FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
September 28, 2000, is by and among COLUMBUS MCKINNON CORPORATION, a New York
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders which are parties to the Credit Agreement (as such term is
defined below) (the "Lenders"), FLEET NATIONAL BANK, as Initial Issuing Bank
(the "Initial Issuing Bank"), FLEET NATIONAL BANK, as the Swing Line Bank (the
"Swing Line Bank"; each of the Lenders, the Initial Issuing Bank and the Swing
Line Bank, individually, a "Lender Party" and, collectively, the "Lender
Parties"), and FLEET NATIONAL BANK, as administrative agent (together with any
successor appointed pursuant to Article VII of the Credit Agreement, the
"Administrative Agent") for the Lender Parties.
W I T N E S S E T H :
-------------------
WHEREAS, the Borrower, Lenders, Initial Issuing Bank, Swing Line Bank and
Administrative Agent are party to that certain Credit Agreement, dated as of
March 31, 1998, as amended by that certain First Amendment to Credit Agreement,
dated as of September 23, 1998, that certain Second Amendment to Credit
Agreement and Consent, dated as of February 12, 1999, that certain Third
Amendment to Credit Agreement and Consent, dated as of November 16, 1999, and
that certain Fourth Amendment to Credit Agreement and Waiver, dated as of
February 15, 2000 (as so amended and as it may hereafter be further amended,
supplemented, restated, extended or otherwise modified from time to time, the
"Credit Agreement");
WHEREAS, the Borrower has requested that the Administrative Agent and
Lender Parties amend the Credit Agreement as and to the extent set forth in this
Amendment; and
WHEREAS, the Administrative Agent and Lender Parties are agreeable to the
foregoing, in each instance as and to the extent set forth in this Amendment and
subject to each of the terms and conditions stated herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants
set forth herein and of the loans or other extensions of credit heretofore, now
or hereafter made to, or for the benefit of, the Borrower and its Subsidiaries
by the Lender Parties, the parties hereto hereby agree as follows:
1. DEFINITIONS. Except to the extent otherwise specified herein, capitalized
terms used in this Amendment shall have the same meanings ascribed to them in
the Credit Agreement.
2. AMENDMENTS.
2.1. Section 1.01 of the Credit Agreement is amended by deleting from the
definition of "Applicable Margin" the entire pricing chart contained therein and
replacing it with the following chart:
<PAGE>
Applicable Margin Applicable Margin Applicable Margin
Ratio of Funded Debt to for Prime Rate for Eurodollar for Commitment
EBITDA Advances Rate Advances Fee
------------------------ ------------------ ----------------- -----------------
Equal to or greater than
4.00 0.75% 2.250% 0.375%
Equal to or greater than
3.50 less than 4.00 0.50% 2.000% 0.350%
Equal to or greater than
3.00 less than 3.50 0.25% 1.750% 0.300%
Equal to or greater than
2.50 less than 3.00 0.00% 1.500% 0.200%
Less than 2.50 0.00% 1.125% 0.150%
2.2. Section 5.04(a) of the Credit Agreement is amended by deleting from
the chart contained therein the dates from and including September 30, 2000 and
the corresponding ratios for such dates and replacing them with the following:
September 30, 2000 4.25 to 1.0
December 31, 2000 4.25 to 1.0
March 31, 2001 4.00 to 1.0
June 30, 2001 3.75 to 1.0
September 30, 2001 3.75 to 1.0
December 31, 2001 3.50 to 1.0
March 31, 2002 and each fiscal
quarter end thereafter 3.50 to 1.0.
2.3. Section 5.04(b) of the Credit Agreement is amended by deleting from
the chart contained therein the dates from and including September 30, 2000 and
the corresponding ratios for such dates and replacing them with the following:
Four Fiscal Quarters ending on: Ratio
September 30, 2000 2.75 to 1.0
December 31, 2000 2.75 to 1.0
March 31, 2001 2.75 to 1.0
June 30, 2001 2.75 to 1.0
September 30, 2001 3.00 to 1.0
December 31, 2001 3.00 to 1.0
March 31, 2002 and each fiscal
quarter end thereafter 3.00 to 1.0.
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<PAGE>
3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The Borrower hereby
represents and warrants as follows:
3.1. Each of the representations and warranties set forth in the Credit
Agreement, including, without limitation, in Article IV of the Credit Agreement,
and in each other Loan Document, is true, correct and complete on and as of the
date hereof as though made on the date hereof. In addition, the Borrower hereby
represents, warrants and affirms that the Credit Agreement and each of the other
Loan Documents remains in full force and effect.
