Amendment No. 1 to Credit Agreement among Century Maintenance Supply, Inc. and Required Lenders

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment updates the original Credit Agreement dated July 8, 1998, between Century Maintenance Supply, Inc. and its lenders. The changes include new provisions for repurchasing preferred stock, revised financial ratio requirements, and the removal of the minimum EBITDA covenant. The amendment is effective upon execution by the borrower and required lenders and is governed by New York law. All other terms of the original Credit Agreement remain in effect.

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EX-10.19 2 0002.txt AMENDMENT NO. 1 TO THE CREDIT AGREEMENT $$/nofolio EXECUTION COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT is made and entered into as of June 23, 2000, by and among CENTURY MAINTENANCE SUPPLY, INC., a Delaware corporation (the "Borrower"), and the Required Lenders (as defined in Article I of the Credit Agreement). RECITALS A. The Borrower, the Lenders (as defined in Article I of the Credit Agreement), Salomon Brothers Inc., and Citicorp USA, Inc., entered into a Credit Agreement dated as of July 8, 1998 (as amended and otherwise modified to the date hereof, the "Credit Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Credit Agreement. B. The Borrower requested certain changes to the Credit Agreement, and has agreed to certain changes to other provisions of the Credit Agreement. C. The Required Lenders are willing to so amend the Credit Agreement on the terms and conditions set forth herein. D. The Borrower and the Required Lenders are entering into this Amendment pursuant to Section 9.08(b) of the Credit Agreement. AGREEMENTS In Consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Required Lenders agree as follows: 1. Dividends and Distributions; Restrictions on Ability of Subsidiaries to Pay Dividends. Section 6.05(a)(4) is amended by inserting new clauses (iv) and (v) as follows: (iv) the Borrower may apply up to $5,000,000 to repurchase Exchangeable Preferred Stock (including accreted PIK liquidation preference thereon), but only if, after giving effect to such repurchase, (A) the Borrower is in pro forma compliance with all covenants under this Agreement, based on Adjusted EBITDA for the four most recently ended fiscal quarters and after giving effect to any Borrowings needed to fund such repurchase and (B) no Default has occurred and is continuing; or (v) in addition to the amount referred to in clause (iv) above, the Borrower may apply up to an additional $5,000,000 to repurchase Exchangeable Preferred Stock (including accreted PIK liquidation preference thereon), but only if, after giving effect to such repurchase, (A) the Borrower is in pro forma compliance with all covenants under this Agreement, based on Adjusted EBITDA for the four most recently ended fiscal quarters and after giving effect to any Borrowings needed to fund such repurchase, (B) no Default has occurred and is continuing and (c) the Debt/Adjusted EBITDA Ratio on a pro forma basis (taking account of such repurchase and computed for the four most recently ended fiscal quarter) shall not exceed 3.0:1.0; or 2. Debt/Adjusted EBITDA Ratio. Section 6.10 of the Credit Agreement is amended in its entirety to read as follows: SECTION 6.10 Debt/Adjusted EBITDA Ratio. The Debt/Adjusted EBITDA Ratio shall not exceed the following amounts as of the ends of fiscal quarters of the Borrower ending nearest to the following dates:
- -------------------------------------------------------------------------------------------------- Fiscal Quarter Debt/Adjusted EBITDA Ratio Ending -------------------------------------------------------------------------------- Nearest to 1998 1999 2000 2001 2002 2003 2004 2005 - -------------------------------------------------------------------------------------------------- March 31 4.25 3.50 3.25 2.75 2.00 2.00 2.00 - -------------------------------------------------------------------------------------------------- June 30 4.25 3.50 3.25 2.75 2.00 2.00 2.00 - -------------------------------------------------------------------------------------------------- September 30 4.25 4.25 3.50 3.25 2.75 2.00 2.00 2.00 - -------------------------------------------------------------------------------------------------- December 31 4.25 3.50 3.25 2.75 2.00 2.00 2.00 2.00 - --------------------------------------------------------------------------------------------------
