<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 29, 2000
SAFELITE GLASS CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-21949 13-3386709
------------ -------------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1105 Schrock Road
Columbus, Ohio 43229
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(614) 842-3000
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name or former address, if changed from last report)
<PAGE>
Item 5. Other Events.
-------------
On March 31, 2000, Safelite Glass Corp. (the "Company") announced that it had
entered into a Waiver, Second Amendment and Agreement (the "Agreement") with its
existing senior bank lenders. Pursuant to the Agreement, the lenders have agreed
to waive certain technical defaults under the Company's $388 million senior bank
credit facility until June 9, 2000 (the "Waiver Period"). In connection with the
Agreement, the Company paid the lenders a restructuring fee and agreed that it
would make additional borrowings under the revolving loan portion of the credit
facility during the Waiver Period only with the approval of each of the lenders
and that, except in certain circumstances, it would not make voluntary
prepayments of its loans under the credit facility. The Company also agreed to
additional restrictions on its ability to sell assets; acquire assets or capital
stock; incur additional indebtedness; make investments, loans or advances;
redeem or purchase its own common or preferred stock; and engage in certain
transactions with affiliates. The foregoing description is qualified in its
entirety by reference to the Agreement which is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
The Company also announced that it has commenced discussions with certain
holders of its $100 million 9-7/8% Series B Senior Subordinated Notes due 2006
and its $55 million 9-7/8% Series D Senior Subordinated Notes due 2006 regarding
a potential restructuring.
Item 7. Financial Statements and Exhibits.
----------------------------------
(a) Financial statements of business acquired: None
(b) Pro forma financial information: None
(c) Exhibits:
10.1 Waiver, Second Amendment and Agreement, dated as of
March 29, 2000, to the Credit Agreement, dated as of
December 20, 1996, as amended and restated through
December 1, 1997, ad as further amended by the Waiver
and First Amendment dated as of December 16, 1998
(and as otherwise amended, supplemented or modified,
among Safelite Glass Corp., the lenders from time to
time party thereto, The Chase Manhattan Bank, as
administrative agent, and Bankers Trust Company, as
syndication agent.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFELITE GLASS CORP.
By: /s/ D.A. Herron
------------------------
Name: Douglas A. Herron
Title: Sr. VP and CEO
Date: April 7, 2000
-3-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
10.1 Waiver, Second Amendment and Agreement, dated as of March
29, 2000, to the Credit Agreement, dated as of December 20,
1996, as amended and restated through December 1, 1997, ad
as further amended by the Waiver and First Amendment dated
as of December 16, 1998 (and as otherwise amended,
supplemented or modified, among Safelite Glass Corp., the
lenders from time to time party thereto, The Chase Manhattan
Bank, as administrative agent, and Bankers Trust Company, as
syndication agent.
<PAGE>
EXECUTION VERSION
WAIVER, SECOND AMENDMENT AND AGREEMENT, dated as of March 29, 2000 (this
"Second Amendment"), to the CREDIT AGREEMENT, dated as of December 20, 1996, as
amended and restated through December 17, 1997, and as further amended by the
Waiver and First Amendment dated as of December 16, 1998 (and as otherwise
amended, supplemented or modified, the "Credit Agreement"), among SAFELITE GLASS
CORP., a Delaware corporation (the "Borrower"), the lenders from time to time
party thereto (the "Banks"), THE CHASE MANHATTAN BANK, as Administrative Agent,
and BANKERS TRUST COMPANY, as Syndication Agent.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower, the Banks, the Administrative Agent and the
Syndication Agent are parties to the Credit Agreement, pursuant to which the
Banks have made extensions of credit to, or for the benefit of, the Borrower;
WHEREAS, the Borrower has advised the Banks that certain Defaults and
Events of Default under the Credit Agreement will occur on or around March 31,
2000, and, in connection therewith, has requested that the Banks agree to waive
such Defaults and Events of Default and further agree to amend and modify the
Credit Agreement in certain respects;
WHEREAS the Banks are willing to agree to the requested waivers, amendments
and modifications but only on the terms and subject to the conditions set forth
herein;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Borrower, the Banks, the Administrative Agent and the Syndication Agent hereby
agree as follows:
SECTION 1. DEFINITIONS.
Capitalized terms used herein and not otherwise defined shall have their
respective meanings set forth in the Credit Agreement and the following terms
shall have the following meanings:
"Second Amendment Effective Date" shall have the meaning assigned in
Section 5.1 hereof.
