
September 2, 1993, as amended to date, between the Company and
Chemical Trust Company of California, as trustee, pursuant to
which the Notes were issued (the "Indenture"). The Company
intends to execute this supplemental indenture on December 13,
1996 if consents from a majority in aggregate principal amount of
the outstanding Notes are received by that date (the "Consent
Date"). The Consent Payment of 1.500% of the principal amount of
the Notes will not be paid to holders of Notes who tender after
the Consent Date.
The proposed amendments to the Indenture would, among other
things, eliminate from the Indenture substantially all of the
restrictive covenants, certain event of default provisions of the
Indenture pursuant to which the Notes were issued and all
provisions relating to guarantees of the Notes by the Company's
subsidiaries and security for the Notes.
Consummation of the Tender Offer is conditioned on, among
other things, the Company's receipt of tenders of Notes
constituting a majority in aggregate principal amount of the
outstanding Notes and the consent of the senior lenders to
Parent.
Item 7. Exhibits.
(2) Amendment Number 1 to the Credit Agreement among
Parent, Fleet Bank, as Administrative Agent, and the Banks,
Financial Institutions and other Institutional Lenders named
therein dated as of November 14, 1996.
(99) Text of press release dated November 29, 1996
issued by the Parent in connection with the above-described
transaction.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on behalf of the undersigned hereunto duly authorized.
COLUMBUS McKINNON CORPORATION
Date: December 6, 1996 By /s/ Robert L. Montgomery, Jr.
Robert L. Montgomery, Jr.
Executive Vice President and
Chief Financial Officer
Exhibit 2
FIRST AMENDMENT
TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment'),
dated as of November __, 1996, by and among COLUMBUS MCKINNON
CORPORATION, a New York corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders listed on
the signature pages hereof as the Lenders (the "Lenders"), FLEET
BANK, as Initial Issuing Bank (the "Initial Issuing Bank"), FLEET
BANK, as the Swing Line Bank (the "Swing Line Bank"; each of the
Lenders, Initial Issuing Bank and the Swing Line Bank,
individually, a "Lender Party" and collectively, the "Lender
Parties"), and FLEET BANK, as administrative agent (together with
any successor appointed pursuant to Article VII of the Credit
Agreement, the "Administrative Agent") for the Lender Parties.
W I T N E S S E T H :
WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing
Line Bank and Administrative Agent are party to that certain
Credit Agreement, dated as of October 16, 1996 (as it may
hereafter be supplemented, amended, restated, extended or
otherwise modified from time to time, the "Credit Agreement");
WHEREAS, pursuant to the terms and conditions of the Credit
Agreement, the Lender Parties agreed to make loans and issue
letters of credit having an aggregate principal and face amount
at any one time of up to Three Hundred Twenty Five Million
Dollars ($325,000,000) in order to finance, among other things,
the acquisition by L Acquisition Corporation, a wholly-owned
subsidiary of the Borrower ("L Acquisition"), of Spreckels
Industries, Inc. (known as Yale International, Inc.) (the
"Company");
WHEREAS, L Acquisition consummated the acquisition of a
majority of the then outstanding equity securities of the Company
on October 17, 1996 and is working to consummate the Merger as
soon as is practicable in accordance with the terms and
conditions of the Merger Agreement;
WHEREAS, as of the date hereof, the Company is a party to,
and subject to, the covenants and other provisions of that
certain Senior Note Indenture, dated as of September 2, 1993, by
and between the Company and Chemical Trust Company of California,
as trustee ("Trustee"), the terms of which provide for, among
other things, the granting of certain security interests, the
provision of certain guarantees and certain restrictive covenants
regarding debt, liens and other matters with respect to the
Company (the "Senior Note Indenture");
WHEREAS, the Senior Note Indenture also grants each holder
of the 11-1/2% Senior Secured Notes issued by the Company
thereunder (the "Senior Notes") the right, after a "change of
control" of the Company, to require the Company to repurchase all
of such holder's Senior Notes at a purchase price equal to 101%
of the principal amount of such Senior Notes, plus accrued and
unpaid interest thereon;
WHEREAS, pursuant to the terms of the Credit Agreement, and
subject to the prior satisfaction of the conditions set forth
therein, the Lender Parties agreed to provide up to Seventy-Five
Million Dollars ($75,000,000) consisting of Working Capital
Commitments available solely to finance the Company's obligation
to repurchase Senior Notes because of a change of control of the
Company;
WHEREAS, pursuant to the Offer (as defined below), the
Company desires to offer to purchase for cash from each
registered holder of the Senior Notes, any and all outstanding
Senior Notes for aggregate consideration (assuming all of the
Senior Notes are so purchased by the Company) not to exceed
$80,000,000 (inclusive of all related fees and expenses payable
by the Borrower, the Company or any other Subsidiary of the
Borrower), plus accrued and unpaid interest on the Senior Notes
(the "Senior Notes Tender Offer") and, as an alternative, will
offer to purchase for cash from each registered holder of the
Senior Notes, pursuant to the requirements of the Senior Note
Indenture, any and all outstanding Senior Notes at a purchase
price of 101% of the principal amount of such Senior Notes, plus
accrued and unpaid interest thereon (the "Change of Control
Offer");
WHEREAS, holders tendering Senior Notes pursuant to the
terms of the Senior Notes Tender Offer will also be required to
execute and deliver a consent to certain amendments to the Senior
Note Indenture (collectively, the "Indenture Amendments"), each
of which amendments is set forth in the Supplemental Indenture
(as such term is defined below), in order to, among other
things, delete all provisions providing for the granting of
security, delete all provisions providing for the provision of
guarantees, delete or modify certain restrictive covenants
regarding debt, liens, dividends and other distributions, and
other matters with respect to the Company, and delete certain
events of default;
WHEREAS, it is condition to the Senior Notes Tender Offer
that at least 50.1% of the aggregate principal amount of Senior
Notes outstanding be tendered and that the holders of at least
50.1% of the aggregate principal amount of Senior Notes
outstanding deliver written consents to the Indenture Amendments;
WHEREAS, at the time of delivery of written consents to the
Indenture Amendments representing not less than 50.1% of the
aggregate principal amount of Senior Notes outstanding (the
"Required Consents"), the Company and the Trustee will enter into
the Supplemental Indenture;
WHEREAS, each of the Borrower, the Company and the Company's
Subsidiaries has requested that the Administrative Agent and
Lender Parties amend the Credit Agreement and supplement certain
of the other Loan Documents to permit the financing under the
Working Capital Facility of the Senior Notes Tender Offer and
Change of Control Offer on the terms set forth in the Offer, to
make such changes as will be necessitated by the execution and
delivery of the Supplemental Indenture effectuating each of the
Indenture Amendments at the time of delivery of the Required
Consents and to amend certain other provisions of the Credit
Agreement; and
WHEREAS, the Administrative Agent and Lender Parties are
agreeable to the foregoing, including, without limitation, the
Senior Notes Tender Offer and the Supplemental Indenture, in each
instance as and to the extent set forth in this Amendment and
subject to each of the terms and conditions stated herein.
