EXHIBIT 10.24
FIRST AMENDMENT TO
ABT BUILDING PRODUCTS CORPORATION
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
-------------------------------------------
This Amendment is dated as of the _____ day of February, 1998 by and
between COMERICA BANK, a Michigan banking corporation, CREDITANSTALT AG (f/k/a
Creditanstalt-Bankverein), a bank organized under the laws of the Republic of
Austria, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national banking
association, XXXXXX TRUST AND SAVINGS BANK, an Illinois banking corporation,
NATIONAL CITY BANK, a national banking association, BANK ONE-WISCONSIN
(successor in interest hereunder to Bank One Dayton, N.A.), a national banking
association, FIRSTAR BANK MILWAUKEE, N.A., a national banking association,
LASALLE NATIONAL BANK, a national banking association, U.S. BANK NATIONAL
ASSOCIATION f/k/a and d/b/a FIRST BANK NATIONAL ASSOCIATION, a national banking
association (collectively, "Banks"), COMERICA BANK, as agent for the Banks
("Agent") and ABT BUILDING PRODUCTS CORPORATION, a Delaware corporation, ABTCO,
INC., a Delaware corporation, and ABT CANADA, LTD., a Nova Scotia corporation
(collectively, "Company"), in connection with that certain Third Amended and
Restated Revolving Credit and Term Credit Agreement executed by and among them
(and KenTech Plastics, Inc., a Delaware corporation that was subsequently merged
into ABTco, Inc. as of December 31, 1997) as of March 11, 1997. ("Agreement").
WHEREAS, Company has requested Agent and the Banks to amend certain
provisions of the Agreement and Agent and the Banks are willing to do so on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
A. DEFINITIONS
1. Capitalized terms used herein and not defined to the contrary have the
meanings given them in the Agreement.
B. AMENDMENTS
1. Section 1.39 of the Agreement is hereby amended and restated in its
entirety as follows:
"1.39 `EBITDA' shall mean, as of the last day of any fiscal quarter,
for the four fiscal quarters immediately preceding any calculation thereof,
Net Income (before impact of extraordinary non-cash items) plus the
aggregate amounts deducted in determining Net Income for such period in
respect of: (i) the provision for taxes based on income; (ii) Interest
Expense; (iii) depreciation and amortization; and (iv) the Five Million
Eight Hundred Seventy Nine Thousand Six Hundred One Dollar ($5,879,601)
non-cash fixed asset write-down taken at
-1-
KenTech as of June 30, 1997 shown on the financial statements for Company
and the Subsidiaries as of such date delivered to Agent and the Banks; all
determined for Company and the Subsidiaries or (where the context so
indicates) the Company and the Restricted Subsidiaries, on a Consolidated
basis in accordance with GAAP."
2. Section 1.95 of the Agreement is hereby amended and restated in its
entirety as follows:
"1.95 `Permitted Borrowers' shall mean ABT and ABT Canada."
3. Section 1.117 of the Agreement is hereby amended and restated in its
entirety as follows:
"1.117 `Revolving Credit Maturity Date' shall mean March 10, 2003, or
such later date as to which it may be extended, at the request of Company,
pursuant to Section 2.10 hereof."
4. Schedule 1.79 of the Agreement is hereby replaced with Schedule 1.79
attached hereto.
5. Schedule 1.96 of the Agreement is hereby replaced with Schedule 1.96
attached hereto.
6. Clauses (a) through (c) of Section 2.10 of the Agreement is hereby
amended and restated in its entirety as follows:
"(a) Extension Request. Notwithstanding anything contained in this
-----------------
Agreement to the contrary, not later than four (4) years and
sixty (60) days prior to the Revolving Credit Maturity Date then
in effect, the Company may, by delivery of a duly completed
Extension Request, irrevocably request that each Bank extend the
then Existing Revolving Credit Maturity Date for additional
periods, (i) in the case of the extension of the Revolving
Credit Maturity Date from March 10, 2003, to a date not later
than fifteen (15) months after such date, and (ii) in the case
of any other extension of the Revolving Credit Maturity Date,
for additional periods not greater than the year. Promptly upon
receipt of an Extension Request, the Agent shall notify each
Bank thereof by delivery to each Bank a copy of the Extension
Request.
(b) Responses to Extension Request. Each Bank shall: (i) in the case
------------------------------
of an Extension Request requesting the extension of the
Revolving Credit Maturity Date from March 10, 2003, within one
hundred twenty (120) days after receipt of the Extension
Request, and (ii) in each other case, within thirty (30) days
after receipt of the
-2-
Extension Request, notify the Agent whether it consents to the
request of Company set forth in such Extension Request, such
consent to be in the sole discretion of such Bank. If any Bank
does not so notify the Agent within such time period, such Bank
shall be deemed not to have consented to such request.