"Second Amendment Period" shall mean the period commencing as of the Second
Amendment Effective Date and ending on the earlier to occur of (i) June 9,
2000 and (ii) the date of the occurrence of any Event of Default (other
than the Events of Default waived pursuant to Section 4 hereof).
<PAGE>
SECTION 2. AMENDMENTS.
2.1 Amendment to Section 1.08 of the Credit Agreement. Section 1.08 of the
Credit Agreement is hereby amended by deleting clause (d) of said Section in its
entirety and inserting in lieu thereof the following new clause (d):
"(d) Interest shall accrue from and including the date of any Borrowing to
but excluding the date of any repayment thereof and shall be payable (i) in
respect of each Base Rate Loan, monthly in arrears on the last day of each
month, (ii) in respect of each Eurodollar Loan, on (x) the date of any
prepayment or repayment thereof (on the amount prepaid or repaid), (y) the
date of any conversion into a Base Rate Loan pursuant to Section 1.06, 1.09
or 1.10(b), as applicable (on the amount converted) and (z) the last day of
each Interest Period applicable thereto and, in the case of an Interest
Period in excess of one month, on each date occurring at one month
intervals after the first day of such Interest Period and (iii) in respect
of each Loan, at maturity (whether by acceleration or otherwise) and, after
such maturity, on demand.".
2.2 Amendment to Section 3.01 of the Credit Agreement. Section 3.01 of the
Credit Agreement is hereby amended by deleting from each of clauses (a), (b) and
(c) of said Section the phrase "quarterly in arrears on each Quarterly Payment
Date" and inserting in lieu thereof each such time the phrase "monthly in
arrears on the last day of each month" appears.
2.3 Amendment to Section 4.02 of the Credit Agreement. (a) Section 4.02 of
the Credit Agreement is hereby amended by deleting clause (c) of paragraph (A)
of said Section in its entirety and inserting in lieu thereof the following new
clause (c):
"(c) On the Business Day after the date of receipt thereof by the Borrower
and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale or any
proceeds from any Recovery Event (except with respect to Asset Sales of the
type described in the parenthetical to Section 8.02(e)), an amount equal to
100% of the Net Cash Proceeds from such Asset Sale or Recovery Event, as
the case may be, shall be applied as a mandatory repayment of principal of
the Term Loans (with the A TL Percentage of such amount to be applied as a
repayment of the A Term Loans, the B TL Percentage of such amount to be
applied as a repayment of the B Term Loans and the C TL Percentage of such
amount to be applied as a repayment of the C Term Loans, in each case
subject to modification of such application as set forth in Section
4.02(C)).".
(b) Section 4.02 of the Credit Agreement is hereby further amended by
deleting clause (d) of paragraph (A) of said Section in its entirety and
inserting in lieu thereof the following new clause (d):
(d) On the Business Day after the date of the receipt thereof by the
Borrower and/or any of its Subsidiaries, an amount equal to 100% of the
cash proceeds (net of underwriting discounts and commissions and other
reasonable costs associated therewith) of the incurrence of Indebtedness or
the issuance or sale of equity securities by the Borrower and/or any of its
Subsidiaries (other than Indebtedness permitted to be
2
<PAGE>
incurred by Section 8.04 as such section is in effect on the Second
Amendment Effective Date) shall be applied as a mandatory repayment of
principal of the Term Loans (with the A TL Percentage of such amount to be
applied as a repayment of the A Term Loans, the B TL Percentage of such
amount to be applied as a repayment of the B Term Loans and the C TL
Percentage of such amount to be applied as a repayment of the C Term Loans,
in each case subject to modification of such application as set forth in
Section 4.02(C)).".
(c) Section 4.02 of the Credit Agreement is hereby further amended by
deleting clause (f) of paragraph (A) of said Section in its entirety and
inserting in lieu thereof the following new clause (f):
"(f) [Reserved]".
(d) Section 4.02 of the Credit Agreement is hereby further amended by
deleting clause (i) of paragraph (A) of said Section and inserting in lieu
thereof the following new clause (i):
"(i) [Reserved]".
(e) Section 4.02 of the Credit Agreement is hereby further amended by
deleting clause (b) of paragraph (B) of said Section in its entirety and
inserting in lieu thereof the following new clause (b):
"(b) All repayments of A Term Loans, B Term Loans and C Term Loans pursuant
to Section 4.02(A)(c), (d) or (e) shall be applied to reduce the then
remaining Scheduled Repayments of the respective Facility in inverse order
of maturity.".
2.4 Amendment to Section 7.01 of the Credit Agreement. Section 7.01 of the
Credit Agreement is hereby amended by deleting from clause (a) of said Section
the phrase "Within 45 days" and inserting in lieu thereof the phrase "Within 30
days".
