EXHIBIT 10.43
SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
SECOND AMENDMENT (this "Amendment"), dated as of July 1, 1998,
among Cambridge Industries Holdings, Inc. ("Holdings"), Cambridge Industries,
Inc. (the "Borrower"), the lenders party to the Credit Agreement referred to
below (the "Banks"), and Bankers Trust Company, as Agent (in such capacity,
the "Agent"). All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
WITNESSETH:
----------
WHEREAS, Holdings, the Borrower, the Banks and the Agent are
parties to a Credit Agreement, dated as of July 10, 1997 (as amended, modified
or supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties to the Credit Agreement wish to amend the
Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 8.10 of the Credit Agreement is hereby amended
by deleting the ratio "1.7:1.0" opposite each of the dates "September 30, 1998"
and "December 31, 1998" and inserting the ratio "1.6:1.0" in lieu thereof.
2. Section 8.11 of the Credit Agreement is hereby amended
by deleting the ratio "6.0:1.0" opposite each of the dates "September 30, 1998"
and "December 31, 1998" and inserting the ratio "6.5:1.0" in lieu thereof.
3. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
4. In order to induce the Banks to enter into this
Amendment, each of Holdings and the Borrower hereby represents and warrants that
(x) no Default or Event of Default exists on the Second Amendment Effective Date
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Documents shall be true and correct in all
material respects on the Second Amendment Effective Date both before and after
giving effect to this Amendment with the same effect as though such
representations and warranties had been made on and as of the Second Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specific date).
5. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
6. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the law
of the State of New York.
7. This Amendment shall become effective as of July 1, 1998
on the date (the "Second Amendment Effective Date") when each of Holdings, the
Borrower and the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including by way
of telecopier) the same to the Agent at its Notice Office. The Agent shall
promptly notify the Borrower and the Banks in writing of the Second Amendment
Effective Date.
8. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement after
giving effect to this Amendment.
-2-
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
CAMBRIDGE INDUSTRIES HOLDINGS, INC.
By /s/ John M. Colaianne
------------------------
Title: CFO
CAMBRIDGE INDUSTRIES, INC.
By /s/ John M. Colaianne
------------------------
Title: CFO
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Mary Kay Coyle
------------------------------
Title: MANAGING DIRECTOR
BANKBOSTON, N.A.
By /s/ Kimberly F. Harris
------------------------------
Title: VP
CITY NATIONAL BANK
By [signature illegible]
------------------------------
Title: VP
COMERICA BANK
By [signature illegible]
------------------------------
Title: VP
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By /s/ Beverly G. Cason
------------------------------
Title: BEVERLY G. CASON
VICE PRESIDENT
By /s/ John W. Sweeney
------------------------------
Title: JOHN W. SWEENEY
ASSISTANT VICE PRESIDENT
DEEPROCK & COMPANY
By Eaton Vance Management, as
Investment Advisor
By /s/ Scott H. Page
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By /s/ Scott H. Page
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
FLEET NATIONAL BANK
By [signature illegible]
------------------------------
Title: Senior Vice-President
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital Luxembourg, as Collateral
Manager
By /s/ Francoise Berthelot
------------------------------
Title: FRANCOISE BERTHELOT
AUTHORIZED SIGNATORY
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital Luxembourg, as Collateral
Manager
By /s/ Francoise Berthelot
------------------------------
Title:
PILGRIM AMERICA PRIME RATE TRUST
By /s/ Robert L. Wilson
------------------------------
Title: Robert L. Wilson
Vice-President
SANWA BUSINESS CREDIT CORPORATION
By /s/ Stanley Kaminski
------------------------------
Title: Stanley Kaminski
Vice-President
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By /s/ Perry Vavoules
------------------------------
Title: Perry Vavoules
Senior Vice-President
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
--------------------------------
Title: JEFFREY W. MAILLET
SR. VICE PRES. & DIRECTOR
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Sean Mounier
------------------------------
Title: First Vice President
By: /s/ Brian O'Leary
----------------------------
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Murray Stegelmann
---------------------------------
Title: Murray Stegelmann
Duly Authorized Signatory
OCTAGON LOAN TRUST
By Octagon Credit Incestors,
its manager
/s/ Richard W. Stewart
---------------------------
Title: RICHARD W. STEWART
MANAGING DIRECTOR
BANK POLSKA KASA OPIEKI S.A., PEKAO
S.A. GROUP, NEW YORK BRANCH
By [signature illegible]
--------------------------------
Title: Vice President
DLJ CAPITAL FUNDING, INC.