(c) Notice of Consent. The Agent shall notify Company whether the
-----------------
Banks have consented to the request set forth in an Extension
Request. If the Agent does not notify the Company within five
(5) days after the expiration of the period for Bank responses
set forth in clause (b) above, the Agent shall be deemed to have
notified the Company that the Banks have not consented to the
request."
7. Schedule 11.4 of the Agreement is hereby replaced with Schedule 11.4
attached hereto.
8. Section 11.14 of the Agreement is hereby amended by deleting
therefrom, in each place it appears, the word "KenTech".
9. Section 13.4 of the Agreement is hereby amended and restated in its
entirety as follows:
"13.4 Financial Covenants. Each of them will not permit, with
-------------------
respect to both the Company and the Subsidiaries and (by separate
determination) the Company and the Restricted Subsidiaries:
(a) the Fixed Charge Coverage Ratio, as of the last day of any
fiscal quarter, to be less than:
(i) from the Closing Date until September 29, 1998, 1.1
to 1;
(ii) from and including September 30, 1998 until December
30, 1998, 1.25 to 1; and
(iii) from and including December 31, 1998 and at all times
thereafter, 1.5 to 1;
(b) the Leverage Ratio, as of the last day of any fiscal
quarter, to be more than:
(i) from the Closing Date until September 29, 1998, 3.5
to 1.0; and
(ii) from and including September 30, 1998 and at all time
thereafter, 3.25 to 1.
-3-
(c) to have a Tangible Net Worth, as of the last day of any
fiscal quarter, of less than the sum of: (i) Eighty Four
Million Seven Hundred Eighty Two Thousand Dollars
($84,782,000), and (ii) fifty percent (50%) of the greater
of the Net Income (if positive) of Company and the
Subsidiaries or Company and the Restricted Subsidiaries
earned (in each case) in each fiscal quarter subsequent to
the fiscal quarter ended December 31, 1996.
C. REPRESENTATIONS
Company hereby represents and warrants that:
1. Execution, delivery and performance of this Amendment and any other
documents and instruments required under this Amendment or the Agreement are
within Company's powers, have been duly authorized, are not in contravention of
law or the terms of Company's Articles of Incorporation or Bylaws, and do not
require the consent or approval of any governmental body, agency or authority.
2. This Amendment, and the Agreement as amended by this Amendment, and
any other documents and instruments required under this Amendment or the
Agreement ("Documents"), when issued and delivered under this Amendment or the
Agreement, will be valid and binding in accordance with their terms.
3. The continuing representations and warranties of Company set forth in
Sections 11.1 through 11.9 and 11.11 through 11.20 of the Agreement are true and
correct on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
4. The continuing representations and warranties of Company set forth in
Section 11.10 of the Agreement are true and correct as of the date hereof with
respect to the most recent financial statements furnished to the Agent by
Company in accordance with Section 12.1 of the Agreement.
5. No Default or Event of Default has occurred and is continuing as of
the date hereof.
D. MISCELLANEOUS
1. This Amendment may be executed in as many counterparts as Agent, Banks
and Company deem convenient and shall become effective upon: (a) delivery to
Agent of counterparts hereof executed by each of the parties; (b) delivery by
Company to Agent of each of the Documents listed on the Checklist attached as
Exhibit "A" hereto; and (c) payment by Company to Agent of an Amendment Fee
equal to One Hundred Seventy Five Thousand Dollars ($175,000), provided however
that upon such delivery and payment, the restatement of Section 1.39 of the
Agreement set forth in Section B.1 of this Amendment shall be deemed to be
effective
-4-
as of June 30, 1997.
2. Company, Agent and the Banks acknowledge and agree that, except as
specifically amended by this Amendment, all of the terms and conditions of the
Agreement and the Documents remain in full force and effect in accordance with
their original terms.
3. Company shall pay all of Agent's legal costs and expenses (including
attorneys' fees and expenses) incurred in the negotiation, preparation and
closing hereof.
4. Except as specifically set forth herein, nothing set forth in this
Amendment shall constitute, or be interpreted or construed to constitute, a
waiver of any right or remedy of Agent or the Banks, or of any Default or Event
of Default whether now existing or hereafter arising.
WITNESS the due execution hereof as of the day and year first above
written.
ABT BUILDING PRODUCTS COMERICA BANK,
CORPORATION as Agent
By:_____________________________________ By:_______________________________
Xxxx X. XxxXxxxxx Xxxxxxx X. Block
Its: Vice President Finance - Treasurer Its: Vice President
One Neenah Center, Suite 600 One Xxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000-0000 Suite 612
Telephone: (000) 000-0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ABTco, INC ABT CANADA, LTD.
