EXHIBIT 10.18 AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT
TO CREDIT AGREEMENT
(1997)
This Third Amendment to Credit Agreement (this "Amendment") is
made on the 18th day of February, 1997, to be effective as of December 31, 1996,
between FINISHMASTER, INC., an Indiana corporation of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Borrower"), and NBD BANK, a Michigan banking
corporation, of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Lender").
RECITALS
A. The Borrower is the obligor under a Credit Agreement dated
August 24, 1995 (the "Original Credit Agreement"), as amended by an Amendment to
Credit Agreement (1996) dated as of July 1, 1996, and a Second Amendment to
Credit Agreement dated February 11, 1997 (as amended, the "Existing Credit
Agreement"), pursuant and subject to which Lender agreed to extend the following
loans (the "Loans"):
(i) Acquisition Loans in an aggregate amount (subject
to the adjustments set forth in the Existing Credit
Agreement) of up to $15,000,000;
(ii) Working Capital Loans in an aggregate amount
(subject to the adjustments set forth in the Existing
Credit Agreement) of up to $5,000,000; and
(iii) Subject to the terms and conditions of the
Existing Credit Agreement, Term Loans converted from
Acquisition Loans (the aggregate outstanding
principal balance of which reduces the Total
Acquisition Loan Commitment).
B. The Borrower and the Lender wish to set forth certain
amendments to the Existing Credit Agreement and the documents that evidence,
secure or otherwise relate to the Loans (the "Loan Documents").
NOW, THEREFORE, the Lender and the Borrower agree as follows:
1. Definitions. Any capitalized term used but not defined in
this Amendment will have the meaning assigned to such term in the Existing
Credit Agreement. From and after the date of this Amendment, each reference in
the Existing Credit Agreement, the Loan Documents and this Amendment to the term
(i) "Agreement" means the Existing Credit Agreement, as modified by this
Amendment, and (ii) "Loan Documents" includes, without limitation, this
Amendment.
2. Funded Debt/EBITDA. Paragraph 6.6B of the Original Credit
Agreement is amended and restated in its entirety, effective as of December 31,
1996, as follows:
The Borrower and Refinishers will not, on a consolidated
basis, permit or suffer their ratio of (i) Funded Debt to (ii) EBITDA, as
measured on the last day of each calendar quarter, in each case for the four
calendar quarters preceding the date of measurement, to exceed:
(a) 3.75 to 1 with respect to the four quarter
period ending on December 31, 1996; and
(b) 3.50 to 1 with respect to each four quarter
period ending on or after March 31, 1997.
3. Debt Coverage Ratio. Paragraph 6.6D of the Original Credit
Agreement is amended and restated in its entirety, effective as of December 31,
1996, as follows:
At any time that there remains outstanding any indebtedness
under Term Loan, the Borrower and Refinishers will not, on a
consolidated basis, permit or suffer their ratio of (i) EBITDA
(less provision for cash taxes based on income) to (ii) Debt
Service, as measured on the last day of each calendar quarter,
in each case for the four calendar quarters preceding the date
of measurement, to be:
(a) less that 1.08 to 1 with respect to the four
quarter period ending on December 31, 1996;
(b) less than 1.15 to 1 with respect to the four
quarter period ending on March 31, 1997;
(c) less than 1.2 to 1 with respect to the four
quarter period ending on June 30, 1997:
(d) less than 1.25 to 1 with respect to the four
quarter period ending on September 30, 1997;
and
(e) less than 1.4 to 1 with respect to each four
quarter period ending on or after December
31, 1997.
4. Costs and Expenses. Borrower agrees to pay all costs and
expenses in connection with the negotiation, preparation, reproduction,
execution, delivery, enforcement, attempted enforcement and defense of the terms
of this Amendment and the other Loan Documents and of Lender's actions in
connection therewith, and all amendments or modifications of or supplements to
any of the foregoing, and any and all other documents furnished pursuant hereto
or thereto, or in connection herewith or therewith.
5. Execution and Counterparts. This Amendment may be executed
in any number of counterparts, each of which, when so executed and delivered,
shall be deemed to be an original, but when taken together shall constitute one
and the same Amendment.
6. Headings. Section headings used in this Amendment are for
convenience of reference only and shall not affect the construction of the
Agreement.
7. Enforceability of Loan Documents. Except as expressly and
specifically set forth herein, the Loan Documents remain unmodified and in full
force and effect. In the event of any discrepancy between any other Loan
Document and this Amendment, the terms and conditions of this Amendment will
control and such other Loan Document is deemed amended to conform hereto.
Executed by the parties on the date first set forth above.
NBD Bank, a Michigan banking
corporation
By:\s\ ▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: \s\ Vice President
FinishMaster, Inc., an
Indiana corporation
By:\s\ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
Its:\s\ Vice President