By [signature illegible]
--------------------------------
Title:
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim America Investments, Inc.
as its Investment Manager
By /s/ Robert L. Wilson
--------------------------------
Name: Robert L. Wilson
Title: Vice President
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim America Investments, Inc.
as its Investment Manager
By /s/ Robert L. Wilson
--------------------------------
Name: Robert L. Wilson
Title: Vice President
PAMCO CAYMAN LTD (PROTECTIVE)
By: Highland Capital Management, L.P.
as Collateral Manager
By /s/ James Dondero
---------------------------------------
Name: James Dondero, CFA, CPA
Title: President
Highland Capital Management L.P.
CERES FINANCE LTD.
By /s/ John H. Cullinane
--------------------------------
Name: John H. Cullinane
Title: Director
THIRD WAIVER AND AMENDMENT
THIRD WAIVER AND AMENDMENT (this "Waiver"), dated as of December
31, 1998, among CAMBRIDGE INDUSTRIES HOLDINGS, INC. ("Holdings"), CAMBRIDGE
INDUSTRIES, INC., (the "Borrower"), the lenders from time to time party to the
Credit Agreement described below (each, a "Bank" and collectively, the "Banks"),
and BANKERS TRUST COMPANY, as Agent (the "Agent"). All capitalized terms used
herein and not otherwise defined herein shall have the respective meanings
provided such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, Holdings, the Borrower, the Banks and the Agent are
party to a Credit Agreement, dated as of July 10, 1997 (as amended, modified and
supplemented prior to the date hereof, the "Credit Agreement"); and
WHEREAS, Holdings, the Borrower, the Banks and the Agent intend
to enter into an amendment to the Credit Agreement amending, on or prior to
March 15, 1999, certain provisions of the Credit Agreement, including but not
limited to, Sections 8.09, Section 8.10 and Section 8.11 of the Credit Agreement
(the "Permanent Amendment", and the date of effectiveness of the Permanent
Amendment, the "Permanent Amendment Effective Date");
WHEREAS, the Borrower has requested that the Banks provide the
Waiver provided for herein and the Banks have agreed to provide such Waiver on
the terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. On the Permanent Amendment Effective Date the definition
of "Applicable Base Rate Margin" in Section 10 of the Credit Agreement shall
retroactive to January 1, 1999, be amended by (i) deleting the percentage
"1.50%" appearing therein and inserting "2.00%" in lieu thereof and (ii)
deleting the percentage "2.00%" appearing therein and inserting "2.50%" in lieu
thereof provided however, that interest on Base Rate Loans that is retroactively
amended shall be payable on the later of (x) the Permanent Amendment Effective
Date and (y) the date such interest is otherwise due.
2. On the Permanent Amendment Effective Date the definition
of "Applicable Eurodollar Margin" in Section 10 of the Credit Agreement shall
retroactive to January 1, 1999, be amended by (i) deleting the percentage
"2.50%" appearing therein and inserting "3.00%" in lieu thereof and (ii)
deleting the percentage "3.00%" appearing therein and inserting "3.50%" in lieu
thereof.
1
3. On the Permanent Amendment Effective Date the definition
of "Interest Reduction Discount" shall retroactive to January 1, 1999, be
amended by deleting such definition in its entirety and inserting the following
new definition in lieu thereof.