By:_____________________________________ By:_______________________________
Xxxx X. XxxXxxxxx Xxxx X. XxxXxxxxx
Its: Vice President Finance - Treasurer Its: Assistant Secretary
One Neenah Center, Suite 600 One Neenah Center, Suite 600
Neenah, Wisconsin 54956-3070 Xxxxxx, Xxxxxxxxx 00000-0000
Telephone: (000) 000-0000 Telephone: (000) 000-0000
Facsimile: (000) 000-0000 Facsimile: (000) 000-0000
-5-
COMERICA BANK
By:_______________________________
Xxxxxxx X. Block
Its: Vice President
Xxx Xxx Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-6-
-7-
-8-
FIRST UNION NATIONAL BANK
OF NORTH CAROLINA,
as Documentation Agent and Bank
By:_______________________________
Its:_______________________________
000 X. Xxxxxxx Xxxxxx
Xxx Xxxxx Xxxxx Xxxxxx, XX-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-9-
-10-
-11-
XXXXXX TRUST AND SAVINGS BANK
as Syndication Agent and Bank
By:_______________________________
Its:_______________________________
000 Xxxx Xxxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ABA No. 071-000288
-00-
-00-
-00-
XXXXXXXXXXXXX XX
By:_______________________________
Its:_______________________________
-and-
By:_______________________________
Its:_______________________________
Creditanstalt AG
0 Xxxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-00-
-00-
-00-
XXXXXXXX XXXX XXXX
By:__________________________________
Its:__________________________________
National City Center
0000 X. 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-00-
-00-
-00-
XXXX XXX-XXXXXXXXX
By:___________________________________
Its:__________________________________
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-00-
-00-
-00-
XXXXXXX XXXX XXXXXXXXX, N.A.
By:___________________________________
Its:__________________________________
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-00-
-00-
-00-
XXXXXXX XXXXXXXX BANK
By:___________________________________
Its:__________________________________
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-00-
-00-
-00-
X.X. XXXX NATIONAL ASSOCIATION, f/k/a and
d/b/a First Bank National Association
By:___________________________________
Its:__________________________________
First Bank Place
000 Xxxxxx Xxxxxx Xxxxx, XXXX0000
Xxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
-00-
-00-
-00-
XXXXXXX "A"
-----------
FIRST AMENDMENT TO
ABT BUILDING PRODUCTS CORPORATION
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
CLOSING CHECKLIST
-----------------
1. First Amendment to Credit Agreement
a. Exhibit "A" - Checklist
b. Schedule 1.79 - Margin
c. Schedule 1.96 - Permitted Borrower Maximums
d. Schedule 11.4 - Litigation
2. Recertification and Amendment of Authority Documents (Company)
3. Recertification and Amendment of Authority Documents (ABT)
a. Exhibit "A" - Certificate of Merger with KenTech
4. Recertification and Amendment of Authority Documents (Canada)
-33-
SCHEDULE 1.79
MARGINS
-------
====================================================================================================================================
Leverage Ratio less than 1.5:1.0 more than 1.5:1.0 more than 2.0:1.0 more than 2.60:1.0 more than 3.0:1.0 more than 3.25:1.0
- - - - -
But But But But
less than 2.0:1.0 less than 2.60:1.0 less than 3.0:1.0 less than 3.25:1.0
====================================================================================================================================
Margin for 10.00 15.00 17.50 20.00 25.00 35.00
Revolving Credit
Facility Fees
------------------------------------------------------------------------------------------------------------------------------------
Margin for 28.50 40.00 50.00 62.50 75.00 100.00
Revolving Credit
Eurocurrency-
based Advances
------------------------------------------------------------------------------------------------------------------------------------
Margin for 28.50 40.00 50.00 62.50 75.00 100.00
Letters of Credit
------------------------------------------------------------------------------------------------------------------------------------
Margin for Line 9.00 11.00 12.50 15.00 20.00 30.00
of Credit Facility
Fees
------------------------------------------------------------------------------------------------------------------------------------
Margin for Line 29.50 44.00 55.00 67.50 80.00 105.00
of Credit
Eurocurrency-
based Advances
====================================================================================================================================
-34-
SCHEDULE 1.96
-------------
PERMITTED BORROWER MAXIMUMS
---------------------------
ABT $175,000,000
ABT Canada $60,000,000
-35-
SCHEDULE 11.4
-------------
LITIGATION
----------
[TO BE PROVIDED BY COMPANY]
-36-
