Exhibit 10.52
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 28,
1997 (this "Amendment") by and among CELADON GROUP, INC., a Delaware corporation
("CG"), CELADON TRUCKING SERVICES, INC., a New Jersey corporation ("Trucking")
(collectively with CG, referred to as the "Companies" and individually, each a
"Company"), the Banks set forth on the signature pages of the Credit Agreement
referred to below (collectively, the "Banks" and individually, each a "Bank"),
NBD BANK, N.A., a national banking association, assignee of NBD Bank, as
co-agent for the Banks ("Co-Agent A") and BANKBOSTON, N.A., formerly known as
The First National Bank of Boston, a national banking association, as co-agent
for the Banks ("Co-Agent B" and together with Co-Agent A, referred to as the
"Co-Agents").
RECITALS
A. CG, Trucking, the Banks and the Co-Agents are parties to a
Credit Agreement dated as of June 1, 1994, as amended by a First Amendment to
Credit Agreement dated as of October 31, 1994, a Second Amendment to Credit
Agreement dated as of October 31, 1995, letter agreements dated January 31,
1996, February 15, 1996 and June 29, 1996, a Third Amendment to Credit Agreement
dated as of September 13, 1996, letter agreements dated as of November 25, 1996
and December 18, 1996, a Fourth Amendment to Credit Agreement dated as of March
24, 1997 and a Fifth Amendment to Credit Agreement dated as of June 30, 1997 (as
amended, the "Credit Agreement").
B. The Companies have requested that the Co-Agents and the Banks
make certain amendments to the Credit Agreement, and the Co-Agents and the Banks
are willing to do so strictly in accordance with the terms hereof, and provided
the Credit Agreement is amended as set forth herein, and the Companies have
agreed to such amendments.
AGREEMENT
Based upon these recitals, the parties agree as follows:
1. Upon satisfaction of the conditions set forth in paragraph 4
hereof, the Credit Agreement shall hereby be amended as of the effective date
hereof as follows:
(a) The definition of "Applicable Margin" in Section 1.1 shall
be amended as follows:
(i) Line 5 in the table shall be deleted and line 5 below shall
be substituted in place thereof and a new line 6 shall be added in
the form set forth below:
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Revolving Credit Letter of Commitment
Loans Term Loans Credit Fees Fees
--------------- ---------- ----------- ---------
5. If the Leverage
Ratio is greater
than or equal to
2.75 to 1.0 but less
than 3.30 to 1.0
OR the Fixed
Charge Coverage
Ratio is less than
or equal to 1.20 to
1.0 1-5/8% 1-7/8% 1-5/8% 1/2%
6. If the Leverage
Ratio is greater
than 3.30 to 1.0 1-3/4% 2% 1-3/4% 1/2%
(ii) The last paragraph of such definition shall be amended by
deleting the reference in the fourth sentence to "clause 5" and
inserting "clause 6" in place thereof.
(d) Sections 5.2(a) and (b) shall be deleted in their entirety
and the following shall be inserted in place thereof:
(a) Tangible Net Worth. Permit or suffer the Consolidated
Tangible Net Worth of the Companies and their Subsidiaries at any
time to be less than an amount equal to the sum of (A) $35,500,000,
commencing on June 30, 1997, plus (B) an amount equal to 50% of the
Consolidated Cumulative Net Income (without reduction for net loss)
of the Companies and their Subsidiaries, to be added as of the end of
each fiscal quarter of the Company commencing with the fiscal quarter
ending September 30, 1997 plus (C) an amount equal to 80% of the
proceeds received in connection with the offering of any securities
of any Company.
(b) Leverage Ratio. Permit or suffer the Leverage Ratio as of the
end of any fiscal quarter of the Companies to be greater than: (i) as
of the fiscal quarter ending in September, 1997 to and including the
fiscal quarter ending in March, 1998, 3.90 to 1.0, (ii) as of the
fiscal quarter ending in June, 1998 to and including the fiscal
quarter ending in March, 1999, 3.5 to 1.0, (iii) as of the fiscal
quarter ending in June, 1999 to and including the fiscal quarter
ending in March, 2000, 3.0 to 1.0 and (iv) as of the fiscal quarter
ending in June, 2000 and as of the end of each fiscal quarter
thereafter, 2.50 to 1.0.
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2. From and after the effective date of this Amendment,
references to the "Credit Agreement" in the Credit Agreement, the Revolving
Credit Notes, the Term Notes, the Security Documents and all other documents
executed pursuant to the Credit Agreement shall be deemed references to the
Credit Agreement as amended hereby.
3. Each Company represents and warrants to the Co-Agents
and the Banks that:
(a) (i) The execution, delivery and performance of this Amendment
by the Company and all agreements and documents delivered pursuant hereto by the
Company have been duly authorized by all necessary corporate action and do not
and will not require any consent or approval of its stockholders, violate any
provision of any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to it or
of its articles of incorporation or bylaws, or result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Company is a party or by which
it or its properties may be bound or affected; (ii) no authorization, consent,
approval, license, exemption of or filing a registration with any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, is or will be necessary to the valid execution, delivery or
performance by the Company of this Amendment and all agreements and documents
delivered pursuant hereto and (iii) this Amendment and all agreements and
documents delivered pursuant hereto by the Company are the legal, valid and
binding obligations of the Company enforceable against it in accordance with the
terms thereof.
(b) After giving effect to the amendments contained herein and
effected pursuant hereto, the representations and warranties contained in
Article IV of the Credit Agreement are true and correct on and as of the
effective date hereof with the same force and effect as if made on and as of
such effective date.
(c) No Event of Default (as defined in Article VI of the Credit
Agreement) and no Default shall have occurred and be continuing or will exist
under the Credit Agreement as of the effective date hereof.
4. This Amendment shall not become effective until executed
by the Companies, the Banks and the Co-Agents.
5. Each Company agrees to pay and save Co-Agents harmless from
liability for the payment of all costs and expenses arising in connection with
this Amendment, including the reasonable fees and expenses of Dickinson, Wright,
Moon, Van Dusen & Freeman, counsel to Co-Agent A, and Bingham, Dana & Gould,
counsel for Co-Agent B, in connection with the preparation and review of this
Amendment and any related documents.
6. The terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. Except as
expressly contemplated hereby, the Credit Agreement, and all related notes,
guaranties, certificates, instruments and other documents, are hereby ratified
and confirmed and shall remain in full force and effect, and each Company
acknowledges that it has no defense, offset or counterclaim thereunder.
7. This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan.
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8. This Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered as of the day and year first above written.
CELADON GROUP, INC.
By: /s/ Don S. Snyder
------------------------------
Its: Chief Financial Officer
CELADON TRUCKING SERVICES, INC.
By: /s/ Don S. Snyder
------------------------------
Its: Chief Financial Officer
NBD BANK, N.A., assignee of NBD Bank,
individually and as Co-Agent A
By: /s/ Scott Morrison
-------------------------------
Its: Vice President
BANKBOSTON, N.A., formerly known as The
First National Bank of Boston, individually
and as Co-Agent B
By: /s/ Michael J. Blake
Its: _________________
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