First Amendment to Credit Agreement among Werner Holding Co. (DE), Inc., Lenders, and Bankers Trust Company (June 30, 2001)

Summary

This amendment updates the terms of a credit agreement originally made between Werner Holding Co. (DE), Inc. (the borrower), several guarantors, a group of lending institutions, and Bankers Trust Company as the administrative agent. The amendment revises certain financial ratios and dollar limits in the agreement, reduces the revolving credit commitments of the lenders, and allows the administrative agent to file financing statements to protect security interests. The amendment becomes effective once all required parties sign and a consent fee is paid. All other terms of the original agreement remain unchanged.

EX-10.1 3 l91008aex10-1.txt EXHIBIT 10.1 Exhibit 10.1 FIRST AMENDMENT --------------- FIRST AMENDMENT (this "Amendment"), dated as of June 30, 2001, among WERNER HOLDING CO. (DE), INC. (the "Borrower"), the Guarantors party hereto, the lending institutions party to the Credit Agreement referred to below (each a "Lender" and, collectively, the "Lenders"), and BANKERS TRUST COMPANY, as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement. W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Borrower, the Lenders and the Administrative Agent are party to a Credit Agreement, dated as of November 24, 1997 (as amended, modified and supplemented prior to the date hereof, the "Credit Agreement"); and WHEREAS, the Borrower has requested that the Lenders provide the amendments provided for herein and the Lenders have agreed to provide such amendments on the terms and conditions set forth herein; NOW, THEREFORE, it is agreed: 1. Section 9.9 of the Credit Agreement is hereby amended by replacing the existing table appearing therein with the following new table:

2001 First 5.75:1.00 Second 5.00:1.00 Third 5.00:1.00 Fourth 4.75:1.00 2002 First 4.50:1.00 Second 4.50:1.00 Third 4.50:1.00 Fourth 4.25:1.00 2003 First 4.25:1.00 Second 4.25:1.00 Third 4.25:1.00 Fourth 4.25:1.00 2004 First 4.25:1.00 Second 4.00:1.00 Third 4.00:1.00 Fourth 3.75:1.00 2005 First 3.75:1.00 Second 3.50:1.00 Third 3.50:1.00 Fourth 3.50:1.00

2. Section 9.10 of the Credit Agreement is hereby amended by replacing the existing table appearing therein with the following new table:
Fiscal Year Fiscal Quarter Ratio ----------- -------------- ----- 1997 Fourth 1.60:1.00 1998 First 1.60:1.00 Second 1.60:1.00 Third 1.60:1.00 Fourth 1.60:1.00 1999 First 1.60:1.00 Second 1.60:1.00 Third 1.60:1.00 Fourth 1.70:1.00 2000 First 1.70:1.00 Second 1.70:1.00
Third 1.70:1.00 Fourth 1.80:1.00 2001 First 1.80:1.00 Second 2.00:1.00 Third 2.00:1.00 Fourth 2.00:1.00 2002 First 2.00:1.00 Second 2.00:1.00 Third 2.00:1.00 Fourth 2.00:1.00 2003 First 2.00:1.00 Second 2.00:1.00 Third 2.00:1.00 Fourth 2.25:1.00 2004 First 2.25:1.00 Second 2.25:1.00 Third 2.25:1.00 Fourth 2.25:1.00 2005 First 2.25:1.00 Second 2.25:1.00 Third 2.25:1.00 Fourth 2.25:1.00

3. Section 9.11 of the Credit Agreement is hereby amended by replacing the existing table appearing therein with the following new table:
Fiscal Year Fiscal Quarter Amount ----------- -------------- ------ ~~1997 Fourth $48,000,000 1998 First $49,000,000 Second $50,000,000 Third $50,000,000 Fourth $51,000,000 1999 First $53,000,000 Second $56,000,000 Third $58,000,000 Fourth $60,000,000~~
2000 First $63,000,000 Second $66,000,000 Third $69,000,000 Fourth $72,000,000 2001 First $73,500,000 Second $65,000,000 Third $65,000,000 Fourth $65,000,000 2002 First $65,000,000 Second $70,000,000 Third $70,000,000 Fourth $75,000,000 2003 First $80,000,000 Second $85,000,000 Third $85,000,000 Fourth $90,000,000 2004 First $90,000,000 Second $96,000,000 Third $97,000,000 Fourth $98,000,000 2005 First $99,000,000 Second $100,000,000 Third $100,000,000 Fourth $100,000,000