3.2. As of the date hereof, there exists no Default or Event of Default
under the Credit Agreement or any other Loan Document, and no event which, with
the giving of notice or lapse of time, or both, would constitute a Default or
Event of Default.
3.3. The execution, delivery and performance by each applicable Loan Party
of this Amendment or the reaffirmations and confirmations attached hereto and
each other Loan Document are within such Loan Party's corporate powers, have
been duly authorized by all necessary corporate action, and do not, and will
not, (i) contravene such Loan Party's charter or bylaws, (ii) violate any law
(including, without limitation, the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended), rule, regulation (including,
without limitation, Regulation T, U or X of the Board of Governors of the
Federal Reserve System), order, writ, judgment, injunction, decree,
determination or award, (iii) conflict with or result in the breach of, or
constitute a default under, any material contract, loan agreement, indenture,
mortgage, deed of trust, lease or other material instrument or agreement binding
on or affecting any Loan Party, any of its Subsidiaries or any of their
respective properties or (iv) except for the Liens created under the Collateral
Documents, result in or require the creation or imposition of any Lien upon or
with respect to any of the properties of any Loan Party or any of its
Subsidiaries. Neither any Loan Party nor any of its Subsidiaries is in violation
of any such law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or in breach of any such contract, loan agreement,
indenture, mortgage, deed of trust, lease or other instrument or agreement, the
violation or breach of which could reasonably be expected to have a Material
Adverse Effect.
3.4. Each of this Amendment and each other Loan Document has been duly
executed and delivered by each Loan Party party thereto. Each of this Amendment
and each other Loan Document is the legal, valid and binding obligation of each
Loan Party party thereto, enforceable against such Loan Party in accordance with
its terms.
3.5. No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third
party is required for (i) the due execution, delivery, recordation, filing or
performance by any Loan Party of this Amendment, any other Loan Document or any
other agreement or document related hereto or thereto or contemplated hereby or
thereby to which it is or is to be a party or otherwise bound, (ii) the grant by
any Loan Party of the Liens granted by it pursuant to the Collateral Documents,
(iii) the perfection or maintenance of the Liens created by the Collateral
Documents (including the first priority nature thereof) or (iv) the exercise by
the Administrative Agent or any Lender Party of its rights under the Loan
Documents or remedies in respect of the Collateral pursuant to the Collateral
Documents.
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<PAGE>
4. CONDITIONS PRECEDENT TO THIS AMENDMENT. The effectiveness of this Amendment
is subject to the satisfaction, in form and substance satisfactory to the
Administrative Agent, of each of the following conditions precedent:
4.1. The Borrower and Required Lenders shall have duly executed and
delivered this Amendment.
4.2. No Default or Event of Default shall have occurred and be continuing.
4.3. The representations and warranties contained in Section 3 of this
Amendment, the Credit Agreement and each other Loan Document shall be true,
correct and complete on and as of the closing date of this Amendment as though
made on such date.
4.4. The Borrower shall have paid an amendment fee to the Administrative
Agent, for the account of each Lender which has approved this Amendment, as
evidenced by such Lender's timely execution and delivery of a counterpart
signature page to this Amendment (each such Lender being an "Approving Lender"),
in an amount equal to 0.125% (i.e. 12.5 basis points) of such Approving Lender's
Revolving Credit Commitment.
4.5. The Borrower and its Subsidiaries shall have delivered such other
documents and taken such other actions as the Administrative Agent may
reasonably request.
5. EFFECTIVENESS OF AMENDMENT. This Amendment shall not become effective
unless and until each of the conditions precedent set forth in Section 4 hereof
has been satisfied.
6. RERERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.
6.1. Except as specifically amended in Section 2 above, the Credit
Agreement and each of the other Loan Documents shall remain in full force and
effect and each is hereby ratified and confirmed.
6.2. The execution, delivery and effect of this Amendment shall be limited
precisely as written and shall not be deemed to (a) be a consent to any waiver
of any term or condition or to any amendment or modification of any term or
condition of the Credit Agreement or any other Loan Document, except as
specifically amended in Section 2 above, or (b) prejudice any right, power or
remedy which the Administrative Agent or any Lender Party now has or may have in
the future under or in connection with the Credit Agreement or any other Loan
Document. Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or any other word
or words of similar import shall mean and be a reference to the Credit Agreement
as amended hereby, and each reference in any other Loan Document to the Credit
Agreement or any word or words of similar import shall mean and be a reference
to the Credit Agreement as amended hereby.
