Exhibit 4(j)
of the 12/31/2001
Xxxxxx International, Inc.
Form 10k
AMENDMENT NO. 2 AND CONSENT
THIS AMENDMENT NO. 2 AND CONSENT (this "Amendment") dated as
of December 3, 2001 to the Credit Agreement referenced below, is
by and among XXXXXX, INC., a Delaware corporation (the
"Borrower), XXXXXX INTERNATIONAL, INC., a Delaware corporation
("Holdings"), the Lenders identified therein; BANK OF AMERICA,
N.A., as Administrative Agent; and XXXXXX COMMERCIAL PAPER, INC.,
as Syndication Agent.
W I T N E S S E T H
WHEREAS, a $500,000,000 million credit facility has been
established in favor of the Borrower pursuant to that Credit
Agreement (as amended, modified, increased, extended, renewed or
replaced, the "Credit Agreement") dated as of August 19, 1999
among the Borrower, Holdings, the Lenders identified therein,
Xxxxxx Brothers Inc., as Advisor, Lead Arranger and Book Manager,
Xxxxxx Commercial Paper Inc., as Syndication Agent and Bank of
America, N.A., as Administrative Agent;
WHEREAS, pursuant to the Non-Shared Guarantee and Collateral
Agreement (the "Non-Shared Agreement") dated as of August 19,
1999 among the Borrower, Holdings, the Subsidiaries of the
Borrower party thereto (the "Subsidiary Guarantors") and the
Administrative Agent, Holdings and the Subsidiary Guarantors
guaranteed the obligations of the Borrower under the Credit
Documents in accordance with the terms thereof;
WHEREAS, the Borrower has made arrangements to sell (the
"Alliant Transaction") its sporting equipment business through
which it is engaged in the manufacture, marketing, sale and
distribution of ammunition, sports optics, reloading equipment
and related products to Alliant Techsystems, Inc., a Delaware
corporation ("Alliant") pursuant to the terms of that Stock
Purchase Agreement, as may be amended in accordance herewith,
(the "Purchase Agreement") dated as of November 6, 2001 among the
Borrower, Holdings and Alliant in exchange for approximately
3,048,780 shares of common stock of Alliant (the "Alliant
Stock");
WHEREAS, the Borrower has requested certain modifications to
the Credit Agreement; and
WHEREAS, the Lenders have agreed to the requested
modifications on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meanings provided in the Credit
Agreement.
2. Consent to Alliant Transaction. The Required Lenders
hereby consent to the consummation of the Alliant Transaction,
notwithstanding Section 7.5 and Section 7.8 of the Credit
Agreement, provided that (a) the Alliant Transaction shall be
consummated in accordance with the terms of the Purchase
Agreement (without giving effect to any amendment, consent,
waiver or other modification that is adverse to the Lenders to
the Purchase Agreement unless the Administrative Agent has
consented to such amendment, consent, waiver or other
modification) and (b) after giving effect to this Amendment, no
Default or Event of Default shall exist immediately prior to the
Alliant Transaction or would exist immediately after giving
effect to the Alliant Transaction. For the avoidance of doubt,
the Required Lenders acknowledge and agree that any amounts due
and payable by Borrower to Alliant pursuant to the Purchase
Agreement upon the receipt of proceeds from the sale of Alliant
Stock do not constitute Net Cash Proceeds.
3. Release.
3.1 Immediately upon consummation of the Alliant
Transaction and receipt by the Borrower of Alliant Stock
sufficient (determined in accordance with Section 7(b) of this
Amendment) to generate Net Cash Proceeds ("Minimum Net Cash
Proceeds") that are sufficient to prepay the Tranche B Term Loans
such that no more than $180,000,000 will be outstanding following
such prepayment, the Required Lenders hereby authorize and direct
the Administrative Agent to release (a) Federal Cartridge
Company, Xxxxxxx Outdoor Corporation, Estate Cartridge, Inc. and
Ammunition Accessories, Inc. (the "Transferred Subsidiaries")
from their respective guaranty and other obligations under the
Non-Shared Agreement, (b) the security interests granted by the
Transferred Subsidiaries to the Administrative Agent under the
Non-Shared Agreement and (c) the security interests granted by
the Borrower to the Administrative Agent under the Credit
Documents in those assets, and only those assets, being
transferred by the Borrower pursuant to the Purchase Agreement
and the Contribution Agreement contemplated by the Purchase
Agreement.