NOW THEREFORE, in consideration of the premises and the
mutual covenants set forth herein and of the loans or other
extensions of credit heretofore, now or hereafter made to, or for
the benefit of, the Borrower by the Lender Parties, including,
without limitation, the provision by the Lenders of financing
under the Working Capital Facility as set forth in this Amendment
for the Senior Notes Tender Offer and Change of Control Offer on
the terms set forth herein and in the Offer, the parties hereto
hereby agree as follows:
1. Definitions. Except to the extent otherwise specified
herein, capitalized terms used in this Amendment shall have the
same meanings ascribed to them in the Credit Agreement.
2. Amendments.
2.1 Section 1.01 of the Credit Agreement, Definitions
and Accounting Terms, is amended to include the following
definitions in their appropriate alphabetic order:
"Change of Control Offer" means the offer
made by the Company, deriving from the right of holders
of Senior Notes under the Senior Note Indenture to
require the Company to purchase Senior Notes at 101% of
their principal amount plus accrued and unpaid interest
thereon because of a "change of control" of the
Company, to repurchase Senior Notes pursuant to the
terms and conditions of Article Twelve of the Senior
Note Indenture and the Offer.
"Guaranty Supplement" means a Guaranty Supplement
in substantially the form of Exhibit A attached to the
Guaranty and Exhibit 4.1C attached hereto.
"Indenture Amendments" means the amendments to the
Senior Note Indenture which are described in the Offer and
set forth in the Supplemental Indenture.
"Intellectual Property Security Agreement
Supplement" means an Intellectual Property Security
Agreement Supplement in substantially the form of Exhibit A
attached to the Intellectual Property Security Agreement and
Exhibit 4.1E attached hereto.
"Offer" means that certain Offer to Purchase
and Solicitation of Consents and accompanying Consent
and Letter of Transmittal, each in substantially the
form attached hereto as Exhibit 4.2A and Exhibit 4.2AA,
respectively, with any changes from either such form to
be subject to the prior approval of the Administrative
Agent, in its sole discretion.
"Required Consents" means consents to the
Indenture Amendments delivered by the holders of not less
than 50.1% of the aggregate principal amount of Senior Notes
outstanding. Under the terms of the Offer, each holder of
Senior Notes which tenders Senior Notes pursuant to the
Senior Notes Tender Offer must also deliver a consent to the
Indenture Amendments.
"Security Agreement Supplement" means a Security
Agreement Supplement in substantially the form of Exhibit D
attached to the Security Agreement and Exhibit 4.1D attached
hereto.
"Senior Notes Tender Offer" means the tender
offer made by the Company to purchase the Senior Notes
for aggregate consideration not to exceed $80,000,000
(assuming all of the Senior Notes are purchased by the
Company and inclusive of all related fees and expenses
payable by the Borrower, the Company or any other
Subsidiary of the Borrower; provided, however, that, in
the event that not all of the Senior Notes are so
purchased by the Company, such $80,000,000 amount shall
be proportionally reduced), plus accrued and unpaid
interest on the Senior Notes, pursuant to the terms and
conditions of the Offer and subject to the delivery by
all tendering holders of Senior Notes of consents to
the Indenture Amendments.
"Supplemental Indenture" means that certain
Supplemental Indenture, by and between the Company and
Chemical Trust Company of California, in substantially
the form attached hereto as Exhibit 4.2C, with any
changes from such form to be subject to the prior
approval of the Administrative Agent, in its sole
discretion.
2.1.1 The definition of "EBITDA" set forth in
Section 1.01 of the Credit Agreement is amended by adding the
following at the end of such definition: "; provided, however,
that in determining EBITDA for any period there shall be excluded
from such determination any effect based upon the payment of a
premium on Senior Notes tendered pursuant to the Senior Notes
Tender Offer or Change of Control Offer."
2.1.2 The definition of "Guarantors" set forth in
Section 1.1 of the Credit Agreement is amended by deleting clause
(ii) of such definition in its entirety and replacing it with
"(ii) the Company and each Significant Subsidiary of the Company,
and".
