Exhibit 10.48
FIRST AMENDMENT
FIRST AMENDMENT, dated as of March 26, 1999 (this "Amendment"), to the
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Credit Agreement, dated as of May 5, 1998 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Alliance Laundry
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Holdings LLC, a Delaware limited liability company ("Holdings"), Alliance
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Laundry Systems LLC, a Delaware limited liability company (the "Borrower"), the
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several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), Lehman Brothers Inc., as advisor and arranger
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(in such capacity, the "Arranger"), Lehman Commercial Paper Inc., as
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syndication agent (in such capacity, the "Syndication Agent"), and General
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Electric Capital Corporation, as administrative agent (in such capacity, the
"Administrative Agent").
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W I T N E S S E T H:
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WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Administrative Agent and the Lenders are willing to amend
the Credit Agreement on the terms and subject to the conditions set forth in
this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used
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herein shall have the meanings given to them in the Credit Agreement.
2. Amendments to Credit Agreement. (a) Subsection 6.1 of the Credit
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Agreement is hereby amended by deleting said subsection in its entirety and
substituting in lieu thereof the following:
"6.1 Financial Statements. Furnish to the Administrative Agent
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(for distribution to the Lenders) and to the Syndication Agent:
(a) as soon as available, but in any event within 90 days
after the end of each fiscal year of Holdings (commencing with
the fiscal year ending on or about December 31, 1998), a copy of
(i) the audited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at the end of such year and the
related audited consolidated statements of income and of cash
flows for such year, in each case setting forth (commencing with
the balance sheet and related statements of income and of cash
flows with respect to the fiscal year ending on or about December
31, 1999) in comparative form the figures for the previous year,
reported on
without a 'going concern' or like qualification or exception, or
qualification arising out of the scope of the audit, by
PricewaterhouseCoopers L.L.P. or other independent certified
public accountants of nationally recognized standing and (ii) a
schedule showing the Borrower and is consolidated Subsidiaries,
and Holdings, each on a stand-alone basis for the periods set
forth in clause (i) above, which schedules are based on the
financial statements described in clause (i) above;
(b) as soon as available, but in any event not later than
45 days after the end of each of the first three quarterly
periods of each fiscal year of Holdings (commencing with the
fiscal quarter ending on or about March 31, 1999), a copy of (i)
the unaudited consolidated balance sheet of Holdings and its
consolidated Subsidiaries as at the end of such quarter and the
related unaudited consolidated statements of income and of cash
flows for such quarter and the portion of the fiscal year through
the end of such quarter, setting forth (commencing with the
balance sheet and related statements of income and of cash flows
with respect to the fiscal quarter ending on or about September
30, 1999) in each case in comparative form the figures for the
previous year, certified by a Responsible Officer as being fairly
stated in all material respects (subject to normal year-end audit
adjustments and the absence of certain footnotes) and (ii) a
schedule showing the Borrower and its consolidated Subsidiaries,
and Holdings, each on a stand-alone basis for the periods set
forth in clause (i) above, which schedules are based on the
financial statements described in clause (i) above; and
(c) as soon as available, but in any event not later than
30 days after the end of each month occurring during each fiscal
year of Holdings (other than the third, sixth, ninth and twelfth
such month), commencing with the fiscal month ending on or about
April 30, 1999, a copy of (i) the unaudited consolidated balance
sheets of Holdings and its consolidated Subsidiaries as at the
end of such month and the related unaudited consolidated
statements of income and of cash flows for such month, and the
portion of the fiscal year through the end of such month, setting
forth (commencing with the balance sheet and related statements
of income and of cash flows with respect to the months ending on
or about October 31, 1999) in each case in comparative form the
figures for the previous year, certified by a Responsible Officer
as being fairly stated in all material respects (subject to
formal year-end audit adjustments and the absence of certain
footnotes) and (ii) a schedule showing the Borrower and its
consolidated Subsidiaries, and Holdings, each on a stand-alone
basis for the periods set forth
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in clause (i) above, which schedules are based on the financial
statements described in clause (i) above;
all such financial statements shall be complete and correct in all
material respects and shall be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods (except as approved by such
accountants or officer, as the case may be, and disclosed therein).".
(b) Subsection 6.2(c) of the Credit Agreement is hereby amended by
deleting said subsection in its entirety and substituting in lieu thereof the
following:
"(c) as soon as available, and in any event no later than
30 days after the end of each fiscal year of Holdings, a detailed
consolidated budget for the following fiscal year for Holdings
and its Subsidiaries and (including projected consolidated
balance sheets of Holdings and its Subsidiaries and supporting
schedules showing the Borrower and its consolidated Subsidiaries,
and Holdings, each on a stand-alone basis as of the end of the
following fiscal year and the related consolidated statements of
projected cash flow, projected changes in financial position and
projected income for Holdings and its Subsidiaries and supporting
schedules showing the Borrower and its consolidated Subsidiaries,
and Holdings, each on a stand-alone basis) and, as soon as
available, significant revisions, if any, of such budget and
projections with respect to such fiscal year which are delivered
to the Board of Managers of Holdings for its review
(collectively, the 'Projections'), which Projections shall in
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each case be accompanied by a certificate of a Responsible
Officer stating that such Projections are based on reasonable
estimates, information and assumptions at the time made in light
of the circumstances then existing and that such Responsible
Officer has no reason to believe that such Projections are
incorrect or misleading in any material respect;".
