THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT ("AMENDMENT")
is made and entered into this 29th day of October, 1998, by and between UNION
TOOLS, INC. ("BORROWER"), Heller Financial, Inc., in its capacity as Agent for
the Lenders party to the Amended and Restated Credit Agreement described below
("AGENT"), and the Lenders which are signatories hereto.
WHEREAS, Agent, Lenders and Borrower are parties to a certain Amended and
Restated Credit Agreement dated May 20, 1997 and all amendments thereto (as such
agreement has from time to time been amended, supplemented or otherwise
modified, the "AGREEMENT"); and
WHEREAS, the parties desire to amend the Agreement as hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Agreement and this Amendment, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Agreement.
2. AMENDMENTS. Subject to the conditions set forth below, subsection
4.6(b) is amended by deleting such subsection in its entirety and inserting the
following in lieu thereof:
"(b) Borrower shall not permit the ratio of Total Indebtedness
calculated as of the last day of fiscal quarter ending on the dates or
during the periods set forth below to Operating Cash Flow for the
twelve (12) month period ending on such day to be greater than the
amount set forth for such date or period.
Date/ Period Amount
------------ ------
January 31, 1998 4.0:1
April 30, 1998 3.8:1
July 31, 1998 2.7:1
October 31, 1998 4.6:1
January 31, 1999 3.0:1
April 30, 1999 3.0:1
On or after July 31, 1999 2.0:1
"Total Indebtedness" and "Operating Cash Flow" will be calculated as
illustrated on Exhibit 4.10(C)
4. CONDITIONS. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):
(a) Borrower shall have executed and delivered this Amendment, and
such other documents and instruments as Agent may require shall have been
executed and/or delivered to Agent;
(b) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other
legal matters incident thereto shall be satisfactory to Agent and its legal
counsel; and
(c) No Default or Event of Default shall have occurred and be
continuing.
5. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this Amendment, Borrower represents and warrants to Agent and Lenders that
(a) the execution, delivery and performance of this Amendment has been duly
authorized by all requisite corporate action on the part of Borrower and that
this Amendment has been duly executed and delivered by Borrower and (b) each of
the representations and warranties set forth in Section 5 of the Agreement
(other than those which, by their terms, specifically are made as of certain
date prior to the date hereof) are true and correct in all material respects as
of the date hereof.
6. SEVERABILITY. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
7. REFERENCES. Any reference to the Agreement contained in any document,
instrument or agreement executed in connection with the Agreement shall be
deemed to be a reference to the Agreement as modified by this Amendment.
8. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
9. RATIFICATION. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions of the
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Agreement. Except as expressly modified
and superseded by this Amendment, the terms and provisions of the Agreement are
ratified and confirmed and shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
HELLER FINANCIAL, INC., UNION TOOLS, INC.,
as Agent and Lender Borrower
By: /s/ William Vukovich By: /s/ Steve Kasprisin
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Title: Assistant Vice-President Title: Vice-President -Chief Accounting
---------------------------- ----------------------------------
Officer
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OTHER LENDERS:
FLEET CAPITAL CORPORATION
By: /s/ Lawrence Ausburn
------------------------------
Title: Senior Vice-President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Warren F. Weber
------------------------------
Title: Vice-President
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STAR BANK, N.A.
By:
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Title:
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BANKBOSTON, N.A.
By: /s/ Gregory R.D. Clark
------------------------------
Title: Division Executive
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SANWA BUSINESS CREDIT CORPORATION
By: /s/ Lawrence J. Placek
------------------------------
Title: Vice-President
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