"Interest Reduction Discount" shall mean initially zero,
provided that from and after any Start Date to and including the corresponding
End Date, the Interest Reduction Discount shall be (I) in the case of A Term
Loans and Revolving Loans, the respective percentage per annum set forth in
clause (A), (B), (C), (D), (E), or (F) below if, but only if, as of the Test
Date for such Start Date the applicable condition set forth in clause (A), (B),
(C), (D), (E), or (F) below, as the case may be, is met:
(A) .250% if, but only if, the Leverage Ratio on such Test
Date is less than 5.50:1.00 but greater than or equal to 5.00:1.00; or
(B) .500% if, but only if, the Leverage Ratio on such Test
Date is less than 5.00:1.00 but greater than or equal to 4.50:1.00; or
(C) .750% if, but only if, the Leverage Ratio on such Test
Date is less than 4.50:1.00 but greater than or equal to 4.00:1.00; or
(D) 1.00% if, but only if, the Leverage Ratio on such Test
Date is less than 4.00:1.00 but greater than or equal to 3.50:1.00; or
(E) 1.25% if, but only if, the Leverage Ratio on such Test
Date is less than 3.50:1.00 but greater than or equal to 3.00:1.00; or
(F) 1.50% if, but only if, the Leverage Ratio on such Test
Date is less than 3.00:1.00;
and (II) in the case of B Term Loans, the respective percentage per annum set
forth in clause (A) or (B) below if, but only if, as of the Test Date for such
Start Date the applicable condition set forth in clause (A) or (B) below, as the
case may be, is met:
(A) .250% if, but only if, the Leverage Ratio on such Test
Date is less than 5.50:1.00 but greater than or equal to 5.00:1.00; or
(B) .500% if, but only if, the Leverage Ratio on such Test
Date is less than 5.00:1.00.
Notwithstanding anything to the contrary contained above in this
definition, the Interest Reduction Discount shall be zero at any time when an
Event of Default shall exist.
4. Effective for any Test Period or any fiscal quarter
ending on December 31, 1998 through and including March 15, 1999 (the "Waiver
Termination Date"), the Banks hereby waive compliance with the provisions of
Section 8.09, Section 8.10 and Section 8.11 of the Credit Agreement. This Waiver
shall be effective only for the period from December 31, 1998 to and
2
including the Waiver Termination Date (the "Waiver Period") and shall be of no
force or effect at any other time.
5. In order to induce the Banks to enter into this Waiver,
the Borrower agrees that at all times from the Waiver Effective Date (as defined
below) to and including the Waiver Termination Date, the sum of (i) the
aggregate outstanding principal amount of Revolving Loans and Swingline Loans
and (ii) the Letter of Credit Outstandings under the Credit Agreement shall not
exceed $45,000,000.
6. In order to induce the Banks to enter into this Waiver,
each of Holdings and the borrower hereby represents and warrants that (i) no
Default or Event of Default exists as of the Waiver Effective Date (as defined
below) after giving effect to this Waiver and (ii) on the Waiver Effective Date,
both before and after giving effect to this Waiver, all representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects.
7. This Waiver shall become effective on the date (the
"Waiver Effective Date") when (i) the Required Banks, Holdings and the Borrower
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office and (ii) each Bank
which shall have signed and delivered a copy of this Waiver prior to the close
of business on January 13, 1999, shall have received a waiver fee equal to 1/8
of 1% on the Revolving Loan Commitment and/or outstanding Term Loans of such
Bank as in effect on such date.
8. This Waiver is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
9. This Waiver may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
10. At all times during the Waiver Period, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemend to be references to such Credit Agreement after giving effect
to this Waiver.
11. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN THE ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
***
3
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Waiver to be duly executed and delivered as of the date
hereof.
CAMBRIDGE INDUSTRIES HOLDINGS,
INC.
By /s/ John Colaianne
------------------------------
Name: John Colaianne
Title: CFO
CAMBRIDGE INDUSTRIES, INC.
INC.
By /s/ John Colaianne
------------------------------
Name: John Colaianne
Title: CFO
4
BANKERS TRUST COMPANY,
Individually and as Agent
By /s/ Mary Kay Coyle
------------------------------
Name: MARY KAY COYLE
Title: Managing Director
5
BANKBOSTON, N.A.
By /s/ Kimberly F. Harris
------------------------------
Title: VP
6
CITY NATIONAL BANK
By /s/ Lalward Vassell
------------------------------
Title: V.P.
7
COMERICA BANK
By Mark Reifel
------------------------------
Title: V.P.
8
CREDIT LYONNAIS CHICAGO BRANCH
By /s/ Lee E. Greve
------------------------------
Title: LEE E. GREVE
FIRST VICE PRESIDENT
9
CYPRESS TREE INVESTMENT
MANAGEMENT COMPANY, INC.