3.2 Immediately upon consummation of the Alliant
Transaction and receipt by the Borrower of Alliant Stock at least
sufficient (determined in accordance with Section 7(b) of this
Amendment) to generate the Minimum Net Cash Proceeds, the
Required Lenders hereby authorize and direct the Collateral
Trustee to release the Capital Stock of the Transferred
Subsidiaries from the Shared Collateral Pledge Agreement.
3.3 Immediately upon consummation of the Alliant
Transaction and receipt by the Borrower of Alliant Stock at least
sufficient (determined in accordance with Section 7(b) of this
Amendment) to generate the Minimum Net Cash Proceeds, the
Required Lenders hereby authorize and direct the Collateral
Trustee or the Administrative Agent, as applicable, to release
the following properties from the Mortgage to which it is
subject:
(a) 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxx
(b) 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxx
(c) 000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
(d) 000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx
(e) 000 Xxxxx Xxxxx, Xxxxx, Xxxxxxxxx
(f) N5549 County Road Z, Onalaska, Wisconsin
(g) 000 Xxx Xxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx
(h) Tammany Creek Road, Lewiston, Idaho
3.4 Immediately upon receipt by the Administrative Agent,
for distribution to the Lenders in accordance with the Credit
Agreement, of Net Cash Proceeds in an amount equal to or greater
than the Minimum Net Cash Proceeds from the sale of the Alliant
Stock in accordance with the Underwriting Agreement (defined
below), the Required Lenders hereby authorize and direct the
Administrative Agent to release the Alliant Stock from the Share
Security Agreement dated as of the date hereof between the
Borrower and the Administrative Agent (it being understood that
all Net Cash Proceeds from the sale of the Alliant Stock shall be
paid to the Administrative Agent for distribution to the Lenders
in accordance with the Credit Agreement).
3.5 The parties intend for all of the transactions
described in this Section 3 to be substantially contemporaneous.
4. Waiver. The Required Lenders hereby waive any Default
or Event of Default that exists solely as a result of the
Borrower's failure to comply with Section 7.1(a) (Consolidated
Leverage Ratio), Section 7.1(b) (Consolidated Interest Coverage
Ratio), Section 7.1(c) (Consolidated Senior Debt to Consolidated
EBITDA Ratio) and Section 7.1(d) (Consolidated EBITDA) as of and
for the fiscal quarter ended September 30, 2001. The foregoing
waiver shall not modify or affect the Borrower's obligation to
comply with Section 7.1(a), Section 7.1(b) and Section 7.1(c) of
the Credit Agreement, as amended hereby, for any fiscal quarter
other than the fiscal quarter ended September 30, 2001.
5. Amendments to the Credit Agreement. The Credit
Agreement is amended in the following respects:
5.1 The Total Revolving Credit Commitment is hereby
permanently reduced from $100,000,000 to $75,000,000.
5.2 The L/C Commitment is hereby permanently reduced from
$20,000,000 to $15,000,000.
5.3 The Pricing Grid is eliminated, and the definition of
Applicable Margin in Section 1.1 of the Credit Agreement is
amended to read as follows:
"Applicable Margin" means (a) for each Tranche B Term
Loan that is a LIBOR Loan, 4.50% per annum, (b) for
each Tranche B Term Loan that is a Base Rate Loan,
3.50% per annum, (c) for each Revolving Loan that is a
LIBOR Loan, 4.25% per annum and (d) for each Revolving
Loan that is a Base Rate Loan, 3.25% per annum.
