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Exhibit 4.3(e)
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT"), dated as of
December 31, 1998, is entered into among EASCO CORPORATION ("BORROWER"), the
various financial institutions which are parties hereto ("Lenders") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION), as agent ("AGENT").
W I T N E S S E T H:
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WHEREAS, Borrower, Lenders and Agent are parties to a Credit Agreement
dated as of March 18, 1994 as amended and modified by a First Amendment to
Credit Agreement and Security Agreement dated as of January 31, 1995, a Second
Amendment to Credit Agreement dated as of February 18, 1997, and a Third
Amendment to Credit Agreement dated as of October 30, 1998, (as amended,
modified or supplemented at any time, the "CREDIT AGREEMENT"); and
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain
respects as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.
SECTION 2. AMENDMENTS TO CREDIT AGREEMENT.
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The Credit Agreement is amended as follows:
SECTION 2.1. AMENDMENT OF SECTION 8.2.4(A). Section 8.2.4(a) of the Credit
Agreement is amended by adding the following proviso after the chart:
"Notwithstanding the foregoing, for each Fiscal Quarter
ending December 31, 1998, March 31, 1999, and June 30, 1999
the Consolidated Fixed Charge Coverage Ratio on the last day
of such Fiscal Quarter for the four Fiscal Quarter periods
then ended shall not exceed 1.25 to 1.00."
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SECTION 2.2 AMENDMENT OF SECTION 8.2.4(b). Section 8.2.4(b) of the Credit
Agreement is amended by deleting the first sentence and substituting the
following in place thereof:
"Permit the Consolidated Leverage Ratio on the last day of
any Fiscal Quarter, for the Quarter then ended to exceed the
ratio set forth opposite such Fiscal Quarter:
FISCAL QUARTER ENDED LEVERAGE RATIO
December 31, 1998 7.50:1.0
March 31, 1999 7.50:1.0
June 30, 1999 6.50:1.0
September 30, 1999 and thereafter 5.75:1.0"
SECTION 2.3 AMENDMENT TO DEFINITION OF "APPLICABLE MARGIN". The definition of
"Applicable Margin" in Schedule I of the Credit Agreement is amended by deleting
the chart in its entirety and substituting the following in place thereof:
Consolidated Leverage Ratio Applicable Margin
Average Daily Used Level Greater Less than or Base Rate Eurodollar Letter of
Total Commitment Amount than equal to Loans Loans Credit Face
Amount Fee
Less than 50%
I 6.75 to 1.0 0.125% 1.500% 1.500%
II 5.0 to 1.0 6.75 to 1.0 0.125% 1.375% 1.375%
III 4.0 to 1.0 5.0 to 1.0 0.000% 1.125% 1.125%
IV 3.0 to 1.0 4.0 to 1.0 0.000% 0.875% 0.875%
V 2.0 to 1.0 3.0 to 1.0 0.000% 0.625% 0.625%
VI - 2.0 to 1.0 0.000% 0.375% 0.375%
Equal to or Between 50% and 75%
VII 6.75 to 1.0 0.375% 1.750% 1.750%
VIII 5.0 to 1.0 6.75 to 1.0 0.125% 1.625% 1.625%
IX 4.0 to 1.0 5.0 to 1.0 0.000% 1.375% 1.375%
X 3.0 to 1.0 4.0 to 1.0 0.000% 1.125% 1.125%
XI 2.0 to 1.0 3.0 to 1.0 0.000% 0.875% 0.875%
XII - 2.0 to 1.0 0.000% 0.625% 0.625%
More Than 75%
XIII 6.75 to 1.0 0.625% 2.000% 2.000%
XIV 5.0 to 1.0 6.75 to 1.0 0.375% 1.875% 1.875%
XV 4.0 to 1.0 5.0 to 1.0 0.125% 1.625% 1.625%
XVI 3.0 to 1.0 4.0 to 1.0 0.000% 1.375% 1.375%
XVII 2.0 to 1.0 3.0 to 1.0 0.000% 1.125% 1.125%
XVIII - 2.0 to 1.0 0.000% 0.875% 0.875%
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SECTION 2.4 AMENDMENT TO DEFINITION OF "NON-USE FEE PERCENTAGE". The definition
of "Non-Use Fee Percentage" in Schedule I of the Credit Agreement is amended by
deleting the chart in its entirety and substituting the following in place
thereof:
Consolidated Leverage Ratio
Greater than Less than or Non-Use Fee
equal to Percentage
6.75 to 1.0 0.675%
5.0 to 1.0 6.75 to 1.0 0.500%
4.0 to 1.0 5.0 to 1.0 0.500%
3.0 to 1.0 4.0 to 1.0 0.375%
2.0 to 1.0 3.0 to 1.0 0.250%
- 2.0 to 1.0 0.250%
SECTION 3. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Agent and Lenders, as of the date of the actual execution of this
Amendment, that:
3.1. DUE AUTHORIZATION, ETC. The execution and delivery by it of this
Amendment and the performance by it of its obligations under the Credit
Agreement are duly authorized by all necessary corporate action, do not require
any filing or registration with or approval or consent of any governmental
agency or authority, do not and will not conflict with, result in any violation
of or constitute any default under any provision of its Organic Documents or the
Organic Documents of any of its Subsidiaries or any material agreement or other
document binding upon or applicable to it or any of its Subsidiaries (or any of
their respective properties) or any material law or governmental regulation or
court decree or order applicable to it or any of its Subsidiaries, and will not
result in or require the creation or imposition of any Lien on any of its
properties or the properties of any of its Subsidiaries pursuant to the
provisions of any agreement binding upon or applicable to it or any of its
Subsidiaries.