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<PAGE>
7. COUNTERPARTS. This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but all such
counterparts shall constitute one and the same instrument. Delivery of an
executed counterpart to this Amendment by telecopier shall be as effective as
delivery of a manually executed counterpart of this Amendment.
8. COSTS AND EXPENSES. The Borrower shall pay on demand all reasonable fees,
costs and expenses incurred by Administrative Agent (including, without
limitation, all reasonable attorneys' fees) in connection with the preparation,
execution and delivery of this Amendment and the taking of any actions by any
Person in connection herewith.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW YORK.
10. HEADINGS. Article 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.
[Signature Pages Follow]
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized on the date
first above written.
COLUMBUS MCKINNON CORPORATION
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Executive Vice President
<PAGE>
The undersigned hereby acknowledge and agree to this Amendment, and
agree that the Guaranty, the Security Agreement, and the Intellectual Property
Security Agreement, and each other Loan Document executed by the undersigned
shall remain in full force and effect and each is hereby ratified and confirmed
by and on behalf of the undersigned, this 28th day of September, 2000.
AUTOMATIC SYSTEMS, INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
LICO STEEL, INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
ABELL-HOWE CRANE, INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
G.L. INTERNATIONAL INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
GAFFEY, INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
<PAGE>
HANDLING SYSTEMS AND CONVEYORS, INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
YALE INDUSTRIAL PRODUCTS, INC.
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
WASHINGTON EQUIPMENT COMPANY
By: /S/ Robert L. Montgomery
--------------------------------
Robert L. Montgomery
Title: Treasurer
<PAGE>
FLEET NATIONAL BANK, as Administrative Agent
By: /S/ John G. Tierney
--------------------------------
John G. Tierney
Title: Vice President
FLEET NATIONAL BANK, as Initial Issuing Bank
By: /S/ John G. Tierney
--------------------------------
John G. Tierney
Title: Vice President
FLEET NATIONAL BANK, as Swing Line Bank
By: /S/ John G. Tierney
--------------------------------
John G. Tierney
Title: Vice President
Lenders
FLEET NATIONAL BANK
By: /S/ John G. Tierney
--------------------------------
John G. Tierney
Title: Vice President
<PAGE>
Lenders
ABN-AMRO BANK N.V. NEW YORK
BRANCH, as a Co-Agent and Lender
By: /S/ Juliette Mound
--------------------------------
Title: Assistant Vice President
--------------------------------
By: /S/ Lisa Megeaski
--------------------------------
Title: Group Vice President
--------------------------------
<PAGE>
Lenders
THE BANK OF NOVA SCOTIA, as a Co-Agent and
Lender
By: /S/ Todd S. Meller
--------------------------------
Title: Managing Director
--------------------------------
<PAGE>
Lenders
MANUFACTURERS AND TRADERS TRUST COMPANY, as
a Co-Agent and Lender
By: /S/ Stephen J. Wydysh
--------------------------------
Title: Vice President
--------------------------------
<PAGE>
Lenders
HSBC BANK USA (formerly known as Marine
Midland Bank), as a Co-Agent and Lender
By: /S/ Desmond C. English
--------------------------------
Title: Authorized Signatory
--------------------------------
<PAGE>
Lenders
COMERICA BANK
By: /S/ Joel S. Gordon
--------------------------------
Title: Account Officer
--------------------------------
<PAGE>
Lenders
FIRST UNION NATIONAL BANK
By: /S/ Mark B. Felker
--------------------------------
Title: Senior Vice President
--------------------------------
<PAGE>
Lenders
KEYBANK NATIONAL ASSOCIATION
By: /S/ Francis W. Lutz, Jr.
--------------------------------
Title: Portfolio Officer
--------------------------------
<PAGE>
Lenders
MELLON BANK, N.A.
By: /S/ Edward J. Kloecker
--------------------------------
Title: Vice President
--------------------------------
<PAGE>
Lenders
BANKERS TRUST COMPANY
By: /S/ Gina S. Thompson
--------------------------------
Title: Director
--------------------------------
<PAGE>
Lenders
THE BANK OF NEW YORK
By: /S/ Mark D. Wrigley
--------------------------------
Title: Assistant Vice President
--------------------------------
<PAGE>
Lenders
NATIONAL BANK OF CANADA
By: /S/ Michael S. Woodard
--------------------------------
Title: Vice President
--------------------------------
By: /S/ Jon W. Patterson
--------------------------------
Title: Vice President
--------------------------------
<PAGE>
Lenders
NATIONAL CITY BANK OF PENNSYLVANIA
By: /S/ William A. Feldmann
--------------------------------
Title: Vice President
--------------------------------