As: Attorney-in-Fact and on
Behalf of First Allmerica Financial
Life Insurance Company
By /s/ Catherine C. McDermott
------------------------------
Title: CATHERINE C. McDERMOTT
PRINCIPAL
10
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By /s/ Christopher E. Sarisky
------------------------------
Title: CHRISTOPHER E. SARISKY
Assistant Vice President
By /s/ John W. Sweeney
------------------------------
Title: JOHN W. SWEENEY
ASSISTANT VICE PRESIDENT
11
DEEPROCK & COMPANY
By: Eaton Vance Management, as
Investment Advisor
By /s/ Scott H. Page
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
12
SENIOR DEBT PORTFOLIO
By Boston Management and Research, as
Investment Advisor
By /s/ Scott H. Page
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
13
FLEET NATIONAL BANK
By George O. Januga
------------------------------
Title: Vice President
14
HELLER FINANCIAL, INC.
By Craig Gallehugh
------------------------------
Title: Vice President
15
INDOSUEZ CAPITAL FUNDING III, LIMITED
By Indosuez Capital Luxembourg, as
Collateral Manaager
By /s/ Francoise Berthelot
------------------------------
Title: FRANCOISE BERTHELOT
AUTHORIZED SIGNATORY
16
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By Indosuez Capital Luxembourg, as
Collateral Manaager
By /s/ Francoise Berthelot
------------------------------
Title: FRANCOISE BERTHELOT
AUTHORIZED SIGNATORY
17
PILGRIM AMERICA PRIME RATE TRUST
By Pilgrim Investments, Inc.
as its Investment Manager
By /s/ Robert L. Wilson
------------------------------
Title: Robert L. Wilson
Vice President
18
SANWA BUSINESS CREDIT CORPORATION
By: No Signature Received
--------------------------
Title:
19
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By /s/ Perry Vavoules
------------------------------
Title: Perry Vavoules
Senior Vice President
20
VAN KAMPEN PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Marlet
------------------------------
Title: JEFFREY W. MARLET
Senior Vice President & Director
21
KZH PAMCO LLC
By /s/ Michael M. Wong
------------------------------
Title: Michael M. Wong
Authorized Agent
22
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Sean Mounier
------------------------------
Title: First Vice President
By /s/ Brian O'Leary
------------------------------
Title: Vice President
23
GENERAL ELECTRIC CAPITAL
CORPORATION
By /s/ Michael McGonigle
------------------------------
Title: MICHAEL McGONIGLE
DULY AUTHORIZED SIGNATORY
24
BANK POLSAK KASA OPIEKI S.A., PEKAO
S.A. GROUP, NEW YORK BRANCH
By Harvey Winter
------------------------------
Title: Vice President
25
FIRST UNION NATIONAL BANK
By: No Signature Received
--------------------------
Title:
26
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD. By: Pilgrim Investments, Inc.
as its Investment Manager
By /s/ Robert L. Wilson
------------------------------
Name: Robert L. Wilson
Title: Vice President
27
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its Investment Manager
By /s/ Robert L. Wilson
------------------------------
Name: Robert L. Wilson
Title: Vice President
28
PAMCO CAYMAN LTD
By: Highland Capital Management, L.P.
as Collateral Manager
By [signature illegible]
------------------------------
Name:
Title:
29
TORONTO DOMINION (TEXAS), INC.
By Sonja R. Jordan
------------------------------
Name: SONJA R. JORDAN
Title: VICE PRESIDENT
30
CERES FINANCE LTD.
By [signature illegible]
------------------------------
Name:
Title:
31
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/ SCOTT H. PAGE
------------------------------
Name: SCOTT H. PAGE
Title: VICE PRESIDENT
32
CYPRESS TREE INVESTMENT
PARTNERS I, LTD.
By: Cypress Tree Investment
Company, Inc., as Portfolio Manager
By /s/ Philip C. Robbins
------------------------------
Title: PHILIP C. ROBBINS
PRINCIPAL
33
FOURTH WAIVER AND AMENDMENT
---------------------------
FOURTH WAIVER AND AMENDMENT (this "Amendment"), dated as of
February 23, 1999, among CAMBRIDGE INDUSTRIES HOLDINGS, INC. ("Holdings"),
CAMBRIDGE INDUSTRIES, INC., (the "Borrower"), the lenders from time to time
party to the Credit Agreement described below (each, a "Bank" and collectively,
the "Banks"), and BANKERS TRUST COMPANY, as Agent (the "Agent"). All capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings provided such terms in the Credit Agreement.