and thereafter, 2.00. 3. Minimum EBITDA. Section 6.11 of the Credit Agreement is hereby deleted in its entirety. All references to Section 6.11 shall also be deleted in their entirety. All other Section numbers shall remain the same. 4. Interest Coverage Ratio. Sections 6.12(d) of the Credit Agreement is amended in its entirety to read as follows: (d) The ratio of Adjusted EBITDA to Consolidated Interest Expense for the period of four fiscal quarters ending nearest to each of the following dates, shall not be less than the following ratios:
------------------------------------------------------------------------------------------ Consolidated Interest Coverage Ratio Fiscal Quarter ---------------------------------------------------------------------- Ending Nearest to 1999 2000 2001 2002 2003 2004 2005 ------------------------------------------------------------------------------------------ March 31 2.75 3.25 3.75 4.50 4.50 4.50 ------------------------------------------------------------------------------------------ June 30 2.25 2.75 3.25 3.75 4.50 4.50 4.50 ------------------------------------------------------------------------------------------ September 30 2.25 2.75 3.25 3.75 4.50 4.50 4.50 ------------------------------------------------------------------------------------------ December 31 2.75 3.25 3.75 4.50 4.50 4.50 4.50 ------------------------------------------------------------------------------------------
and thereafter, 4.50. 5. Fixed Charge Coverage Ratio. Section 6.13 of the Credit Agreement is amended in its entirety to read as follows: SECTION 6.13 Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio for the period of four fiscal quarters ending nearest to each of the following dates, shall not be less than the following ratios:
---------------------------------------------------------------------- Fixed Charge Coverage Ratio -------------------------------------------------- Fiscal Quarter Ending Nearest to 2000 2001 2002 2003 2004 2005 ---------------------------------------------------------------------- March 31 1.20 1.10 1.10 1.05 1.05 1.05 ---------------------------------------------------------------------- June 30 1.20 1.10 1.10 1.05 1.05 1.05 ---------------------------------------------------------------------- September 30 1.20 1.10 1.10 1.05 1.05 1.05 ---------------------------------------------------------------------- December 31 1.10 1.10 1.10 1.05 1.05 1.05 ----------------------------------------------------------------------
and thereafter, 1.05. 6. Binding Effect and Effectiveness. This Amendment may be executed in as many counterparts as may be convenient and shall become binding when the Borrower, and the Required Lenders have each executed and delivered at least one counterpart. 7. Governing Law. This Amendment shall be a contract made under and governed by the laws of the State of New York, without regard to the conflicts of law provisions thereof. 8. Reference to Credit Agreement. Except as amended hereby, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. On and after the effectiveness of the amendment to the Credit Agreement accomplished hereby, each reference in the Credit Agreement, to "this Agreement", "hereunder", "hereof", "herein" or words of like import, and each reference to the Credit Agreement shall be deemed a reference to the Credit Agreement, as amended hereby, as the case may be. 3 IN WITNESS WHEREOF, the parties hereto have caused this Consent and Waiver to be duly executed by their respective officers as of the date first above written. CENTURY MAINTENANCE SUPPLY, INC. by /s/ Richard Penick ---------------------------- Name: Richard Penick Title: Vice-President Acknowledged by: CITICORP USA, INC., as Administrative Agent and Collateral Agent SALOMON SMITH BARNEY INC., as Arranger, Advisor and Syndication Agent, LENDERS ------- CITICORP USA, INC. FLOATING RATE POPRTFOLIO By: INVESCO SENIOR SECURED MANAGEMENT INC., as attorney in fact FIRST UNION NATIONAL BANK, ING HIGH INCOME PRINCIPAL PRESERVATION FUND HOLDINGS, LDC ROYAL BANK OF CANADA, KZH-SOLEIL-2 CORPORATION, TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY, WELLS FARGO BANK, FIRST DOMINION, DRESDNER BANK, GALAXY CLO 1999-1 LTD,