2.2 For all purposes of this Amendment and the Credit
Agreement, the phrase "Senior Notes outstanding" shall not
include Senior Notes owned or otherwise held by the Company or
any of its affiliates, it being understood that Senior Notes held
by the Company or an affiliate shall not be deemed to be, or be
treated as, outstanding. For purposes of this Section 2.2, the
term "affiliate" shall have the meaning ascribed thereto in the
Senior Note Indenture.
2.3 Section 2.01(c) of the Credit Agreement is amended
by deleting the second paragraph of such existing Section 2.01(c)
in its entirety and replacing it with the following:
"75,000,000 (`Note Repurchase Sub-
Facility') of the Working Capital Commitments
is solely available to finance (i) the Senior
Notes Tender Offer and (ii) the Change of
Control Offer, in each instance pursuant to
the terms of, and subject to the prior
satisfaction of all conditions precedent set
forth in, the Offer, including, without
limitation, in the case of the Senior Notes
Tender Offer, the requirement set forth in
the Offer that at least 50.1% of the
aggregate principal amount of Senior Notes
outstanding be tendered and that Required
Consents be delivered. Amounts shall be
drawn in not more than two draws under the
Note Repurchase Sub-Facility, subject to the
prior satisfaction of all conditions
precedent with respect to the Offer,
including, without limitation, in the case of
the Senior Notes Tender Offer, the
requirement set forth in the Offer that at
least 50.1% of the aggregate principal amount
of Senior Notes outstanding be tendered and
that Required Consents be delivered. Insofar
as any amounts available under the Note
Repurchase Sub-Facility are not drawn to
finance the Senior Notes Tender Offer or
Change of Control Offer, any remaining
availability under the Note Repurchase Sub-
Facility shall immediately terminate and the
Lender Parties' Working Capital Commitments
shall be ratably and irrevocably reduced by
such amount."
2.4 Section 2.14 of the Credit Agreement is amended by
deleting the proviso beginning in the sixth line of such existing
Section 2.14 and replacing it with the following:
"provided, however, that the Note
Repurchase Sub-Facility shall be
solely available to finance the
repurchase of Senior Notes pursuant
to the Senior Notes Tender Offer
and Change of Control Offer,
subject to the prior satisfaction
of all conditions precedent set
forth in the Offer, including,
without limitation, in the case of
the Senior Notes Tender Offer, the
requirement set forth in the Offer
that at least 50.1% of the
aggregate principal amount of
Senior Notes outstanding be
tendered and that Required Consents
be delivered; and, provided,
further, that, subject to the prior
satisfaction of all conditions
precedent with respect to the Offer
and all of the conditions precedent
to the making of a Working Capital
Advance under the Note Repurchase
Sub-Facility, to the extent that
$75,000,000 is insufficient to
finance the repurchase of all
Senior Notes tendered pursuant to
the Senior Notes Tender Offer and
Change of Control Offer, proceeds
of other Working Capital Advances
may be used to finance the
repurchase of Senior Notes tendered
pursuant to the Senior Notes Tender
Offer and Change of Control Offer."
2.5 Section 5.01(m)(ii) of the Credit Agreement is
amended by deleting from such existing Section 5.01(m)(ii) the
following language:
"; provided, however, that no Guaranty
shall be required if it violates the terms of
the Senior Note Indenture" and replacing it
with ".".
2.6 Section 5.01(m)(iii) of the Credit Agreement is
amended by deleting from such existing Section 5.01(m)(iii) the
following language:
"; provided, however, that no such
pledge shall be required if it violates the
terms of the Senior Note Indenture" and
replacing it with ".".
2.7 Section 5.01(m)(iv) of the Credit Agreement is
amended by deleting the last sentence of such existing Section
5.01(m)(iv) in its entirety.
2.8 Section 5.01(r) of the Credit Agreement is amended
by deleting such existing Section 5.01(r) in its entirety and
replacing it with the following:
"(r) [Intentionally left blank]."
2.9 Section 5.02(k) of the Credit Agreement is amended
by deleting clause (C) of clause (i) of such existing Section
5.02(k) in its entirety and replacing it with the following:
"(C) repurchase of Senior Notes
(1) pursuant to the terms of, and subject to
the prior satisfaction of all conditions with
respect to, the Change of Control Offer and
(2) pursuant to the terms of, and subject to
the prior satisfaction of all conditions with
respect to, the Senior Notes Tender Offer,
including, without limitation, the
requirement that at least 50.1% of the
aggregate principal amount of Senior Notes
outstanding be tendered and that Required
Consents be delivered,".
2.10 Section 5.02(n) of the Credit Agreement is amended
by deleting such existing Section 5.02(n) in its entirety and
replacing it with the following:
"(n) Negative Pledge. Enter into or
suffer to exist, or permit any of its
Subsidiaries to enter into or suffer to
exist, any agreement prohibiting or
conditioning the creation or assumption of
any Lien upon any of its properties or assets
other than as provided in the Loan
Documents."
2.11 Section 5.02(o) of the Credit Agreement is amended
by deleting from the sixth line of such existing Section 5.02(o)
the words "Pledge Agreement" and replacing them with the words
"Security Agreement".
2.12 Schedule 4.01(r) to the Credit Agreement, Pledged
Foreign Subsidiaries, is amended to supplement such existing
Schedule 4.01(r) by adding thereto a new Schedule 4.01(r) --
Part II, which Schedule 4.01(r) -- Part II is attached hereto as
"Schedule 4.01(r) -- Part II".