5.4 The definition of Commitment Fee Rate in Section 1.1 of
the Credit Agreement is amended to read as follows:
"Commitment Fee Rate" means a rate per annum equal to
one-half of one percent (0.50%).
5.5 Section 7.1(a) is amended to read as follows:
(a) Consolidated Leverage Ratio. Permit the
Consolidated Leverage Ratio as at the last day of any period
of four consecutive fiscal quarters of Holdings ending with
any fiscal quarter set forth below to exceed the ratio set
forth below opposite such fiscal quarter:
Fiscal Quarter Ending Consolidated
Leverage Ratio
September 30, 2001 8.40 to 1.0
December 31, 2001 8.40 to 1.0
March 31, 2002 9.20 to 1.0
June 30, 2002 9.10 to 1.0
September 30, 2002 9.00 to 1.0
December 31, 2002 8.40 to 1.0
March 31, 2003 8.40 to 1.0
June 30, 2003 8.00 to 1.0
September 30, 2003 7.90 to 1.0
December 31, 2003 7.50 to 1.0
March 31, 2004 4.25 to 1.0
June 30, 2004 4.25 to 1.0
September 30, 2004 4.00 to 1.0
December 31, 2004 4.00 to 1.0
March 31, 2005 4.00 to 1.0
June 30, 2005 4.00 to 1.0
September 30, 2005 3.75 to 1.0
December 31, 2005 3.75 to 1.0
March 31, 2006 3.75 to 1.0
June 30, 2006 3.75 to 1.0
5.6 Section 7.1(b) is amended to read as follows:
(b) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of Holdings ending with any
fiscal quarter set forth below to be less than the ratio set
forth below opposite such fiscal quarter:
Consolidated
Fiscal Quarter Ending Interest Coverage
Ratio
September 30, 2001 1.10 to 1.0
December 31, 2001 1.00 to 1.0
March 31, 2002 1.00 to 1.0
June 30, 2002 1.00 to 1.0
September 30, 2002 1.00 to 1.0
December 31, 2002 1.10 to 1.0
March 31, 2003 1.10 to 1.0
June 30, 2003 1.10 to 1.0
September 30, 2003 1.20 to 1.0
December 31, 2003 1.20 to 1.0
March 31, 2004 3.00 to 1.0
June 30, 2004 3.00 to 1.0
September 30, 2004 3.00 to 1.0
December 31, 2004 3.00 to 1.0
March 31, 2005 3.25 to 1.0
June 30, 2005 3.25 to 1.0
September 30, 2005 3.25 to 1.0
December 31, 2005 3.25 to 1.0
March 31, 2006 3.25 to 1.0
June 30, 2006 3.25 to 1.0
5.7 Section 7.1(c) is amended to read as follows:
(c) Consolidated Senior Debt to Consolidated EBITDA
Ratio. Permit the Consolidated Senior Debt to Consolidated
EBITDA Ratio as at the last day of any period of four
consecutive fiscal quarters of Holdings ending with any
fiscal quarter set forth below to exceed the ratio set forth
below opposite such fiscal quarter:
Consolidated
Fiscal Quarter Ending Senior Debt to
Consolidated
EBITDA Ratio
September 30, 2001 3.80 to 1.0
December 31, 2001 2.00 to 1.0
March 31, 2002 2.30 to 1.0
June 30, 2002 2.10 to 1.0
September 30, 2002 2.10 to 1.0
December 31, 2002 1.90 to 1.0
March 31, 2003 2.00 to 1.0
June 30, 2003 1.80 to 1.0
September 30, 2003 1.80 to 1.0
December 31, 2003 1.60 to 1.0
5.8 Section 7.1(d) is deleted in its entirety.
6. Covenants of the Borrower. The Borrower hereby
covenants and agrees with the Administrative Agent and the
Lenders as follows:
(a) Immediately upon receipt of the proceeds of the
sale of the Alliant Stock, the Borrower shall pay to the
Administrative Agent, for the ratable benefit of the Lenders
that deliver executed consents to this Amendment on or prior
to 3:00 p.m. EST on December 3, 2001 (the "Approving
Lenders"), an amendment fee equal to one percent (1.0%) on
the sum of (i) the aggregate Revolving Credit Commitments of
the Approving Lenders (after giving effect to the reduction
in the Total Revolving Credit Commitment set forth in this
Amendment) and (ii) the aggregate principal amount of the
outstanding Term Loans of the Approving Lenders (after
giving effect to the prepayment of the Term Loans with the
proceeds of the Alliant Transaction).