3.2. VALIDITY. This Amendment has been duly executed and delivered by
Borrower, and this Amendment and the Credit Agreement (as amended hereby) are
legal, valid and binding obligations of Borrower, enforceable against Borrower
in accordance with their respective terms subject, as to enforcement only, to
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforceability of the rights of creditors generally and by general principles of
equity (regardless of whether enforcement is sought in a proceeding at equity or
law).
3.3 NO DEFAULT; REPRESENTATIONS AND WARRANTIES. After giving effect to the
Amendment as set forth herein, (A) no Event of Default or Default has occurred
and is continuing and (B) the representations and warranties contained in
Article VII of the Credit Agreement are true and correct, except to the extent
that such representations and warranties (a) solely relate to an earlier date or
(b) changed by circumstances permitted by the Credit Agreement.
SECTION 4. CONDITIONS PRECEDENT. The amendments to the Credit Agreement set
forth in Section 2 of this Amendment shall become effective as follows:
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4.1. CONDITIONS. The amendments contained in this Amendment shall become
effective on such date when all of the following conditions precedent shall have
been satisfied:
(a) RECEIPT OF DOCUMENTS. Agent shall have received all of the following,
each in form and substance satisfactory to Agent and Lenders:
(i) AMENDMENT. A counterpart original of this Amendment duly executed
by Borrower;
(ii) RESOLUTIONS, ETC. A certificate of the secretary or an assistant
secretary of Borrower dated the date of the execution of this Amendment or
such other date as shall be acceptable to Agent;
(iii) AMENDMENT FEE. Evidence of payment from the Borrower to the
Agent of the amendment fee for the account of each Lender, such fee to be
equal to 0.125% of the amount of such Lender's Commitment (as of the date
of this Amendment, after giving effect hereto) and to be distributed by the
Agent to each Lender upon the effectiveness of this Amendment; and
(iv) OTHER. Such other documents as Agent or Lenders may reasonably
request.
(b) NO DEFAULT. No Event of Default or Default shall have occurred and
be continuing, after giving effect to this Amendment.
SECTION 5. MISCELLANEOUS.
5.1. DOCUMENTS REMAIN IN EFFECT. Except as amended and modified by this
Amendment, the Credit Agreement and the other Credit Documents, including but
not limited to the Security Agreement, remain in full force and effect and
Borrower hereby ratifies, adopts and confirms its representations, warranties,
agreements and covenants contained in, and obligations and liabilities under,
the Credit Agreement and the other Credit Documents, including but not limited
to the Security Agreement.
5.2. REFERENCE TO CREDIT AGREEMENT. On and after the Effective Date, each
reference in the Credit Agreement to "this Agreement," "hereunder," "herein" or
words of like import, and each reference to the "Credit Agreement" in any Credit
Document, or other agreements, documents or other instruments executed and
delivered pursuant to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended herein.
5.3. HEADINGS. Headings used in this Amendment are for convenience of
reference only, and shall not affect the construction of this Amendment.
5.4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same Amendment. One or more executed counterparts of this Amendment or any
document or instrument related hereto may be delivered by telecopier, with
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the intention that they shall have the same effect as an original executed
counterpart hereof or thereof. Any party hereto delivering an executed
counterpart of this Amendment or any related document or instrument by
telecopier shall promptly provide an original of such counterpart to Agent.
5.5. EXPENSES. Borrower agrees to pay on demand all costs and expenses of
Agent (including reasonable fees, charges and disbursements of Agent's
attorneys) in connection with the preparation, negotiation, execution, delivery
and administration of this Amendment and all other instruments or documents
provided for herein or delivered or to be delivered hereunder or in connection
herewith. In addition, Borrower agrees to pay, and save Agent and Lenders
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Amendment, the borrowings
under the Credit Agreement, and the execution and delivery of any instruments or
documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided in this Section 5.5 shall survive
any termination of this Amendment or the Credit Agreement.
5.6. GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAW. Wherever possible each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under
applicable laws, but if any provision of this Amendment shall be prohibited by
or invalid under such laws, such provisions shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Amendment.
5.7. SUCCESSORS. This Amendment shall be binding upon Borrower, Lenders,
Agent and their respective permitted successors and assigns, and shall inure to
the benefit of Borrower, Lenders, Agent and their respective permitted
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
EASCO CORPORATION
By:
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Title:
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BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
AS AGENT
By:
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Title:
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BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
AS LENDER
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By:
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Title:
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PNC BANK, N.A.
By:
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Title:
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NATIONAL CITY
By:
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Title:
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