3. Representations and Warranties of the Borrower. The
Borrower hereby represents as follows:
3.1 Each of the representations and warranties set
forth in the Credit Agreement, including, without limitation, in
Article IV of the Credit Agreement, and in each other Loan
Document, is true, correct and complete on and as of the date
hereof as though made on the date hereof. In addition, the
Borrower hereby represents, warrants and affirms that the Credit
Agreement and each of the other Loan Documents remains in full
force and effect.
3.2 As of the date hereof, and after giving effect to
the transactions contemplated by the Offer, including, without
limitation, the Senior Notes Tender Offer, Change of Control
Offer and execution and delivery of the Supplemental Indenture
effectuating the Indenture Amendments, there exists no Default or
Event of Default under the Credit Agreement or any other Loan
Document, and no event which, with the giving of notice or lapse
of time, or both, would constitute a Default or Event of Default.
3.3 The execution, delivery and/or performance by each
applicable Loan Party of this Amendment, the Guaranty
Supplements, the Security Agreement Supplements, the Intellectual
Property Security Agreement Supplements, each other Loan
Document, each document comprising or effectuating the Senior
Notes Tender Offer, Indenture Amendments or Change of Control
Offer, and the Supplemental Indenture, and each other agreement
and document related to or contemplated by the foregoing to which
it is or is to be a party or otherwise bound, and the
consummation of the Senior Notes Tender Offer, Indenture
Amendments or Change of Control Offer, and Supplemental Indenture
and the other transactions contemplated hereby or thereby, are
within such Loan Party's corporate powers, have been duly autho-
rized by all necessary corporate action, and do not, and will
not, (i) contravene such Loan Party's charter or bylaws,
(ii) violate any law (including, without limitation, the
Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended), rule, regulation (including, without
limitation, Regulation G, T, U or X of the Board of Governors of
the Federal Reserve System), order, writ, judgment, injunction,
decree, determination or award, (iii) conflict with or result in
the breach of, or constitute a default under, any material
contract, loan agreement, indenture, including, without
limitation, the Senior Note Indenture as amended by the
Supplemental Indenture, mortgage, deed of trust, lease or other
material instrument or agreement binding on or affecting any Loan
Party, any of its Subsidiaries or any of their respective
properties or (iv) except for the Liens created under the
Collateral Documents, result in or require the creation or
imposition of any Lien upon or with respect to any of the
properties of any Loan Party or any of its Subsidiaries. No Loan
Party or any of its Subsidiaries is in violation of any such law,
rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan
agreement, indenture, including, without limitation, the Senior
Note Indenture as amended by the Supplemental Indenture,
mortgage, deed of trust, lease or other instrument or agreement,
the violation or breach of which could reasonably be expected to
have a Material Adverse Effect.
3.4 Each of this Amendment and each other Loan
Document has been duly executed and delivered by each Loan Party
party thereto. Each of this Amendment and each other Loan
Document is the legal, valid and binding obligation of each Loan
Party party thereto, enforceable against such Loan Party in
accordance with its terms. On or prior to the closing date of
this Amendment, the Supplemental Indenture shall have been duly
executed and delivered by the Company and each other Loan Party
party thereto and the Trustee and the Supplemental Indenture
shall constitute the legal, valid and binding obligation of each
of the parties thereto, shall be legal, valid and binding on each
of the holders of Senior Notes and shall be enforceable against
all interested parties in accordance with its terms.
3.5 No authorization or approval or other action by,
and no notice to or filing with, any governmental authority or
regulatory body or any other third party is required for (i) the
due execution, delivery, recordation, filing or performance by
any Loan Party of this Amendment, the Guaranty Supplements, the
Security Agreement Supplements, the Intellectual Property
Security Agreement Supplements, any other Loan Document, any
document comprising or effectuating the Senior Notes Tender
Offer, Indenture Amendments or Change of Control Offer, or the
Supplemental Indenture, or any other agreement or document
related thereto or contemplated thereby to which it is or is to
be a party or otherwise bound, or for the consummation of the
Senior Notes Tender Offer, Indenture Amendments, Change of
Control Offer or Supplemental Indenture or the other transactions
contemplated hereby or thereby, (ii) the grant by any Loan Party
of the Liens granted by it pursuant to the Collateral Documents,
(iii) the perfection or maintenance of the Liens created by the
Collateral Documents (including the first and only priority
nature thereof) or (iv) the exercise by the Administrative Agent
or any Lender Party of its rights under the Loan Documents or
remedies in respect of the Collateral pursuant to the Collateral
Documents.
3.6 The Collateral Documents create, or will on the
closing date of this Amendment create, in favor of the Adminis-
trative Agent, for the ratable benefit of the Lender Parties, a
valid and perfected first priority security interest in the
Collateral (which Collateral includes, without limitation, all of
the personal property, whether now owned or hereafter acquired
and all of the products and proceeds thereof, of the Borrower and
each Guarantor, including, without limitation, the Company and
each of its Domestic Significant Subsidiaries, and all of the
outstanding capital stock of each of the Borrower's Domestic
Significant Subsidiaries, including, without limitation, the
Company and its Domestic Significant Subsidiaries, and such of
the Borrower's Foreign Subsidiaries as are listed on
Schedule 4.01(r), as amended by Schedule 4.01(r) -- Part II)
securing the payment of the Obligations, and all filings and
other actions necessary or reasonably desirable to perfect and
protect such security interest have been duly taken or, in the
case of security interests in Collateral granted by the Company
or one of its Subsidiaries, will be taken on or prior to the
closing date of this Amendment. The Loan Parties are the legal
and beneficial owners of the Collateral free and clear of any
Lien, except for the liens and security interests created or
expressly permitted under the Loan Documents.
