Exhibit 10.2
WAIVER AND AMENDMENT
This WAIVER AND AMENDMENT ("Waiver and Amendment") is made as of August
9, 1999 by and among PRECISION PARTNERS, INC., a Delaware corporation (the
"BORROWER"), PRECISION PARTNERS HOLDING COMPANY, a Delaware corporation, MID
STATE MACHINE PRODUCTS, a Maine corporation, GALAXY INDUSTRIES CORPORATION, a
Michigan corporation, CERTIFIED FABRICATORS, INC., a California corporation,
CALBRIT DESIGN, INC., a California corporation, GENERAL AUTOMATION, INC., an
Illinois corporation, and NATIONWIDE PRECISION PRODUCTS CORP., a New York
corporation, the Lenders listed on the signature pages hereof (the "Lenders")
and CITICORP U.S.A., INC., as Administrative Agent for the Lenders (in such
capacity, the "Agent"). This agreement is made with reference to that certain
Credit Agreement dated as of March 19, 1999, by and among the Borrower, the
Guarantors, the Agent, Bank of America, N.A. (successor to NationsBank, N.A.),
as Syndication Agent, Sun Trust Bank, Atlanta, as Documentation Agent, and the
Lenders (the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.
WHEREAS, the Borrower, the Agent, the Documentation Agent, the
Syndication Agent and the Lenders entered into the Credit Agreement;
WHEREAS, the Borrower has requested waivers of compliance with, and
amendment to, certain provisions of the Credit Agreement; and
WHEREAS, the Required Lenders desire to waive compliance with and amend
certain provisions of the Credit Agreement;
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. WAIVERS
1.1 Compliance with Section 7.1(b) (Consolidated Interest Coverage
Ratio) only with respect to the period ending June 30, 1999, is hereby waived.
1.2 Compliance with Section 7.1(c) (Consolidated Fixed Charge Coverage
Ratio) only with respect to the period ending June 30, 1999, is hereby waived.
SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT
2.1 Section 7.1(b) of the Credit Agreement is hereby amended by
replacing it with the following:
CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated Interest
Coverage Ratio of the Borrower for any period of four consecutive fiscal
quarters ending during any period set forth below (i) if the Consolidated Senior
Leverage Ratio at the end of any such period for four consecutive fiscal
quarters is less than or equal to 2.0 to 1.0, to be less than that set forth
below in column A opposite such period, or (ii) if the Consolidated Senior
Leverage Ratio is greater than 2.0 to 1.0, to be less than that set forth below
in column B opposite such period:
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Consolidated
Period Interest Coverage Ratio
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A B
Closing Date - March 31, 1999 1.90 to 1.0 1.90 to 1.0
April 1, 1999 - June 30, 1999 2.00 to 1.0 (waived) 2.00 to 1.0 (waived)
July 1, 1999 - September 30, 1999 1.85 to 1.0 1.85 to 1.0
October 1, 1999 - December 31, 1999 1.90 to 1.0 1.90 to 1.0
January 1, 2000 - December 31, 2000 2.00 to 1.0 2.25 to 1.0
January 1, 2001 - December 31, 2001 2.25 to 1.0 2.50 to 1.0
January 1, 2002 - and thereafter 2.50 to 1.0 2.75 to 1.0
2.2 Section 7.1(c) of the Credit Agreement is hereby amended by
replacing clause (iii) contained therein with the following:
(iii) for the three quarters ending September 30, 1999, to be less than
0.95 to 1.0;
SECTION 3. RATIFICATION OF AGREEMENT
3.1 To induce the Required Lenders to enter into this Waiver and
Amendment, the Borrower and the Guarantors jointly and severally represent and
warrant that after giving effect to this Waiver and Amendment no violation of
the terms of the Credit Agreement exist and all representations and warranties
contained in the Credit Agreement are true, correct and complete in all material
respects on and as of the date hereof except to the extent such representations
and warranties specifically relate to an earlier date in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
3.2 Except as expressly set forth in this Waiver and Amendment, the
terms, provisions and conditions of the Credit Agreement and the Credit
Documents are unchanged, and said agreements, as amended, shall remain in full
force and effect and are hereby confirmed and ratified.
SECTION 4. COUNTERPARTS; CONDITIONS TO EFFECTIVENESS
This Waiver and Amendment may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument. Signature pages may be detached from
counterpart documents and reassembled to form duplicate executed originals. This
Waiver and Amendment shall become effective as of the date hereof upon the
execution of the counterparts hereof by the Borrower, the Guarantors and the
Required Lenders.
SECTION 5. GOVERNING LAW
THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 6. ACKNOWLEDGMENT AND CONSENT BY THE GUARANTORS
Each Guarantor hereby acknowledges that it has read this Waiver and
Amendment and consents to the terms hereof and further confirms and agrees that
its obligations under its Guarantee are not impaired or adversely affected by
this Waiver and Amendment, and such Guarantee is, and shall continue to be, in
full force and effect and is hereby confirmed and ratified in all respects.
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Witness the execution hereof by the respective duly authorized officers
of the undersigned as of the date first above written.
PRECISION PARTNERS, INC.
NATIONWIDE PRECISION PRODUCTS
CORPORATION
GALAXY INDUSTRIES CORPORATION
MID STATE MACHINE PRODUCTS
GENERAL AUTOMATION, INC.
CERTIFIED FABRICATORS, INC.
CALBRIT DESIGN, INC.
By: /s/ R.M. Miller
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Name: Ronald M. Miller
Title: Vice President
PRECISION PARTNERS HOLDING COMPANY
By: /s/ R.M. Miller
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Name: Ronald M. Miller
Title: Chief Financial Officer
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CITICORP U.S.A, INC.
as Administrative Agent
By: /s/ Nicolas Erni
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Name: Nicolas Erni
Title: Attorney In Fact
CITICORP U.S.A., INC.
as a Lender
By: /s/ Nicolas Erni
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Name: Nicolas Erni
Title: Attorney In Fact
BANK OF AMERICA, N.A. (successor to
NationsBank, N.A.), as a Lender
By: /s/ John J. O'Neill
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Name: John J. O'Neill
Title: Managing Director
SUNTRUST BANK, ATLANTA
as a Lender
By: /s/ S. M. Hall
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Name: Susan M. Hall
Title: Director
By: /s/ Chris T. Jones
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Name: Chris T. Jones
Title: Vice President