3. Conditions to Effectiveness. This Amendment shall become
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effective on the date (the "Amendment Effective Date") on which the
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Administrative Agent shall have received counterparts hereof, duly executed and
delivered by the Borrower, the Guarantors and the Required Lenders.
4. Representation and Warranties. To induce the Administrative
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Agent and the Lenders parties hereto to enter into this Amendment, each of
Holdings and the Borrower hereby represents and warrants to the Administrative
Agent and all of the Lenders as of the Amendment Effective Date that the
representations and warranties made by each of Holdings and the Borrower in the
Loan Documents are true and correct in all material respects on and as of the
Amendment Effective Date, before and after giving effect to the effectiveness of
this Amendment, as if made on and as of the Amendment Effective Date, except to
the extent such representations and warranties expressly relate to an earlier
date.
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5. Changes in Fiscal Periods. Holdings hereby agrees that, so long
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as the Commitments remain in effect, any Letter of Credit (which has not been
cash collateralized in the manner described in the formal paragraph of Section 8
of the Credit Agreement) remains outstanding, or any Loan or other amount is
owing to any Lender or Agent thereunder, it will not permit its fiscal year to
end on a day other than December 31 or change its method of determining fiscal
quarters; provided that any failure to comply with this Section 5 will
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constitute an Event of Default under Section 8(c) of the Credit Agreement.
6. Payment of Expenses. The Borrower agrees to pay or reimburse the
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Agents for all of their out-of-pocket costs and reasonable expenses incurred in
connection with the Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
7. No Other Amendments; Confirmation. Except as expressly amended,
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modified and supplemented hereby, the provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect.
8. Affirmation of Guarantees. By its signature hereto, each
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Guarantor hereby consents to the execution and delivery of this Amendment and
reaffirms its obligations under the Guarantee and Collateral Agreement.
9. Governing Law; Counterparts. (a) This Amendment and the rights
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and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.
(b) This Amendment may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Administrative Agent. This Amendment
may be delivered by facsimile transmission of the relevant signature pages
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
ALLIANCE LAUNDRY HOLDINGS LLC
By:
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Name:
Title:
ALLIANCE LAUNDRY SYSTEMS LLC
By:
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and as a Lender
By:
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Name:
Title:
LEHMAN COMMERCIAL PAPER INC.
By:
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Name:
Title:
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BALANCED HIGH-YIELD FUND I LTD.,
By: BHF-BANK Aktiengesellschaft, acting through its
New York Branch, as attorney-in-fact
By:
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Name:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
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Name:
Title:
THE CHASE MANHATTAN BANK
By:
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Name:
Title:
FLEET NATIONAL BANK
By:
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Name:
Title:
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ROYAL BANK OF CANADA
By:
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Name:
Title:
LASALLE NATIONAL BANK
By:
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Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By:
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Name:
Title:
FIRSTRUST BANK
By:
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Name:
Title:
BANKBOSTON, N.A.
By:
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Name:
Title:
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ATHENA CDO, LIMITED
By: Pacific Investment Management Company,
as its investment advisor
By: PIMCO Management Inc., a general partner
By:
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Name:
Title:
CAPTIVA III FINANCE, LTD.,
as advised by Pacific Investment Management Company
By:
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Name:
Title:
DELANO COMPANY
By: Pacific Investment Management Company,
as its investment advisor
By: PIMCO Management Inc., a general partner
By:
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Name:
Title:
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management, L.P.,
as Investment Advisor
By:
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Name:
Title:
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MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By:
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Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: Indosuez Capital as Portfolio Advisor
By:
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Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
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Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
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Name:
Title:
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EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By:
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Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc.,
as Collateral Manager
By:
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Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By:
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Name:
Title:
AMARA-1 FINANCE LTD.
By:
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Name:
Title:
AMARA-2 FINANCE LTD.
By:
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Name:
Title:
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NATIONAL WESTMINSTER BANK PLC
By: NatWest Capital Markets Limited, its agent
By: Greenwich Capital Markets, Inc., its agent
By:
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Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CypressTree Investment Management Company, Inc.,
its Managing Member
By:
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Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CypressTree Investment Management Company, Inc.,
its Managing Member
By:
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Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager
By:
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Name:
Title:
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CYPRESSTREE SENIOR FLOATNG RATE FUND
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager
By:
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Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II, LTD.
By: CypressTree Investment Management Company, Inc.,
as Portfolio Manager
By:
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Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company Its Investment Manager
By:
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Name:
Title:
KZH CYPRESSTREE-1 LLC
By:
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Name:
Title:
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KZH ING-2 LLC
By:
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Name:
Title:
KZH III LLC
By:
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Name:
Title:
KZH CRESCENT LLC
By:
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Name:
Title:
KZH CRESCENT-2 LLC
By:
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Name:
Title:
Acknowledged and Agreed to:
ALLIANCE LAUNDRY CORPORATION
By:
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Name:
Title:
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