WITNESSETH:
----------
WHEREAS, Holdings, the Borrower, the Banks and the Agent are
party to a Credit Agreement, dated as of July 10, 1997 (as amended, modified and
supplemented prior to the date hereof, the "Credit Agreement");
WHEREAS, Holdings, the Borrower, the Banks and the Agent entered
into the Third Waiver and Amendment to the Credit Agreement ("Third Waiver")
dated as of December 31, 1998, which Third Waiver contemplated, among other
things, the entering into of a Permanent Amendment (as defined in the Third
Waiver);
WHEREAS, this Amendment is the Permanent Amendment, although
certain terms and provisions of this Amendment differ from those contemplated by
the Third Waiver, and the parties hereto intend that as to any such differences
the terms and provisions of this amendment shall govern;
WHEREAS, the parties hereto wish to amend the Credit Agreement
as provided herein;
NOW, THEREFORE, it is agreed;
1. Sections 1, 2, and 3 of the Third Waiver are hereby
deleted in their entirety and replaced by Sections 2, 3 and 7 of this Amendment.
2. The definition of "Applicable Base Rate Margin" in
Section 10 of the Credit Agreement is hereby amended (retroactively to January
1, 1999) by (i) deleting the percentage "1.50%" appearing therein and inserting
"2.50% in lieu thereof and (ii) deleting the percentage "2.00%" appearing
therein and inserting "3.00%" in lieu thereof (it being understood and agreed
that to the extent any interest payments on Base Rate Loans have been made
between January 1, 1999 and the Amendment Effective Date, the Borrower will make
a supplemental interest payment to the Banks on the Amendment Effective Date to
give retroactive effect to the increase in interest rates effected by this
Agreement).
1
3. The definition of "Applicable Eurodollar Margin" in
Section 10 of the Credit Agreement is hereby amended (retroactively to January
1, 1999) by (i) deleting the percentage "2.50%" appearing therein and inserting
"3.50%" in lieu thereof and (ii) deleting the percentage "3.00%" appearing
therein and inserting "4.00%" in lieu thereof (it being understood and agreed
that to the extent any interest payments on Eurodollar Loans have been made
between January 1, 1999 and the Amendment Effective Date, the Borrower will make
a supplemental interest payment to the Banks on the Amendment Effective Date to
give retroactive effect to the increase in interest rates effected by this
Amendment).
4. Section 8.09(a) of the Credit Agreement is hereby
amended by deleting the portion of the table set forth therein from and
including March 31, 1999 to and including March 31, 2000 (together with the
amounts set forth opposite such dates), and by inserting in lieu thereof the
following:
"March 31, 1999 $ 40,000,000
June 30, 1999 $ 39,500,000
September 30, 1999 $ 42,000,000
December 31, 1999 $ 53,000,000
March 31, 2000 $ 60,000,000"
5. Section 8.10 of the Credit Agreement is hereby amended
by deleting the portion of the table set forth therein from and including March
31, 1999 to and including March 31, 2000 (together with the ratios set forth
opposite such dates), and by inserting in lieu thereof the following:
"March 31, 1999 1.3:1.0
June 30, 1999 1.3:1.0
September 30, 1999 1.4:1.0
December 31, 1999 1.8:1.0
March 31, 2000 2.0:1.0"
6. Section 8.11 of the Credit Agreement is hereby amended
by deleting the portion of the table set forth therein from and including March
31, 1999 to and including March 31, 2000 (together with the ratios set forth
opposite such dates), and by inserting in lieu thereof the following:
"March 31, 1999 8.6:1.0
June 30, 1999 8.6:1.0
September 30, 1999 8.1:1.0
December 31, 2000 6.5:1.0
March 31, 2000 5.7:1.0"
2
7. The definition of "Interest Reduction Discount"
appearing in Section 10 of the Credit Agreement is hereby amended (retroactive
to January 1, 1999) by deleting such definition in its entirety and inserting
the following new definition in lieu thereof:
"Interest Reduction Discount" shall mean initially zero,
provided that from and after any Start Date to and including the corresponding
End Date, the Interest Reduction Discount shall be (I) in the case of A Term
