EXHIBIT 99(f)-Amendment Four to the Credit Agreement
AMENDMENT NO. 4 TO CREDIT AGREEMENT ("Amendment") is dated as of September 22,
1999, among FINISHMASTER, INC., an Indiana corporation (the "Borrower"), the
institutions listed on the signature pages hereof as Lenders (the "Lenders"),
and BANK ONE, INDIANA, N.A. (formerly known as NBD BANK, N.A.) in its capacity
as contractual representative for itself and the other Lenders (the "Agent")
under that certain Credit Agreement dated as of November 19, 1997 by and among
the Borrower, the Lenders and the Agent, as amended by Amendment No. 1 thereto
dated as of December 10, 1997, Amendment No. 2 thereto dated as of March 27,
1998 and Amendment No. 3 thereto dated as of October 30, 1998 (the "Credit
Agreement"). Defined terms used herein and not otherwise defined herein shall
have the meaning given to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Agent have entered the
Credit Agreement; and
WHEREAS, Borrower, the Lenders and the Agent have agreed to amend the
Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrower, the Lenders and the Agent agree as
follows:
1. Amendment to the Credit Agreement. Effective as of the date first
above written and subject to the execution of this Amendment by the parties
hereto and the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as follows:
a. Section 1.1 shall be amended as follows:
(i) The definition of "Borrowing Base" shall be amended
to delete the current clauses (iv) and (v) in their
entirety and to substitute the following new clauses
(iv) and (v) therefor: "(iv) at all times between
November 3, 1998 and April 30, 1999 and between
September 22, 1999 and April 30, 2001, $7,500,000;
plus (v) at all times between December 1, 2001 (and
each year thereafter) and April 30, 2002 (and each
year thereafter), $5,000,000;".
(ii) The definition of "Excess Cash Flow" shall be deleted
in its entirety.
b. Section 2.5(B)(i)(b) shall be deleted in its entirety and the
words "(b) [RESERVED]" shall be substituted therefor.
c. Section 2.15(D)(ii) shall be amended to delete the pricing
grid in its entirety and to substitute the following new
pricing grid therefor:
Applicable Applicable Applicable
Eurodollar Floating Rate Commitment
Leverage Ratio Margin Margin Fee Percentage
Greater than or
equal to 4.0 to 1.0 2.25% 0.75% 0.50%
Greater than or
equal to 3.5 to 1.0
and less than
4.0 to 1.0 2.00% 0.50% 0.375%
Greater than or
equal to 3.0 to 1.0
and less than
3.5 to 1.0 1.75% 0.25% 0.25%
Greater than or
equal to 2.5 to 1.0
and less than
3.0 to 1.0 1.50% 0.00% 0.25%
Greater than or
equal to 2.0 to 1.0
and less than
2.5 to 1.0 1.25% 0.00% 0.25%
Less than 2.0 to 1.0 1.00% 0.00% 0.20%
d. Section 7.4(A)(i) shall be amended to delete the reference to
"September 30, 2000" and to substitute therefor "March 31,
2001".
e. Section 7.4(B) shall be amended to delete the portion of the
Leverage Ratios chart beginning with the quarter ending
September 30, 1999 through and including the quarter ending
March 31, 2001 in its entirety and to substitute the following
revised quarter ends and Leverage Ratios therefor:
"September 30, 1999 4.40 to 1.00
December 31, 1999 4.40 to 1.00
March 31, 2000 4.40 to 1.00
June 30, 2000 4.40 to 1.00
September 30, 2000 4.25 to 1.00
December 31, 2000 4.25 to 1.00
March 31, 2001 4.00 to 1.00".
f. Section 7.4(D) shall be amended to delete the portion of the
Interest Expense Coverage Ratio chart beginning with the
quarter ending March 31, 2000 through and including the
quarter ending March 31, 2001 in its entirety and to
substitute the following revised quarter ends and Interest
Expense Coverage Ratios therefor:
"March 31, 2000 2.25 to 1.0
June 30, 2000 2.25 to 1.0
September 30, 2000 2.25 to 1.0
December 31, 2000 2.25 to 1.0
March 31, 2001 2.25 to 1.0".
2. Conditions Precedent. This Amendment shall become
effective as of the date above written, if, and only
if:
a. the Agent has received duly executed originals of
this Amendment from the Borrower, the Lenders and the
Agent;
b. the Borrower shall have paid to the Agent, for the
benefit of each Lender that delivers a signature page
to this Amendment on or prior to the effective date
hereof, an amendment fee in the amount of ten basis
points on the aggregate Commitment of all of the
Lenders; and
c. the Borrower shall have paid to Banc One Capital
Markets, Inc. (formerly known as First Chicago
Capital Markets, Inc.), as Arranger, a fee in the
amount disclosed in that certain Fee Letter dated as
of September 13, 1999.
3. Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement, as
amended hereby, constitute legal, valid and binding
obligations of the Borrower and are enforceable
against the Borrower in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the
Borrower hereby reaffirms all representations and
warranties made in the Credit Agreement, and to the
extent the same are not amended hereby, agrees that
all such representations and warranties shall be
deemed to have been remade as of the date of delivery
of this Amendment, unless and to the extent that any
such representation and warranty is stated to relate
solely to an earlier date, in which case such
representation and warranty shall be true and correct
as of such earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness of Section 1 hereof, on
and after the date hereof, each reference in the
Credit Agreement to "this Credit Agreement,"
"hereunder," "hereof," "herein" or words of like
import shall mean and be a reference to the Credit
Agreement as amended hereby.
(b) The Credit Agreement, as amended hereby, and all
other documents, instruments and agreements executed
and/or delivered in connection therewith, shall
remain in full force and effect, and are hereby
ratified and confirmed.
(c) Except as expressly provided herein, the
execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right,
power or remedy of the Agent or the Lenders, nor
constitute a waiver of any provision of the Credit
Agreement or any other documents, instruments and
agreements executed and/or delivered in connection
therewith.
5. Governing Law. This Amendment shall be governed by
and construed in accordance with the internal laws
(as opposed to the conflict of law provisions) of the
State of Indiana.
6. Headings. Section headings in this Amendment are
included herein for convenience of reference only and
shall not constitute a part of this Amendment for any
other purpose.
7. Counterparts. This Amendment may be executed by one
or more of the parties to the Amendment on any number
of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and
the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
on the date first above written.
FINISHMASTER, INC., as Borrower
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
and Chief Financial Officer
BANK ONE, INDIANA, N.A.
(formerly known as NBD BANK, N.A.),
as Agent
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
LENDERS:
BANK ONE, INDIANA, N.A.
(formerly known as NBD BANK, N.A.)
By: /s/
----------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
(formerly known as BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION)
By: /s/
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Name:
Title:
XXXXXX TRUST AND SAVINGS BANK
By: /s/
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Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By: /s/
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Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION
By: /s/
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Name:
Title:
THE NORTHERN TRUST COMPANY
By: /s/
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By: /s/
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Name:
Title:
