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EXHIBIT 4.3
AMENDMENT AGREEMENT NO. 1
dated as of December 31, 1996
to that certain
REVOLVING CREDIT
AND TERM LOAN AGREEMENT
dated as of September 18, 1995
This AMENDMENT AGREEMENT NO. 1 (the "Amendment"), dated as of December 31,
1996, is by and among TransPro, Inc. (the "Borrower"), Allen Heat Transfer
Products, Inc. ("AHTP"), AHTP II, Inc. ("AHTP II"), GO/DAN Industries ("GDI"
and together with AHTP and AHTP II, the "Guarantors"), The First National Bank
of Boston ("FNBB"), the other lending institutions party to the Credit
Agreement (as defined below) (together with FNBB, the "Banks") and FNBB, as
agent for itself and for the Banks (in such capacity, the "Agent").
WHEREAS, the Borrower, the Guarantors, the Agent and the Banks are parties
to that certain Revolving Credit and Term Loan Agreement, dated as of September
18, 1995, (as amended and in effect from time to time, the "Credit Agreement"),
pursuant to which the Banks, upon certain terms and conditions, have made loans
to the Borrower; and
WHEREAS, the Borrower has requested that the Agent and the Banks agree,
and the Agent and the Banks have agreed, on the terms and subject to the
conditions set forth herein, to amend certain provisions of the Credit
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT. Subject to the satisfaction of
the conditions precedent set forth in Section 4 hereof, the Credit Agreement is
hereby amended as follows:
(a) Section 1 of the Credit Agreement is amended by deleting the
definition of Fixed Charge Ratio in its entirety and substituting therefor
the following:
"Fixed Charge Ratio. The ratio of (i) Consolidated EBITDA for any
period of four consecutive fiscal quarters, to (ii) Consolidated Debt
Service for such period."
(b) Section 5.6 of the Credit Agreement is amended by deleting such
section in its entirety and substituting therefor the following:
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5.6. Letter of Credit Fee. The Borrower shall pay a fee (in each
case, a "Letter of Credit Fee"):
(a) to the Agent, for the accounts of the Banks in accordance
with their respective Commitment Percentages, (i) with respect to
documentary Letters of Credit (exclusive of Bond Related Letters of
Credit), equal to the Applicable Margin per annum of the face amount
of such documentary Letter of Credit minus 0.25% and (ii) with respect
to all other Letters of Credit (inclusive of Bond Related Letters of
Credit), equal to the Applicable Margin, in each case payable
quarterly in arrears on the last Business Day of each calendar quarter
for such calendar quarter (all such amounts to be reported to the
Agent by the applicable Issuing Bank); and
(b) directly to the Issuing Bank for its own account, (i) equal
to 0.15% per annum of the face amount of such Letter of Credit,
payable quarterly in arrears on the last Business Day of each calendar
quarter for such calendar quarter, and (ii) equal to such Issuing
Bank's fees (as negotiated between the Borrower and such Issuing
Bank), payable upon issuance of such Letter of Credit.
(c) Sections 10.7(b) and (d) of the Credit Agreement are amended by
deleting the number "$2,600,000" contained therein and substituting therefor
the number "$3,500,000".
(d) Section 11.2 of the Credit Agreement is amended by deleting the table
contained therein and substituting therefor the following:
Period Ratio
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Closing Date through 06/30/96 1.75:1
7/1/96 and thereafter 2.25:1
Section 3. Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Bank as follows:
(a) The execution and delivery by the Borrower and the Guarantors of
this Amendment and the performance by the Borrower and each of the
Guarantors of its obligations and agreements under this Amendment and under
the Credit Agreement as amended hereby, are within the corporate authority
of the Borrower and such Guarantor, have been authorized by all necessary
corporate proceedings on behalf of the Borrower and such Guarantor, and do
not and will not contravene any provision of law or any of the Borrower's
or such Guarantor's charter, by-laws or any amendment thereof or of any
material indenture, agreement, instrument or undertaking binding upon the
Borrower or such Guarantor;
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(b) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrower and each of the
Guarantors, enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting generally the enforcement of creditors' rights and by
general principles of equity;
(c) No approval or consent of, or filing with, any governmental
agency or authority is required to make valid and legally binding the
execution, delivery or performance by the Borrower or the Guarantors of this
Amendment or the Credit Agreement as amended hereby, or the consummation by the
Borrower or such Guarantor of the transactions among the parties contemplated
hereby and thereby or referred to herein;
(d) Each of the representations and warranties of the Borrower and
each of the Guarantors contained in the Credit Agreement, the other Loan
Documents and in all other documents or instruments delivered pursuant to or in
connection with the Credit Agreement were true as of the date as of which they
were made and continue to be true at and as of the date hereof (except to the
extent of changes resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes occurring in the
ordinary course of business that singly or in the aggregate have not been
materially adverse, and to the extent that such representations and warranties
relate expressly to an earlier date); and
(e) The Borrower and each of the Guarantors has performed and
complied in all material respects with all terms and conditions herein required
to be performed or complied with by it prior to or at the time hereof, and as
of the date hereof, after giving effect to the provisions hereof, there exists
no Default or Event of Default.
SECTION 4. EFFECTIVENESS. The effectiveness of this Amendment shall be
subject to the execution and delivery of this Amendment, in form and substance
satisfactory to the Agent and each of the Banks, by the Borrower, each of the
Guarantors, the Agent and each of the Banks.
SECTION 5. MISCELLANEOUS PROVISIONS. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of
the parties hereto that the Credit Agreement, as amended hereby, shall continue
in full force and effect, and that this Amendment and the Credit Agreement
shall be read and construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL
AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts, but all
such counterparts shall together constitute but one instrument. In making proof
of this
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Amendment it shall not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which enforcement hereof
is sought.
(d) The Borrower hereby agrees to pay to the Agent, on demand by the
Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by
the Agent in connection with the preparation of this Amendment (including
reasonable legal fees).
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as an
agreement under seal as of the date first written above.
By: /s/
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Transpro, Inc.
By: /s/
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Allen Heat Transfer Products, Inc.
By: /s/
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AHTP II, Inc.
By: /s/
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GO/DAN Industries
By: /s/
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Allen Heat Transfer Product Inc.
Its Partner
By: /s/
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AHTP II, Inc.
Its Partner
By: /s/
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The First National Bank of Boston
Individually and as Agent
By: /s/
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Society National Bank
By: /s/
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The Bank of New York
By: /s/
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Harris Trust and Savings Bank
By: /s/
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NBD Bank