Exhibit 4.15
WAIVER NO. 2
This WAIVER NO. 2 ("Waiver No. 2") is made as of June 14,
1999, by and among MMH HOLDINGS, INC., a Delaware corporation ("Holdings"), its
subsidiaries named on the signature pages hereto, and the Agents and the lending
institutions named on the signature pages. This Waiver No. 2 is made with
reference to that certain Waiver dated as of March 2, 1999 (the "Waiver")
relating to that certain Credit Agreement dated as of March 30, 1998, as amended
as of August 28, 1998, by and among Holdings, the U.S. Borrowers, the U.K.
Borrower, the Canadian Borrowers, Agents and the Banks (the "Credit Agreement").
All capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Credit Agreement.
WHEREAS, Holdings, the Borrowers, Agents and the Banks entered
into the Credit Agreement; and
WHEREAS, the Borrowers have been granted a Waiver relating to
certain outstanding Defaults through June 14, 1999, and have requested an
extension of the Waiver through June 30, 1999, and the Required Banks are
willing to grant such waiver extension on the terms and conditions set forth
herein;
NOW, therefore, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. WAIVERS TO THE CREDIT AGREEMENT
The definition of Waiver Period set forth in the Waiver is
hereby amended to extend the period through June 30, 1999 and all references in
the Waiver to the Waiver Period shall be deemed to be references to the Waiver
Period as extended hereby; PROVIDED, that during the Waiver Period, as extended,
the conditions set forth in Section 2 of the Waiver are complied with and
PROVIDED, FURTHER, that an Event of Default shall be deemed to have occurred as
of July 1, 1999 if the Borrowers are not in compliance with any of the financial
covenants set forth in the Credit Agreement as of that date.
SECTION 2. RATIFICATION OF AGREEMENT
2.1 To induce the Required Banks to enter into this Waiver No.
2, the Borrowers and the Guarantors jointly and severally represent and warrant
that after giving effect to this Waiver no. 2 no violation of the terms of the
Credit Agreement exist and all representations and warranties contained in the
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Credit Agreement are true, correct and complete in all material respects on and
as of the date hereof except to the extent such representations and warranties
specifically relate to an earlier date in which case they were true, correct and
complete in all material respects on and as of such earlier date.
2.2 Except as expressly set forth in this Waiver No. 2 and the
Waiver, the terms, provisions and conditions of the Credit Agreement and the
Credit Documents are unchanged, and said agreements, as amended, shall remain in
full force and effect and are hereby confirmed and ratified. In the event of
inconsistencies between this Waiver No. 2, together with the Waiver, and the
Credit Agreement, the terms of this Waiver No. 2, together with the Waiver,
shall govern.
SECTION 3. COUNTERPARTS; EFFECTIVENESS
This Waiver No. 2 may be executed in any number of
counterparts, and all such counterparts taken together shall be deemed to
constitute one and the same instrument. Signature pages may be detached from
counterpart documents and reassembled to form duplicate executed originals. This
Waiver No. 2 bled to form duplicate executed originals. This Waiver No. 2 shall
become effective as of the date hereof upon the execution of the counterparts
hereof by the Borrowers, the Guarantors and the Required Banks.
SECTION 4. GOVERNING LAW
THIS WAIVER NO 2 SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW.
SECTION 5. ACKNOWLEDGEMENT AND CONSENT
BY THE GUARANTORS
Each Guarantor hereby acknowledges that it has read this
Waiver No. 2 and consents to the terms hereof and further confirms and agrees
that, notwithstanding the effectiveness of this Waiver No. 2, its obligations
under its Guarantee shall not be impaired or affected and such Guarantee is
hereby confirmed and ratified in all respects.
* * * * *
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Witness the execution hereof by the respective duly authorized
officers of the undersigned as of the date first above written.
MMH HOLDINGS, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
MORRIS MATERIAL HANDLING, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice President
MORRIS MATERIAL HANDLING, LLC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Manager
MORRIS MATERIAL HANDLING, LTD.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Director
MONDEL ULC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: President
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KAVERIT STEEL AND CRANE ULC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: President
MHE TECHNOLOGIES, INC.