4. Conditions Precedent to Amendments. The obligation of
each Working Capital Lender to make a Working Capital Advance
under the Note Repurchase Sub-Facility or as otherwise
contemplated by Section 2.14 of the Credit Agreement, as such
Section 2.14 is amended pursuant to this Amendment, to finance
the Senior Notes Tender Offer or Change of Control Offer, and the
effectiveness of the amendments contained in Article 2 of this
Amendment, are each and all subject to the satisfaction, in form
and substance satisfactory to the Administrative Agent, of each
of the following conditions precedent:
4.1 Conditions Precedent to Borrowing. Each of the
conditions precedent set forth in Section 3.01 and Section 3.03
of the Credit Agreement shall have been satisfied or waived in
accordance with the terms of the Credit Agreement.
4.2 Amendment Documentation.
(a) The Borrower shall have duly executed and
delivered this Amendment.
(b) L Acquisition and Lift-Tech shall each have
executed and delivered the reaffirmation and confirmation
attached hereto.
(c) Guaranty. The Company and each of its
Domestic Significant Subsidiaries shall have executed and
delivered a Guaranty Supplement in substantially the form of
Exhibit 4.1C attached hereto, and otherwise in form and substance
reasonably satisfactory to the Administrative Agent, and thereby
have become a guarantor under the Guaranty.
(d) Security Agreement. The Company and each of
its Domestic Significant Subsidiaries shall have executed and
delivered a Security Agreement Supplement in substantially the
form of Exhibit 4.1D attached hereto, and otherwise in form and
substance reasonably satisfactory to the Administrative Agent,
and thereby have become a grantor under the Security Agreement.
The Company and each of its Domestic Significant Subsidiaries
shall have delivered, in connection therewith:
(i) acknowledgment copies or stamped receipt
copies of proper financing statements, or other
confirmation or arrangements reasonably satisfactory to
the Administrative Agent of or for the filing of proper
financing statements, under the Uniform Commercial Code
in all jurisdictions that the Administrative Agent may
deem necessary or desirable in order to perfect and
protect the first and only priority liens and security
interests created under the Security Agreement, as
supplemented by each of the foregoing required Security
Agreement Supplements, covering the Collateral
described in the Security Agreement, as so
supplemented;
(ii) completed requests for information listing
the financing statements referred to in clause (i)
above and all other effective financing statements
filed in the jurisdictions referred to in clause (i)
above that name the Company or any of its Domestic
Significant Subsidiaries as debtor, together with
copies of all such other financing statements;
(iii) evidence of the completion of all other
recordings and filings of or with respect to the
Security Agreement, as supplemented by each of the
foregoing required Security Agreement Supplements, that
the Administrative Agent may deem necessary or
desirable in order to perfect and protect the Liens
created thereby;
(iv) evidence of the insurance required by the
terms of the Security Agreement, as supplemented by
each of the foregoing required Security Agreement
Supplements;
(v) copies of the Assigned Agreements, if any,
referred to in the Security Agreement, as supplemented
by each of the foregoing required Security Agreement
Supplements, together with a consent to such
assignments, if any, in substantially the form of
Exhibit C to the Security Agreement, duly executed by
each party to such Assigned Agreements;
(vi) certificates representing the Pledged Shares
referred to in the Security Agreement, as supplemented
by each of the foregoing required Security Agreement
Supplements, accompanied by undated stock powers
executed in blank; and
(vii) evidence that all other actions that the
Administrative Agent may deem necessary or desirable in
order to perfect and protect the first and only
priority liens and security interests created under the
Security Agreement, as supplemented by each of the
foregoing required Security Agreement Supplements, have
been taken.
(e) Intellectual Property Security Agreement.
The Company and each of its Domestic Significant Subsidiaries
shall have executed and delivered an Intellectual Property
Security Agreement Supplement in substantially the form of
Exhibit 4.1E attached hereto, and otherwise in form and substance
reasonably satisfactory to the Administrative Agent, and thereby
have become a grantor under the Intellectual Property Security
Agreement.
(f) Secretary's Certificate. The Borrower shall
have delivered copies, duly certified by the Secretary or an
Assistant Secretary of the Borrower, of (i) resolutions of the
Borrower's Board of Directors authorizing the execution and
delivery of this Amendment, the Senior Notes Tender Offer
pursuant to the Offer, the Change of Control Offer pursuant to
the Offer, the Supplemental Indenture effectuating each of the
Indenture Amendments, and the other agreements, instruments and
documents contemplated hereby and thereby, and the transactions
contemplated hereby and thereby, (ii) all documents evidencing
other necessary corporate action, if any, and (iii) all approvals
or consents, if any, necessary with respect to this Amendment,
the Senior Notes Tender Offer pursuant to the Offer, the Change
of Control Offer pursuant to the Offer, the Supplemental
Indenture effectuating each of the Indenture Amendments, and the
other agreements, instruments and documents contemplated hereby
and thereby, and the transactions contemplated hereby and
thereby.
(g) Incumbency Certificate. The Borrower shall
have delivered a certificate of the Secretary or an Assistant
Secretary of the Borrower certifying the names of the Borrower's
officers authorized to sign this Amendment, each of the
agreements and documents comprising or effectuating the Senior
Notes Tender Offer, Indenture Amendments or Change of Control
Offer, and the Supplemental Indenture, and all other documents,
certificates, instruments or agreements to be delivered hereunder
or thereunder or in connection herewith or therewith, together
with the true signatures of such officers.
(h) Opinions of Counsel. The Lender Parties
shall have received opinions of counsel for the Borrower and the
Company and its Subsidiaries, each in form and substance
satisfactory to, and covering such matters as are requested by,
the Administrative Agent and its counsel and each to include an
express statement to the effect that the Administrative Agent and
Lender Parties are authorized to rely on such opinion.