(b) Immediately upon receipt of the proceeds of the
sale of the Alliant Stock, the Borrower shall pay to the
Administrative Agent, for its own account, a structuring and
arrangement fee equal to one-half of one percent (0.5%) on
the sum of (i) the Total Revolving Credit Commitment (after
giving effect to the reduction in the Total Revolving Credit
Commitment set forth in this Amendment) and (ii) the
aggregate principal amount of all outstanding Term Loans
(after giving effect to the prepayment of the Term Loans
with the proceeds of the Alliant Transaction).
(c) Immediately upon receipt of the proceeds of the
sale of the Alliant Stock, the Borrower shall reimburse the
Administrative Agent, the Syndication Agent, the Collateral
Trustee and the Lenders for all reasonable out-of-pocket
costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred on or prior to the
closing date of this Amendment in connection with the
preparation, execution and delivery of this Amendment and
the documents and transactions contemplated hereby.
7. Conditions Precedent. This Amendment shall become
effective upon, and only upon, the satisfaction of all of the
following conditions precedent on or before December 10, 2001:
(a) receipt by the Administrative Agent of this
Amendment executed by the Credit Parties and the Syndication
Agent;
(b) receipt by the Borrower, in accordance with the
Purchase Agreement, of an amount of Alliant Stock that is
sufficient to generate Minimum Net Cash Proceeds, such
sufficiency to be determined based upon the per share
purchase price of the Alliant Stock specified in the
Underwriting Agreement;
(c) entry by the Borrower into an underwriting
agreement (the "Underwriting Agreement") with Xxxxxx
Brothers, Inc. relating to the Purchase Agreement, which
Underwriting Agreement is sufficient (determined in
accordance with Section 7(b) of this Amendment) to generate,
on the date the Alliant Transaction is consummated, at least
the Minimum Net Cash Proceeds; and
(d) receipt by the Administrative Agent of an opinion
of counsel to the Credit Parties relating to this Amendment
in form and substance reasonably satisfactory to the
Administrative Agent.
8. Affirmation of Representations and Warranties. The
Credit Parties hereby affirm that, after giving effect to (a)
that certain Forbearance Agreement dated as of November 7, 2001
among Borrower, Holdings, the Required Lenders, the
Administrative Agent, and the Syndication Agent (the "Forbearance
Agreement") and (b) this Amendment, the representations and
warranties set forth in the Credit Documents are true and correct
as of the date hereof (except those that expressly relate to an
earlier period).
9. Reaffirmation of Guaranty. Each of the Subsidiary
Guarantors (other than the Transferred Subsidiaries) (a)
acknowledges and consents to all of the terms and conditions of
this Amendment, (b) affirms all of its obligations under the
Credit Documents and (c) agrees that this Amendment and all
documents executed in connection herewith do not operate to
reduce or discharge, except as contemplated by this Amendment,
the Subsidiary Guarantors' obligations under the Credit Agreement
or the other Credit Documents.
10. No Defaults. Each of the Borrower and the Subsidiary
Guarantors hereby represents and warrants to the Administrative
Agent and the Lenders that, after giving effect to this
Amendment, no Default or Event of Default will exist under the
Credit Agreement or any of the other Credit Documents.
11. Reaffirmation of Obligations. Each of the Borrower and
the Subsidiary Guarantors (other than the Transferred
Subsidiaries) hereby ratifies the Credit Agreement and the Credit
Documents and acknowledges and reaffirms (a) that it is bound by
all terms of the Credit Agreement and the other Credit Documents
applicable to it and (b) that it is responsible for the
observance and full performance of its respective obligations
under the Credit Documents.