By: /s/ David Dupert
------------------------------
Name: David Dupert
Title: President
PHMH HOLDING COMPANY
By: /s/ David Dupert
------------------------------
Name: David Dupert
Title: President
MATERIAL HANDLING EQUIPMENT NEVADA
CORPORATION
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Treasurer
CMH MATERIAL HANDLING, LLC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Manager
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EPH MATERIAL HANDLING, LLC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Manager
HARNISCHFEGER DISTRIBUTION &
SERVICE, LLC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Manager
HPH MATERIAL HANDLING, LLC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Manager
MERWIN, LLC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Manager
MORRIS MECHANICAL HANDLING, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
MPH CRANE, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
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NPH MATERIAL HANDLING, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
PHME SERVICE, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
SPH CRANE & HOIST, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
MHE CANADA ULC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: President
3016117 NOVA SCOTIA ULC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: President
HYDRAMACH ULC
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: President
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BUTTERS ENGINEERING SERVICES
LIMITED
By: /s/ Martin L. Ditkof
------------------------------
Name: Martin L. Ditkof
Title: Director
INVERCOE ENGINEERING LIMITED
By: /s/ Martin L. Ditkof
------------------------------
Name: Martin L. Ditkof
Title: Director
LOWFILE LIMITED
By: /s/ Martin L. Ditkof
------------------------------
Name: Martin L. Ditkof
Title: Director
MORRIS MATERIAL HANDLING S.A. DE C.V.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Director
BIRMINGHAM CRANE & HOIST, INC.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
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DAJU HOLDINGS LIMITED
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
OVERHEAD CRANE & SERVICE COMPANY LTD.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
OVERHEAD CRANE & SERVICE COMPANY
(SUDBURY) LTD.
By: /s/ David D. Smith
------------------------------
Name: David D. Smith
Title: Vice Pres./Treasurer
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CANADIAN IMPERIAL BANK OF
COMMERCE, as Administrative
Agent and Collateral Agent
And as a Bank
By: /s/ E. Lindsay Gordon
------------------------------
Name: E. Lindsay Gordon
Title: Executive Director
CIBC Inc., as a Bank
By: /s/ E. Lindsay Gordon
------------------------------
Name: E. Lindsay Gordon
Title: Executive Director
CREDIT AGRICOLE INDOSUEZ,
as Syndication Agent and
as a Bank
By: /s/ Pat Reidy
------------------------------
Name: Pat Reidy
Title: Senior Vice President
By: /s/ Matthew Linott
------------------------------
Name: Matthew Linott
Title: Vice President
BANKBOSTON, N.A.
as Documentation Agent and
as a Bank
By: /s/ Linda Alto
------------------------------
Name: Linda Alto
Title: Vice President
ABN-AMRO BANK N.V., as a Bank
By: /s/ Mary L. Honda
------------------------------
Name: Mary L. Honda
Title: Vice President
By: /s/ Joann L. Holman
------------------------------
Name: Joann L. Holman
Title: Vice President
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BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, Inc., as a
Bank
By: /s/ Patrick J. Rounds
------------------------------
Name: Patrick J. Rounds
Title: Vice President
By: /s/ Greg Roux
------------------------------
Name: Greg Roux
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, as a Bank
By: /s/ Deborah Stevens
------------------------------
Name: Deborah Stevens
Title: Authorized Agent
FIRST UNION NATIONAL BANK, as a
Bank
By: /s/ Scott Santa Cruz
------------------------------
Name: Scott Santa Cruz
Title: Vice President
FLEET NATIONAL BANK, as a Bank
By:
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Name:
Title:
ARCHIMEDES FUNDING, L.L.C.,
As a Bank
By: ING Capital Advisors, Inc.
As Collateral Manager
By: /s/ Michael D. Hatley
------------------------------
Name: Michael D. Hatley
Title: Managing Director
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RIGGS BANK N.A., as a Bank
By: /s/ Ana G. Tejblum
------------------------------
Name: Ana G. Tejblum
Title: Vice President
FLEET BUSINESS CREDIT CORPORATION,
As a Bank
By: /s/ Alan F. Lyster, Jr.
------------------------------
Name: Alan F. Lyster, Jr.
Title: Vice President
CRESCENT/MACH I PARTNERS, L.P.,
as a Bank
By: TCW Asset Management
Company, Its Investment Manager
By:
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Name:
Title:
WELLS FARGO BANK, N.A., as a Bank
By: /s/ Dana D. Cagle
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Name: Dana D. Cagle
Title: Vice President
ML CLO XV PILGRAIM AMERICA
(CAYMAN) LTD., as Assignee
By: Pilgrim America
Investments, Inc., as its Investment
Manager
By: /s/ Jason T. Groom
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Name: Jason T. Groom
Title: Asst. Vice President
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SENIOR DEBT PORTFOLIO, as a Bank
By: Boston Management and
Research, as Investment Advisor
By: /s/ Scott H. Page
------------------------------
Name: Scott H. Page
Title: Vice President
CYPRESSTREE INVESTMENT
PARTNERS II, LTD.
By: CypressTree Investment
Management Company, Inc.,
as Portfolio Manager.
By: /s/ Peter K. Merrill
------------------------------
Name: Peter K. Merrill
Title:
INDOSUEZ CAPITAL FUNDING IIA,
LIMITED, as a Bank
By: Indosuez Capital, as
Portfolio Advisor
By: /s/ Melissa Marano
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Name: Melissa Marano
Title: Vice President