(i) Officer's Certificate. The Borrower shall
have delivered to the Administrative Agent a certificate signed
by a duly authorized officer of the Borrower stating that (i) the
representations and warranties contained in this Amendment and
each other Loan Document are true and correct on and as of the
closing date of this Amendment, before and after giving effect to
the transactions contemplated hereby, as though made on and as of
such closing date, (ii) no event has occurred and is continuing,
or would result from the transactions contemplated hereby, that
constitutes a Default, and (iii) the Borrowing Base exceeds, on
and as of the closing date, and will exceed, after giving effect
to the transactions contemplated hereby, the aggregate principal
amount of Working Capital Advances plus Swing Line Advances plus
Letter of Credit Advances plus the aggregate Available Amount of
all Letters of Credit outstanding.
(j) No New UCC-1 Filings. The Administrative
Agent shall have received a certificate signed by a duly
authorized officer of the Borrower, L Acquisition, Lift-Tech, the
Company and each of the other Guarantors stating that, on and as
of the closing date of this Amendment, no new UCC-1 Financing
Statement, other financing statement, mortgage or other
instrument perfecting any Lien has been filed with respect to any
real or personal property owned, leased or otherwise held by the
Borrower, L Aquisition, Lift-Tech, the Company or any Guarantor
since October 15, 1996.
(k) Solvency. The Borrower, L Acquisition, Lift-
Tech, the Company and each of its Significant Domestic
Subsidiaries shall have delivered a letter from its chief
financial officer, in form and substance satisfactory to the
Administrative Agent, attesting to the Solvency (as such term is
defined in Section 3.01(h) of the Credit Agreement) of such
Guarantor, in each case individually and together with its
Subsidiaries, taken as a whole, immediately before and
immediately after giving effect to the transactions, including,
without limitation, consummation of the Senior Notes Tender Offer
and Change of Control Offer, contemplated by this Amendment.
(l) Other. The Borrower, the Company and their
Subsidiaries shall have delivered such other documents and taken
such other actions as the Administrative Agent may reasonably
request.
4.3 Tender Offer and Indenture Documentation.
(a) Offer. The Company shall have delivered
copies, duly certified by the Secretary or an Assistant Secretary
of the Company, of the Offer to Purchase and Solicitation of
Consents and Consent and Letter of Transmittal, substantially in
the forms of Exhibit 4.2A and Exhibit 4.2AA hereto, respectively,
with any changes from either such form to be subject to the prior
approval of the Administrative Agent, in its sole discretion.
(b) Evidence of Satisfaction of Minimum Tender
Condition for the Senior Notes Tender Offer and Receipt of
Required Consents. The Company shall have delivered to the
Administrative Agent written evidence, in form and substance
satisfactory to the Administrative Agent, that holders of at
least 50.1% of the Senior Notes have tendered their Senior Notes
pursuant to and in compliance with the terms and conditions of
the Senior Notes Tender Offer and holders of at least 50.1% of
the Senior Notes outstanding have delivered consents to the
Indenture Amendments and, accordingly, that the Required Consents
have been received.
(c) Supplemental Indenture. The Company shall
have delivered a copy, duly certified by the Secretary or an
Assistant Secretary of the Company, of the Supplemental Indenture
duly executed and delivered by all parties thereto, including,
without limitation, the Company and the Trustee. The
Supplemental Indenture shall be in full force and effect and
shall be substantially in the form of Exhibit 4.2C hereto with
any changes to such form to be subject to the prior approval of
the Administrative Agent, in its sole discretion.
(d) Secretary's Certificate. The Company shall
have delivered copies, duly certified by its Secretary or
Assistant Secretary, of (i) resolutions of its Board of Directors
authorizing the Senior Notes Tender Offer pursuant to the Offer,
the Change of Control Offer pursuant to the Offer, the execution
and delivery of the Supplemental Indenture effectuating each of
the Indenture Amendments and the execution and delivery of a
Guaranty Supplement, a Security Agreement Supplement, an
Intellectual Property Security Agreement Supplement and any other
Loan Document to which the Company is or is to be a party,
(ii) all documents evidencing other necessary corporate action,
if any, and (iii) all approvals or consents, if any, necessary
with respect to the Senior Notes Tender Offer pursuant to the
Offer, the Change of Control Offer pursuant to the Offer, the
Supplemental Indenture, the Guaranty Supplement, the Security
Agreement Supplement, the Intellectual Property Security
Agreement Supplement and the other agreements, instruments and
documents contemplated hereby and thereby, and the transactions
contemplated hereby and thereby.
(e) Incumbency Certificate. The Company shall
have delivered a certificate of its Secretary or Assistant
Secretary certifying the names of its officers authorized to sign
a Guaranty Supplement, a Security Agreement Supplement, an
Intellectual Property Security Agreement Supplement, the
Supplemental Indenture and all other documents, certificates,
instruments or agreements to be delivered thereunder or in
connection therewith, together with the true signatures of such
officers.
(f) Subsidiary Secretary's Certificates. Each of
the Company's Domestic Significant Subsidiaries shall have
delivered copies, duly executed by its Secretary or Assistant
Secretary, of (i) resolutions of its Board of Directors
authorizing the execution and of a Guaranty Supplement, a
Security Agreement Supplement, an Intellectual Property Security
Agreement Supplement and any other Loan Documents to which such
Subsidiary is or is to be a party, (ii) all documents evidencing
other necessary corporate action, if any, and (iii) all approvals
or consents, if any, necessary with respect to the Guaranty
Supplement, the Security Agreement Supplement, the Intellectual
Property Security Agreement Supplement and the other agreements,
instruments and documents contemplated hereby and thereby, and
the transactions contemplated hereby and thereby.