4. Immediately upon the occurrence of the Amendment Effective Date, Schedule I to the Credit Agreement shall be amended by replacing said Schedule in its entirety with the Schedule set forth in Annex A hereto (with the effect of such amendment being to reduce the Revolving Credit Commitment of each Lender with such a Revolving Credit Commitment by an amount equal to such Lender's Revolving Credit Commitment Percentage of $30,000,000, and with such reduction to constitute a permanent reduction to the Revolving Credit Commitments pursuant to Section 5.3 of the Credit Agreement); PROVIDED that, notwithstanding the foregoing, the addresses set forth in Schedule I to the Credit Agreement before giving effect to this Amendment shall continue in effect as to those Lenders appearing thereon unless or until notice to the contrary has been provided to the Borrower in accordance with the Credit Agreement, and the addresses of such other Lenders not appearing on such Schedule shall be those last notified to the Borrower in accordance with the Credit Agreement. 5. In order to induce the Lenders to enter into this Amendment, the Borrower (and, for purposes of clause (b) below, each Guarantor) hereby (a) represents and warrants that (i) no Default or Event of Default exists as of the Amendment Effective Date (as defined below) after giving effect to this Amendment, (ii) on the Amendment Effective Date, after giving effect to this Amendment, all representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects and (iii) Annex B hereto sets forth a complete list of Holdings, the Borrower and all Domestic Subsidiaries of the Borrower, including, in each case, such entity's exact legal name, organizational I.D. number and jurisdiction of Incorporation or formation, and (b) consents and agrees, for itself and each of its Subsidiaries, that the Administrative Agent may file UCC-1 financing statements in respect of the assets of Holdings, the Borrower and each other Credit Party (including UCC-1 Financing Statements listing all of such respective Credit Party's assets as collateral) without the signature of such Credit Party in all places where same is permitted by law and where the filing of same is, in the reasonable judgment of the Collateral Agent, desirable to establish, preserve and/or protect the security interests of the Collateral Agent purported to be created by the Security Documents, including, without limitation, the filing of new financing statements and "in lieu of" financing statements in the jurisdiction of organization of such Credit Party pursuant to Revised Article 9 of the Uniform Commercial Code. 6. This Amendment shall become effective on the date (the "Amendment Effective Date") when (i) the Borrower, each Guarantor and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at its notice office specified in the Credit Agreement and (ii) the Borrower pays to the Administrative Agent, for the ratable account of each Bank which executes and returns a copy of this Amendment on or prior to 5:00 P.M. (New York time) on July 24, 2000, a consent fee equal to 0.15% of the sum of such Bank's outstanding Term Loans and Revolving Loan Commitment as of such date (in each case immediately after giving effect to this Amendment). 7. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. 8. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. On and after the Amendment Effective Date, this Amendment shall constitute a Credit Document for all purposes of the Credit Agreement and the other Credit Documents. 9. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date hereof. WERNER HOLDING CO. (DE), INC. By: /S/ LARRY V. FRIEND ------------------- Name: Larry V. Friend Title: Vice President, Chief Financial Officer and Treasurer BANKERS TRUST COMPANY, Individually and as Administrative Agent By: /S/ GREGORY P. SHEFRIR ---------------------- Name: Gregory P. Shefrir Title: Director ARAB BANKING CORPORATION (B.S.C.) By: /S/ GRANT E. McDONALD ---------------------- Name: Grant E. McDonald Title: Vice President BANK ONE, NA By: -------------------------------- Name: Title: THE MITSUBISHI TRUST AND BANKING CORPORATION COMPANY By: /S/ DAVID FRAENKEL ---------------------- Name: David Fraenkel Title: Vice President FLEET NATIONAL BANK By: /S/ STEPHEN M. CURRAN --------------------- Name: Stephen M. Curran Title: Director BLUE SQUARE FUNDING By: -------------------------------- Name: Title: SIERRA CLO I By: -------------------------------- Name: Title: THE CHASE MANHATTAN BANK By: /S/ NEIL R. BOYLAN ------------------ Name: Neil R. Boylan Title: Managing Director CREDIT AGRICOLE INDOSUEZ By: /S/ RICHARD A. DRENNAN ---------------------- Name: Richard A. Drennan Title: Vice President, Sr. Relationship Manager By: /S/ PAUL A. DYTRYCH ------------------- Name: Paul A. Dytrych Title: Vice President, Senior Relationship Manager EATON VANCE INSTITUTIONAL SENIOR LOAN By: Eaton Vance Management, as Investment Advisor By: -------------------------------- Name: Title: EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: -------------------------------- Name: Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: -------------------------------- Name: Title: APEX (IDM) CDO I, LTD. By: -------------------------------- Name: Title: ELC (CAYMAN) 2000-1 By: -------------------------------- Name: Title: FIRST UNION NATIONAL BANK By: -------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P. By: /S/ ELIZABETH FISCHER -------------------------------- Name: Elizabeth Fischer Title: Authorized Signatory HIGHLAND - LOAN FUND V By: -------------------------------- Name: Title: ARCHIMEDES FUNDING II, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: -------------------------------- Name: Title: ARCHIMEDES FUNDING III, LTD. By: ING Capital Advisors LLC, as Collateral Manager By: -------------------------------- Name: Title: NEMEAN CLO, LTD. By: ING Capital Advisors LLC, as Investment Manager By: -------------------------------- Name: Title: SEQUILS - ING I (HBDGM), LTD. By: ING Capital Advisors LLC, as Collateral Manager By: -------------------------------- Name: Title: SWISS LIFE US RAINBOW LIMITED By: ING Capital Advisors LLC, as Investment Manager By: -------------------------------- Name: Title: MERRILL LYNCH CAPITAL CORPORATION By: /S/ CAROL J. E. FEELEY ---------------------- Name: Carol J. E. Feeley Title: Vice President BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: -------------------------------- Name: Title: NATIONAL WESTMINSTER BANK PLC By: /S/ ANDREW S. WEINBERG ---------------------- Name: Andrew S. Weinberg Title: Senior Vice President PNC BANK NA By: /S/ HANA DEITER -------------------------------- Name: Hana Deiter Title: AVP STANFIELD/RMF TRANSATLANTIC, CDO By: Stanfield Capital Partners LLC, as its Investment Manager By: /S/ ------------------------------- Name: Title: WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC, as its Investment Manager By: /S/ -------------------------------- Name: Title: KZH CRESCENT LLC By: /S/ SUSAN LEE ------------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT-2 LLC By: /S/ SUSAN LEE ------------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT-3 LLC By: /S/ SUSAN LEE ------------------------------- Name: Susan Lee Title: Authorized Agent KZH STERLING LLC By: ------------------------------- Name: Title: SEQUILS IV, LTD. By: TCW Advisors, Inc. as its Collateral Manager By: /S/ G. STEVEN KALIN ------------------- Name: G. Steven Kalin Title: Vice President By: /S/ MARK L. GOLD ---------------- Name: Mark L. Gold Title: Managing Director SIERRA CLO I By: /S/ JOHN M. CARPENTON --------------------- Name: John M. Carpenton Title: Chief Operating Officer, Central Pacific LLP (Manager) VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp. By: ------------------------------- Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST, By: Van Kampen Investment Advisory Corp. By: ------------------------------- Name: Title: For purposes of the Credit Documents to which the Guarantors are party, by their respective signatures below, each Guarantor hereby consents and agrees to the entering into of this Amendment (including, without limitation, the provisions of Paragraph 5(b) hereof) and acknowledges and affirms that the Guaranty and the other Credit Documents to which it is a party remain in full force and effect in accordance with their respective terms on the date hereof and after giving effect to this Amendment: WERNER HOLDING CO. (PA), INC. WERNER CO. WIP TECHNOLOGIES, INC. By: -------------------------------- Name: Title: ANNEX A ------- Lenders and Commitments -----------------------
- ---------------------------------------------------------------------------------------------------------------------------------- PRIMARIES/ASSIGNEES OUTSTANDING PRINCIPAL OUTSTANDING PRINCIPAL REVOLVING CREDIT COMMITMENT ------------------- --------------------- --------------------- --------------------------- AMOUNT OF B TERM LOANS AMOUNT OF C TERM LOANS ---------------------- ---------------------- - ---------------------------------------------------------------------------------------------------------------------------------- BTCO $1,706,713.54 $3,660,372.01 $10,395,000.00 AMEX - KZH STERLING LLC - 4,753,480.93 - ARAB BKG CORP - - 3,570,000.00 BK ONE NA 3,072,957.41 - 7,588,518.51 BANK OF TOKYO-MITSUBISHI TRUST COMPANY 3,072,957.41 - 4,900,000.00 BKBOSTON/FLEET 2,688,837.73 - 4,270,000.00 BLUE SQUARE FUNDING 2,568,136.36 3,138,833.28 - CENTRE PACIFIC - SIERRA CLO I 2,462,305.61 2,462,305.58 - CHASE(JPM) 3,168,987.33 - 5,110,000.00 CR AGRICOLE INDOSUEZ 2,688,837.73 - 6,670,000.00 EATON VANCE INST'L SENIOR 488,701.90 - - EATON VANCE SNR INC TRT 1,935,111.75 - - EATON VANCE SR DEBT PORT 4,705,311.06 4,753,480.99 - FLEET BK 2,688,837.73 - 4,270,000.00 FST UNION - APEX(IDM) 3,982,270.02 5,866,952.38 - FST UNION - ELC (CAY) 2000-1 6,980,715.32 - - FST UNION NB 3,072,957.41 - 4,900,000.00 GOLDMAN SACHS CR PTNRS L.P. 3,168,987.33 - 2,710,000.00 HIGHLAND - KZH PAMCO LLC 2,568,136.37 3,138,833.27 - HIGHLAND - LOAN FUND V 2,481,393.25 2,481,393.23 - ING - ARCHIMEDES II 2,171,530.79 2,654,093.18 - ING - ARCHIMEDES III 1,728,538.54 2,112,658.19 - ING - NEMEAN CLO, LTD 2,160,673.18 2,640,822.74 - ING - SEQUILS - ING I - 2,118,813.55 - ING - SWISS LIFE 1,086,043.92 1,066,999.06 - MERRILL LYNCH CAP CORP 1,116,792.36 - 5,495,000.00 THE MITSUBISHI TRUST AND BANKING 2,688,837.73 - 4,270,000.00 CORPORATION COMPANY NATWEST PLC 995,865.87 - 1,581,481.49 PNC BK NA 2,688,837.73 - 4,270,000.00 STANFIELD - RMF TRANSATLANTIC 4,766,103.48 2,376,740.46 - STANFIELD - WINDSOR LOAN 5,052,955.73 - - TCW - KZH CRESCENT LLC 664,822.51 812,560.86 - TCW - KZH CRESCENT-2 LLC 886,430.03 1,083,414.47 - TCW - KZH CRESCENT-3 LLC 664,822.51 812,560.86 - TCW SEQUILS I 1,673,136.66 2,044,944.79 - VKM CLO I 3,041,060.08 1,858,425.57 - VKM PRIME RATE INCOME 1,538,320.66 2,978,769.41 - - ----------------------------------------------------------------------------------------------------------------------------------
ANNEX B Company Names, I.D. Numbers and Jurisdictions ---------------------------------------------
Organizational Exact Legal Name I.D. Number Jurisdiction of Formation - ---------------- ----------- ------------------------- Werner Holding Co. (PA), Inc. 25-0906895 Pennsylvania Werner Holding Co. (DE), Inc. 25-1581345 Delaware Werner Co. 25-1754435 Pennsylvania WIP Technologies, Inc. 51-0372599 Delaware Wentworth Institutional Realty, Inc. 51-0354597 Delaware Werner Funding Corporation 51-0381449 Delaware Werner Ladder Inc. 51-0398448 Delaware