12. Instrument Pursuant to Credit Agreement. This Amendment
is a Credit Document executed pursuant to the Credit Agreement
and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms
and provisions of the Credit Agreement.
13. References in Other Credit Documents. At such time as
this Amendment shall become effective pursuant to the terms of
Section 3 hereof, all references in the Credit Documents to the
"Credit Agreement" shall be deemed to refer to the Credit
Agreement as amended pursuant to this Amendment.
14. No Other Changes. Except as modified hereby, all of
the terms and conditions of the Credit Documents (including the
schedules and exhibits thereto) shall remain in full force and
effect.
15. Release. Each of the Borrower and the Subsidiary
Guarantors releases the Administrative Agent, the Syndication
Agent, the Collateral Trustee and the Lenders, and their
respective officers, employees, representatives, agents,
managers, counsel, and directors, from any and all actions,
causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or equity, now known or unknown,
suspected or unsuspected, in connection with or related to the
Credit Documents or the Alliant Transaction, to the extent that
any of the foregoing arises from any action or failure to act on
or prior to the date hereof.
16. Counterparts/Telecopy. This Amendment may be executed
in any number of counterparts, each of which when so executed and
delivered shall be deemed an original and it shall not be
necessary in making proof of this Amendment to produce or account
for more than one such counterpart. Delivery of executed
counterparts of this Amendment by telecopy shall be effective as
an original and shall constitute a representation that an
original shall be delivered.
17. No Waiver. Expect 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 Lenders
or the Administrative Agent under the Credit Documents or
constitute a waiver of any provision of the Credit Agreement or
any of the other Credit Documents.
18. Entire Agreement. This Amendment and all schedules,
exhibits and other documents attached hereto or incorporated by
reference herein constitute the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes
all other understandings, oral or written, with respect to the
subject matter hereof.
19. 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.
20. Severability. Wherever possible, each provision of this
Amendment shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of
this Amendment shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Amendment.
21. Governing Law. This Amendment shall be deemed to be a
contract made under, and for all purposes shall be construed in
accordance with the laws of the State of New York.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, each of the parties has caused a
counterpart of this Amendment to be duly executed and delivered
as of the date first above written.
BORROWER: XXXXXX, INC.
a Delaware corporation
By:
Name:
Title:
HOLDINGS: XXXXXX INTERNATIONAL, INC.
a Delaware corporation
By:
Name:
Title:
ACKNOWLEDGEMENT
AND AGREEMENT BY
SUBSIDIARY GUARANTORS:
BI, L.L.C.
By: XXXXXX, INC., a member
By:
Name:
Title:
By: 4520 CORP., INC., a member
By:
Name:
Title:
OMARK PROPERTIES, INC.
By:
Name:
Title:
4520 CORP., INC.
By:
Name:
Title:
GEAR PRODUCTS, INC.
By:
Name:
Title:
XXXXX INDUSTRIES, INC.
By:
Name:
Title:
XXXXXXXXX MANUFACTURING
CORPORATION
By:
Name:
Title:
FEDERAL CARTRIDGE COMPANY
By:
Name:
Title:
XXXXXXX OUTDOOR CORPORATION
By:
Name:
Title:
FABTEK CORPORATION
By:
Name:
Title:
WINDSOR FORESTRY TOOLS LLC
By: XXXXXX, INC., its sole member
By:
Name:
Title:
ESTATE CARTRIDGE, INC.
By:
Name:
Title:
ADMINISTRATIVE AGENT BANK OF AMERICA, N.A., in its
capacity as Administrative Agent on
behalf of the Lenders.
By:
Name:
Title:
SYNDICATION AGENT XXXXXX COMMERCIAL PAPER, INC., in
its capacity as Syndication Agent on
behalf of the Lenders.
By:
Name:
Title:
