EXHIBIT 10.1.1
FIRST AMENDMENT AND CONSENT, dated as of December 30, 1998 (this
"Amendment"), to the CREDIT AGREEMENT, dated as of June 1, 1998 (the "Credit
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Agreement"), among HDA Parts System, Inc. (formerly known as City Truck and
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Trailer Parts, Inc.) (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to the Credit Agreement
(the "Lenders"), the Syndication Agent, Documentation Agent and Arranger named
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therein and Bank of America National Trust and savings Association, as
Administrative Agent. Terms defined in the Credit Agreement shall be used in
this Amendment with their defined meanings unless otherwise defined herein.
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders to enter into this
Amendment on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
I. AMENDMENTS.
1. The Credit Agreement is hereby amended to increase the aggregate amount
of the Revolving Commitments from $75,000,000 to $85,000,000, effective as of
the later of the First Amendment Effective Date and January 11, 1999 (such later
date , the "Commitment Increase Effective Date"). By executing and delivering
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this Amendment in its capacity as a Lender, Bank of America National Trust and
Savings Association hereby agrees to initially provide the entire amount of such
increase. The Borrower shall take such actions, and the parties hereto hereby
consent to the taking of such actions, as may be reasonably requested by the
Administrative Agent to ensure that each borrowing under the Credit Agreement
outstanding or to be made on the Commitment Increase Effective Date shall be
held or made on a pro rata basis among the Lenders based on their respective
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Revolving Commitments as in effect after giving effect to the aforementioned
commitment increase.
2. Section 2.2(a) of the Credit Agreement is hereby amended by (a) in each
case changing the amount "2,500,000" to the amount "3,000,000" and (b) changing
the amount "47,500,000" to the amount "52,000,000".
3. Section 2.2 of the Credit Agreement is hereby amended by replacing the
text following the paragraph references "(b)" and "(c)" with the words
"[INTENTIONALLY OMITTED]"
4. Section 8 of the Credit Agreement is hereby amended by adding the
following new paragraph immediately after paragraph (p) thereof:
"(q) (i) on or prior to the first date on which the aggregate
amount of the Revolving Extensions of Credit equals or exceeds $72,500,000,
the Borrower shall have failed to have received at least $5,000,000 in
proceeds from the issuance after the First Amendment Effective Date (as
defined in the First Amendment to this Agreement) of Capital Stock of
Holdings or (ii) on or prior to the first date on which the aggregate
amount of the Revolving Extensions of Credit equals or exceeds $77,500,000
(or, if earlier, February
28, 1999) the Borrower shall have failed to have received at least
$10,000,000 in proceeds from the issuance after the First Amendment
Effective Date of Capital Stock of Holdings;"
II. CONSENT.
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In order to enable the Borrower to satisfy the condition specified in
clause (g) of the definition of "Permitted Acquisition", the parties hereto
hereby consent to the acquisition (the "Associated Acquisition") by the Borrower
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of all of the Capital Stock of Associated Brake Supply, Inc. ("Associated");
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provided that (a) the aggregate purchase price for the Associated Acquisition
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shall not exceed $60,000,000 (subject to adjustments substantially of the type
described in the 11/30/98 draft Stock Purchase Agreement among Holdings, the
Borrower and Associated), of which $55,000,000 (subject to the above-referenced
adjustments) shall be in the form of cash and the remainder shall be in the form
of Capital Stock of Holdings and (b) all other conditions specified in the
definition of "Permitted Acquisition" shall be satisfied with respect to the
Associated Acquisition.
III. MISCELLANEOUS.
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1. Representations and Warranties. Each Loan Party hereby represents and
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warrants as of the date hereof that, after giving effect to this Amendment, (a)
no Default or Event of Default has occurred and is continuing and (b) all
representations and warranties of such Loan Party contained in the Loan
Documents (with each reference to the Credit Agreement in such representations
and warranties being deemed to refer to this Amendment and to the Credit
Agreement as amended by this Amendment) are true and correct in all material
respects with the same effect as if made on and as of such date.
2. Expenses. The Borrower agrees to pay or reimburse the Administrative
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Agent on demand for all its reasonable out-of-pocket costs and expenses incurred
in connection with the preparation and execution of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
3. No Change. Except as expressly provided herein, no term or provision of
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the Credit Agreement shall be amended, modified or supplemented, and each
term and provision of the Credit Agreement shall remain in full force and
effect.
4. Confirmation. Each Guarantor confirms that all of its obligations
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under the Loan Documents to which it is a party shall remain in full force and
effect and, without limiting the generality of the foregoing, that such Loan
Party's guarantee obligations under such Loan Documents in respect of the
Obligations shall apply to the full amount of such Obligations as they may be
increased as a result of this Amendment.
5. Effectiveness. Except as otherwise provided in paragraph 1 of Section I
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of this Amendment, this Amendment shall become effective on the date (the "First
Amendment Effective Date") on which each of the following conditions shall have
been satisfied: (a) the Administrative Agent shall have received (i)
counterparts hereof duly executed by the Borrower, the Guarantors and the
Required Lenders and (ii) such evidence of the corporate authority of the
Borrower to enter into
this Amendment as may be reasonably requested by the Administrative Agent and
(b) the Associated Acquisition shall have been consummated.
6. Counterparts. This Amendment may be executed by the parties hereto in
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any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
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PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the date first above written.
HDA PARTS SYSTEM, INC.
By: /s/ John P. Miller
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Title: Vice President of Finance,
Chief Financial Officer
and Secretary
CITY TRUCK & TRAILER PARTS OF
ALABAMA, INC.
By: /s/ John P. Miller
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Title: Vice President
CITY TRUCK & TRAILER PARTS OF
TENNESSEE, INC.
By: /s/ John P. Miller
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Title: Vice President
CITY FRICTION, INC.
By: /s/ John P. Miller
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Title: Vice President
CITY TRUCK & TRAILER PARTS OF
ALABAMA, L.L.C.
By: HDA Parts System, Inc., its sole member
By: /s/ John P. Miller
______________________________________
Title: Vice President of Finance, Chief
Financial Officer and Secretary
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent and as a Lender
By: /s/ Barry R. Harman
__________________________________________
Title: Vice President
IBJ Schroder Bank & Trust Company
By: /s/ David Chapman
__________________________________________
Title: Director
BHF-BANK AKTIENGESELLSCHAFT
By:
__________________________________________
Title:
By:
__________________________________________
Title:
BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
FKA CREDITANSTALT CORPORATE FINANCE, INC.
INC.
By: /s/ ^signature illegible^
__________________________________________
Title: Senior Associate
By: /s/ ^signature illegible^
__________________________________________
Title: Executive Vice President
THE FIRST NATIONAL BANK OF MARYLAND
By: /s/ [ILLEGIBLE]
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Title: Vice President
FLEET NATIONAL BANK
By: /s/ [ILLEGIBLE]
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Title:[ILLEGIBLE]