Loans and Revolving Loans, the respective percentage per annum set forth in
clause (A), (B), (C), (D), (E), (F), or (G) below if, but only if, as of the
Test Date for such Start Date the applicable condition set forth in clause
(A), (B), (C), (D), (E), (F), or (G) below, as the case may be, is met:
(A) .500% if, but only if, the Leverage Ratio on such Test Date is
less than 6:00:1.00 but greater than or equal to 5:50:1.00; or
(B) .750% if, but only if, the Leverage Ratio on such Test Date is
less than 5.50:1.00 but greater than or equal to 5.00:1.00; or
(C) .1.00% if, but only if, the Leverage Ratio on such Test Date is
less than 5.00:1.00 but greater than or equal to 4.50:1.00; or
(D) 1.25% if, but only if, the Leverage Ratio on such Test Date is
less than 4.50:1.00 but greater than or equal to 4.00:1.00; or
(E) 1.50% if, but only if, the Leverage Ratio on such Test Date is
less than 4.00:1.00 but greater than or equal to 3.50:1.00; or
(F) 1.75% if, but only if, the Leverage Ratio on such Test Date is
less than 3.50:1.00 but greater than or equal to 3.00:1.00; or
(G) 2.00% if, but only if, the Leverage Ratio on such Test Date is
less than 3.00:1.00;
and (II) in the case of B Term Loans, the respective percentage per annum set
forth in clause (A), (B) or (C) below if, but only if, as of the Test Date for
such Start Date the applicable condition set forth in clause (A), (B) or (C)
below, as the case may be, is met:
(A) .500% if, but only if, the Leverage Ratio on such Test Date is
less than 6:00:1.00 but greater than or equal to 5:50:1:00; or
(B) .750% if, but only if, the Leverage Ratio on such Test Date is
less than 5.50:1.00 but greater than or equal to 5.00:1.00; or
(C) 1,00% if, but only if, the Leverage Ratio on such Test Date is
less than 5.00:1.00.
Notwithstanding anything to the contrary contained above in this
definition, the Interest Reduction Discount shall be zero at any time when an
Event of Default shall exist.
3
8. Effective for any Test Period or any fiscal quarter ending on
(i) December 31, 1998, the Banks hereby permanently waive compliance with the
provisions of Section 8.09(a), Section 8.10 and section 8.11 of the Credit
Agreement and (ii) December 31, 1998 through and including March 31, 2000, the
Banks hereby waive compliance with the provisions of Section 8.09(b).
9. In order to induce the Banks to enter into this Amendment, the
Borrower agrees that from the Amendment Effective Date (as defined below) to and
including March 31, 2000, the aggregate outstanding principal amount of
Revolving Loans and Swingline Loans shall not (x) at any time exceed $65,000,000
and (y) on the last day of any month exceed $50,000,000. The Borrower further
agrees that at all times from the Amendment Effective Date to and including
March 31, 2000, the Letter of Credit Outstandings under the Credit Agreement
shall not exceed $5,300,000.
10. Notwithstanding anything to the contrary contained in Sections
4.01, 4.02 (A)(b)(i) and 4.02(A)(b)(ii) of the Credit Agreement, on the
Amendment Effective Date the Borrower shall prepay $12,500,000 of the principal
amount of A Term Loans (i.e. the principal amount of A Term Loans required as
Scheduled A Repayments for the periods from and including March, 1999 to and
including December, 1999) and (y) $1,350,000 of the principal amount of B Term
Loans (i.e. the principal amount of B Term Loans required as Scheduled B
Repayments for the periods from and including March, 1999 to and including
December, 1999), it being understood and agreed that such prepayments shall
reduce the remaining Scheduled Repayments in direct order of maturity.
11. In order to induce the Banks to enter into this Amendment, each
of Holdings and the Borrower hereby represents and warrants that (i) no Default
or Event of Default exists as of the Amendment Effective date (as defined below)
after giving effect to this Amendment and (ii) on the Amendment Effective Date,
both before and after giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement and in the other Credit Documents
are true and correct in all material respects.