(g) Subsidiary Incumbency Certificates. Each of
the Company's Domestic Significant Subsidiaries shall have
delivered a certificate of its Secretary or Assistant Secretary
certifying the names of its officers authorized to sign a
Guaranty Supplement, a Security Agreement Supplement, an
Intellectual Property Security Agreement Supplement and all other
documents, certificates, instruments or agreements to be
delivered thereunder or in connection therewith, together with
the true signatures of such officers.
4.4 No Default. As of the closing date of this
Amendment, and after giving effect to the Senior Notes Tender
Offer, Change of Control Offer, Supplemental Indenture
effectuating the Indenture Amendments and each of the other
transactions contemplated hereby and thereby, no Default or Event
of Default shall have occurred and be continuing.
4.5 Representations and Warranties. The
representations and warranties set forth in Article 3 hereof
shall be true, correct and complete on and as of the closing date
of this Amendment as though made on such date.
4.6 Insurance. The Administrative Agent shall be
satisfied with the amount, types and terms and conditions of all
insurance maintained by the Company and its Domestic Subsidiar-
ies, and the Administrative Agent shall have received
endorsements naming the Administrative Agent, on behalf of the
Lender Parties, as an additional insured and/or loss payee under
all insurance policies to be maintained with respect to the
properties of the Company and its Domestic Subsidiaries forming
any part of the Collateral under the Security Agreement, as
supplemented by the Security Agreement Supplements, and the other
Loan Documents.
4.7 Landlord Waivers. The Administrative Agent shall
have received a duly executed landlord waiver from all landlords
and leasehold mortgage holders with respect to any Inventory,
Equipment or other Collateral owned by the Company or any other
Guarantor which is located at a location that is not owned by the
Company or a Domestic Subsidiary, as deemed necessary or
desirable in the Administrative Agent's discretion in order to
preserve or otherwise protect the Administrative Agent's rights
in the Collateral on behalf of itself and the Lender Parties.
4.8 Other. The Administrative Agent shall have
received such other approvals, opinions or documents as any
Lender through the Administrative Agent may reasonably request,
the Borrower, the Company and their Subsidiaries shall have taken
all such other actions as any Lender through the Administrative
Agent may reasonably request, and all legal matters incident to
the foregoing shall be satisfactory to the Administrative Agent.
5. Regarding the Supplemental Indenture. The Borrower
hereby covenants and agrees to cause the Company to take all
actions as may be necessary or desirable in order to amend the
Senior Notes Indenture in accordance with the terms of the
Supplemental Indenture, thereby effectuating the Indenture
Amendments, as promptly as is possible. Without limiting the
generality of the foregoing, the Borrower covenants and agrees to
cause the Company to execute and deliver the Supplemental
Indenture as soon as is possible, take all steps necessary or
desirable in order to obtain the Required Consents as soon as is
possible, and take all steps as may be necessary or desirable in
order to ensure that the Trustee executes and delivers the
Supplemental Indenture concurrently with receipt of the Required
Consents.
6. Effectiveness of Amendments. This Amendment,
including, without limitation, the amendments contemplated by
Article 2 hereof, shall not become effective unless and until
each of the conditions precedent set forth in Article 4 hereof
has been satisfied. Each of such conditions precedent must be
satisfied on or prior to January 15, 1997.
7. Reference to and Effect Upon the Credit
Agreement and other Loan Documents.
7.1 Except as specifically amended in Article 2 above,
the Credit Agreement and each of the other Loan Documents shall
remain in full force and effect and each is hereby ratified and
confirmed.
7.2 The execution, delivery and effect of this
Amendment shall be limited precisely as written and shall not be
deemed to (i) be a consent to any waiver of any term or condition
or to any amendment or modification of any term or condition of
the Credit Agreement or any other Loan Document, except, upon the
effectiveness, if any, of this Amendment, as specifically amended
in Article 2 above, or (ii) prejudice any right, power or remedy
which the Administrative Agent or any Lender Party now has or may
have in the future under or in connection with the Credit
Agreement or any other Loan Document. Upon the effectiveness, if
any, of this Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof", "herein" or any other
word or words of similar import shall mean and be a reference to
the Credit Agreement as amended hereby, and each reference in any
other Loan Document to the Credit Agreement or any word or words
of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
8. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be
deemed an original, but all such counterparts shall constitute
one and the same instrument.
9. Costs and Expenses. The Borrower shall pay on demand
all reasonable fees, costs and expenses incurred by
Administrative Agent in connection with the preparation,
execution and delivery of this Amendment (including, without
limitation, all reasonable attorneys' fees).
10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO
CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.
11. Headings. Article headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first
written above.
COLUMBUS MCKINNON CORPORATION
By: /s/ Robert L. Montgomery
Title: Executive Vice President
FLEET BANK, as Administrative Agent
By: /s/ John J. Larry
Title: Vice President
FLEET BANK, as Initial Issuing Bank
By: /s/ John J. Larry
Title: Vice President
FLEET BANK, as Swing Line Bank
By: /s/ John J. Larry
Title: Vice President
Lenders
FLEET BANK
By: /s/ John J. Larry
Title: Vice President
Lenders
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as a Co-Agent
and Lender
By: /s/ Tom Moliter
Title: Vice President
Lenders
GOLDMAN SACHS CREDIT PARTNERS
L.P., as a Co-Agent and Lender
By: /s/ John E. Urban
Title: Authorized Signer
Lenders
MARINE MIDLAND BANK
By: /s/ Cary J. Haller
Title: Vice President
Lenders
BANKERS TRUST COMPANY
By: /s/ Christopher Kinslow
Title: Vice President
Lenders
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ Stephen J. Wydysk
Title: Vice President
Lenders
MELLON BANK, N.A.
