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EXHIBIT NO. 4.c
AMENDMENT TO NOTE PURCHASE AGREEMENT
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December 20, 1993
Huffy Corporation
P. 0. Box 1204
Dayton, Ohio 45401
Ladies and Gentlemen:
Reference is made to the agreement, dated June 24, 1988 (the "Agreement"),
between Huffy Corporation, an Ohio corporation (the "Company"), The Prudential
Insurance Company of America ("Prudential") and Pruco Life Insurance Company
("Pruco"; Pruco and Prudential are hereinafter collectively referred to as the
"Noteholders"), pursuant to which the Company issued and sold and the
Noteholders purchased $25,000,000 in original aggregate principal amount of the
Company's 9.81% Notes due June 24, 1998.
Pursuant to the Company's request, and in accordance with the provisions of
paragraph 11C of the Note Agreement, the Noteholders and the Company hereby
agree as follows:
SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Note Agreement is amended as
follows:
1.1 Paragraph 6B of the Note Agreement is amended to delete in their
entirety the section heading for such paragraph and the first sentence of such
paragraph and the definition of "Consolidated Net Earnings Available for
Restricted Payments" appearing in such paragraph. Paragraph 6B is further
amended to substitute for the section heading and first sentence of such
paragraph 6B the following:
"NET WORTH REQUIREMENT. The Company covenants that it will not
permit at any time Adjusted Consolidated Net Worth to fall below
$90,000,000 which amount shall be deemed to have been increased on
January 1, 1992 and on the first day of each fiscal year of the Company
thereafter by 40% of Consolidated Net Earnings (less 0% in the event of
a loss) for the preceding fiscal year."
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Huffy Corporation
December 20, 1993
Page 2
1.2 Paragraph 6C(2) of the Note Agreement is amended to delete in
their entirety clause(s) (v) and (vi) of such paragraph and to substitute
therefor the following:
"(v) additional Debt of the Company, if at all times after giving
effect thereto the aggregate principal amount of consolidated Debt of
the Company and its Subsidiaries does not at any time exceed 55% of
Consolidated Total Capitalization. As used herein, the term
"Consolidated Total Capitalization" shall mean as of any time of
determination the sum of consolidated Debt of the Company and its
Subsidiaries plus Adjusted Consolidated Net Worth."
1.3 Paragraph 10 of the Note Agreement is amended to renumber
paragraph 10A appearing therein as paragraph 1OA-2 and to insert immediately
before such renumbered paragraph the following which will be paragraph
10A-1:
"10A-1. 'Adjusted Consolidated Net Worth' shall mean, as of the
date of any determination thereof, the amount of the capital stock
accounts, including the portion thereof attributable to preferred
stock (net of any treasury stock, at cost), minus (to the extent
incurred after December 1, 1990) goodwill, organization expenses,
patents, trademarks, trade names, copyrights, franchises, unamortized
debt discount and other intangible assets, plus Minority Interests,
and plus (or minus in the case of a deficit), (i) cumulative
translation adjustments and (ii) the surplus and retained earnings of
the Company and its Subsidiaries, all as determined on a consolidated
basis for the Company and its Subsidiaries in accordance with
generally accepted accounting principles. As used herein, the term
"Minority Interests" shall mean any shares of stock of any class of a
Subsidiary (other than directors' qualifying shares if required by
law) that are not owned by the Company and/or one or more of its
Subsidiaries. Minority Interests shall be valued in accordance
with generally accepted accounting principles."
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Huffy Corporation
December 20, 1993
Page 3
1.4 Clause (ix) of paragraph 6C(3) of the Note Agreement is deleted in
its entirety and the following is hereby substituted therefor:
"(ix) own, purchase or acquire Excess
Investments not to exceed in the
aggregate ten percent 10% of Adjusted
Consolidated Net Worth."
SECTION 2. CONDITIONS PRECEDENT. This letter shall become effective
only on the first date on which all of the following conditions precedent shall
have been satisfied:
(i) the Noteholders shall have received a fully executed
counterpart of this letter duly signed by the Company;
and
(ii) Prudential shall have received a structuring fee in the
amount of $10,000.
SECTION 3. GOVERNING LAW. This letter amendment shall be governed by
the internal laws and decisions of the State of Ohio.
SECTION 4. MISCELLANEOUS. Except as specifically set forth in this
letter, the Company's obligations under the Note Agreement are neither altered
nor amended, and all terms and conditions of the Note Agreement remain in full
force and effect. This letter may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.
Sincerely,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /S/ Mark A. Hoffmeister
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Vice President
PRUCO LIFE INSURANCE COMPANY
By: /S/ Allen Weaver
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Vice President
Acknowledged and Agreed:
HUFFY CORPORATION
By: /S/ Charlton George
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Its: /S/ VP Finance
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