12. This Amendment shall become effective on the date (the
"Amendment Effective Date") when (i) the Required Banks, Holdings and the
Borrower shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office, (ii) the Borrower
shall have made the prepayments described in Section 10 of this Amendment and
(iii) each Bank which shall have signed and delivered a copy of this amendment
prior to the close of business on March 10, 1999, shall have received an
amendment fee equal to (x) 1/2 of 1% on the Revolving Loan Commitment and
outstanding A Term Loans of such Bank as in effect on such date and (y) 3/8 of
1% on the outstanding B Term Loans of such Bank as in effect on such date.
13. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
4
14. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
15. From and after the Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement after giving effect to
this Amendment.
16. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK
* * *
5
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Waiver to be duly executed and delivered as of the date
hereof.
CAMBRIDGE INDUSTRIES HOLDINGS, INC.
By /s/ John M. Colaianne
------------------------
Name: John M. Colaianne
Title: CFO
CAMBRIDGE INDUSTRIES, INC.
By /s/ John M. Colaianne
------------------------
Name: John M. Colaianne
Title: CFO
6
BANKERS TRUST COMPANY
Individually and as Agent
By /s/ Mary Kay Coyle
------------------------------
Name: MARY KAY COYLE
Title: MANAGING DIRECTOR
7
BANKBOSTON N.A.
By /s/ Kimberly F. Harris
------------------------------
Title: VP
8
CITY NATIONAL BANK
By Edward Vassallo
------------------------------
Title: VP
9
DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES
By /s/ John W. Sweeney
------------------------------
Name: JOHN W. SWEENEY
Title: ASSISTANT VICE PRESIDENT
By /s/ Beverly G. Cason
------------------------------
Name: BEVERLY G. CASON
Title: VICE PRESIDENT
13
DEEPROCK & COMPANY
By Eaton Vance Management, as
Investment Advisor
By /s/ Scott H. Page
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
14
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By /s/ Scott H. Page
------------------------------
Title: SCOTT H. PAGE
VICE PRESIDENT
FLEET NATIONAL BANK
By [signature illegible]
------------------------------
Title: Vice-President
16
HELLER FINANCIAL, INC.
By [sig illegible]
------------------------------
Title: Vice President
17
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By [signature illegible]
------------------------------
Title: Vice President
18
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio Advisor
By [signature illegible]
------------------------------
Title: Vice President
19
EATON VANCE SENIOR INCOME TRUST
BY: Eaton Vance Management
as Investment Advisor
By /s/ SCOTT H. PAGE
------------------------------
Name: SCOTT H. PAGE
Title: VICE PRESIDENT
FLEET BUSINESS CREDIT CORPORATION
F/K/A
SANWA BUSINESS CREDIT CORPORATION
By Peter Levy
------------------------------
Title: Sr. V.P.
21
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By /s/ Perry Vavoules
------------------------------
Title: Perry Vavoules
Senior Vice-President
22
VAN KAMPEN PRIME RATE INCOME TRUST
By /s/ Jeffrey W. Maillet
--------------------------------
Title: JEFFREY W. MAILLET
Senior Vice President & Director
23
KZH-PAMCO LLC
By /s/ Shari Finkelstein
--------------------------------
Title: SHARI FINKELSTEIN
Authorized Agent
24
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Sean Mounier
------------------------------
Title: First Vice President
By: /s/ Anthony Rock
----------------------------
Title: Vice President
25
GENERAL ELECTRIC CAPITAL
CORPORATION
By William Richardson
----------------------------
Title: Duly Authorized Signatory
26
BANK POLSKA KASA OPIEKI S.A. PEKAO
S.A. GROUP, NEW YORK BRANCH
By [signature illegible]
--------------------------------
Title: Vice President
27
ML CLO XII PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its Investment Manager
By /s/ Robert L. Wilson
--------------------------------
Name: Robert L. Wilson
Title: Vice President
29
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.
as its investment manager
By /s/ Robert L. Wilson
---------------------------------------
Name: Robert L. Wilson
Title: Vice President
30
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P.
as Collateral Manager
By /s/ James Dondero
--------------------------------
Name: James Dondero, CFA, CPA
Title: President
Highland Capital Management LP.
31
CERES FINANCE LTD.
By /s/ John H. Cullinane
--------------------------------
Name: John H. Cullinane
Title: Director
33
BLACK DIAMOND CLO 1998-1 LTD.
By /s/ John H. Cullinane
------------------------
Name: John H. Cullinane
Title: Director
36