By: /s/ Sam S. Pepper, Jr.
Title: Vice President
Lenders
NATIONSBANK, N.A.
By: /s/ Thomas J. Kane
Title: Corporate Finance Officer
Lenders
THE BANK OF NOVA SCOTIA
By: J. Alan Edwards
Title: Authorized Signatory
Lenders
KEYBANK NATIONAL ASSOCIATION
By: /s/ Karen A. Lee
Title: Vice President
Lenders
ABN-AMRO BANK N.V. NEW YORK
BRANCH
By: /s/ Frances O. Logan
Title: Vice President
By: /s/ John M. Kinney
Title: Assistant Vice President
Lenders
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Debbie A. Greene
Title: Vice President
Lenders
CRESCENT/MACH I PARTNERS, L.P.
BY TCW ASSET MANAGEMENT COMPANY
ITS INVESTMENT MANAGER
By: /s/ Justin L. Driscoll
Title: Vice President
Lenders
ALLSTATE INSURANCE COMPANY
By: /s/ Jerry D. Zinkula
Title: Authorized Signatory
By: /s/ Patricia W. Wilson
Title: Assistant Vice President
Lenders
ALLSTATE LIFE INSURANCE COMPANY
By: /s/ Jerry D. Zinkula
Title: Authorized Signatory
By: /s/ Patricia W. Wilson
Title: Assistant Vice President
Lenders
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: /s/ Mary Ann McCarthy
Title: Managing Director
Lenders
PILGRIM AMERICA PRIME RATE TRUST
By: /s/ Thomas C. Hunt
Title: Portfolio Analyst
Lenders
NATIONAL CITY BANK OF
PENNSYLVANIA
By: /s/ Stephen C. Findlay
Title: Senior Vice President
Lenders
KEYPORT LIFE INSURANCE COMPANY
By: /s/ David T. H. Yin
Title: Assistant Vice President
Lenders
VAN KAMPEN AMERICAN CAPITAL
PRIME RATE INCOME TRUST
By: /s/ Jeffrey W. Maillet
Title: Senior Vice President -
Portfolio Manager
Lenders
SUMITOMO BANK LIMITED
By: /s/ William N. Paty
Title: Vice President & Manager
By: /s/ J. Drum
Title: Vice President (NY Office)
Lenders
COMERICA BANK
By: /s/ Chris Georvassilis
Title: Vice President
Lenders
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: /s/
Title: Vice President & Portfolio
Manager
The undersigned hereby acknowledge and agree to this
Amendment, and agree that the Guaranty, dated October 16, 1996,
the Security Agreement, dated October 16, 1996, the Intellectual
Property Security Agreement, dated October 16, 1996, and each
other Loan Document executed by the undersigned shall remain in
full force and effect and each is hereby ratified and confirmed
this 14th day of November, 1996.
L ACQUISITION CORPORATION
By: /s/ Robert L. Montgomery
Title: Treasurer
LIFT-TECH INTERNATIONAL, INC.
By: /s/ Robert L. Montgomery
Title: Treasurer
Exhibit 99
SPRECKELS INDUSTRIES AMENDS TENDER OFFER
FOR 11-1/2% SENIOR SECURED NOTES DUE 2000
November 29, 1996 -- Columbus McKinnon Corporation
announced today that its majority-owned subsidiary, Spreckels
Industries, Inc., now known as Yale Industries, Inc. (NASDAQ
National Market Symbol: YALE) (the "Company"), has amended its
tender offer and the consent solicitation (the "Tender Offer")
for all $70 million of the Company's 11-1/2% Senior Secured Notes
due 2000 (the "Notes") to increase the potential aggregate
consideration to be paid in the Tender Offer to 108.250% of the
outstanding principal amount of the Notes.
Under the Tender Offer, which was commenced November 15,
1996, the Company had been offering to purchase all of the Notes
for 108.125% of the principal amount of the Notes. The Company
amended the Tender Offer to increase the aggregate consideration
to be paid in the Tender Offer to 108.250% of the outstanding
principal amount of the Notes, which consideration will consist
of (i) an offer to purchase the Notes for 106.750% of the
principal amount of the Notes, and (ii) a consent solicitation
payment of 1.500% of principal amount of Notes to holders who
deliver consents to certain proposed amendments in the Indenture
pursuant to which the Notes were issued on or prior to the
Consent Date (as defined below).
The expiration date for the Tender Offer is 5:00 p.m.,
New York City time on Friday, December 13, 1996. The Company
intends to execute a supplemental indenture providing for the
proposed amendments if consents from a majority in aggregate
principal amount of the outstanding Notes are received by that
date, or if not obtained by that date, upon obtaining such
consents (the "Consent Date"). The consent payment will not be
paid to holders of Notes who tender after the Consent Date.
The proposed amendments to the Indenture would
eliminate substantially all of the restrictive covenants, certain
event of default provisions and all provisions relating to
guarantees of the Notes by the Company's subsidiaries and
security for the Notes.
Consummation of the Tender Offer remains conditioned
on, among other things, the Company's receipt of tenders of Notes
and delivery of Consents by holders of Notes constituting a
majority in aggregate principal amount of the outstanding Notes.
The Dealer Manager for the Tender Offer is Bear,
Stearns & Co. Inc.