2.5 Amendment to Section 8.02 of the Credit Agreement. (a) Section 8.02 of
the Credit Agreement is hereby amended by deleting clause (e) of said Section in
its entirety and inserting in lieu thereof the following new clause (e):
"(e) the Borrower and its Subsidiaries may sell assets for fair market
value, provided that (i) the aggregate sale proceeds from all assets subject to
such sales pursuant to this clause (e) shall not exceed $10,000,000 in any
fiscal year of the Borrower and (ii) the Net Cash Proceeds from sales described
in (i) above are applied to repay Term Loans as provided in Section 4.02(A)(c);
(except that no such prepayment shall be required with respect to the sale of
any asset for which the Net Cash Proceeds is less than $20,000).".
(b) Section 8.02 of the Credit Agreement is hereby further amended by
deleting clause (f) of said Section in its entirety and inserting in lieu
thereof the following new clause (f):
3
<PAGE>
"(f) [Reserved]".
(c) Section 8.02 of the Credit Agreement is hereby further amended by
deleting clause (m) of said Section in its entirety and inserting in lieu
thereof the following new clause (m):
"(m) [Reserved]".
2.6 Amendment to Section 8.03 of the Credit Agreement. Section 8.03 of the
Credit Agreement is hereby amended by deleting clause (o) of said Section in its
entirety and inserting in lieu thereof the following new clause (o):
"(o) additional Liens incurred by the Borrower and its Subsidiaries so long
as the value of the property subject of such Liens, and the Indebtedness
and other obligations secured thereby, do not exceed $500,000 in the
aggregate at any time, and no more than $100,000 in the aggregate of such
Liens first arose, or related Indebtedness was first incurred, after the
Second Amendment Effective Date.".
2.7 Amendment to Section 8.04 of the Credit Agreement. (a) Section 8.04 of
the Credit Agreement is hereby amended by deleting clause (h) of said Section in
its entirety and inserting in lieu thereof the following new clause (h):
"(h) [Reserved]".
(b) Section 8.04 of the Credit Agreement is hereby further amended by
deleting clause (k) of said Section in its entirety and inserting in lieu
thereof the following new clause (k):
"(k) [Reserved]".
(c) Section 8.04 of the Credit Agreement is hereby further amended by
deleting clause (m) of said Section in its entirety and inserting in lieu
thereof the following new clause (m):
"(m) additional Indebtedness of the Borrower not otherwise permitted
hereunder so long as the outstanding principal amount of such Indebtedness
does not exceed $10,000,000 at any one time and no more than $500,000 of
such Indebtedness was first incurred after the Second Amendment Effective
Date;".
(d) Section 8.04 of the Credit Agreement is hereby further amended by
inserting at the end of clause (n) of said Section the phrase "and such
Indebtedness was first incurred prior to the Second Amendment Effective Date".
(e) Section 8.04 of the Credit Agreement is hereby further amended by
inserting at the end of each clause (o) of said Section the phrase "so long as
such Indebtedness was first incurred prior to the Second Amendment Effective
Date".
4
<PAGE>
2.8 Amendment to Section 8.06 of the Credit Agreement. (a) Section 8.06 of
the Credit Agreement is hereby amended by inserting into clause (f) of said
Section: (i) the phrase "at any time prior to the Second Amendment Effective
Date" at the beginning of subclause (ii) of such clause (f); and (ii) inserting
the phrase "first made prior to the Second Amendment Effective Date" immediately
following the word "investments" on the tenth line of clause (f).
(b) Section 8.06 of the Credit Agreement is hereby further amended by
deleting from clause (i) of said Section the reference to "$5,000,000" contained
therein and inserting in lieu thereof "$1,000,000".
(c) Section 8.06 of the Credit Agreement is hereby further amended by
deleting clause (n) of said Section in its entirety and inserting in lieu
thereof the following new clause (n):
"(n) [Reserved]".
2.9 Amendment to Section 8.07 of the Credit Agreement. Section 8.07 of the
Credit Agreement is hereby amended by deleting clauses (ii) and (iii) of said
Section in their entirety and inserting in lieu thereof the following new
clauses (ii) and (iii):
"(ii) [Reserved]
(iii) [Reserved]".
2.10 Amendment to Section 8.08 of the Credit Agreement. Section 8.08 of the
Credit Agreement is hereby amended by deleting the proviso from subclause (iii)
of the first sentence of said Section and inserting in lieu thereof the phrase
"and, in any event, no management fees shall be paid to Lee and/or Lee
Affiliates or Belron and/or Belron Affiliates during the Second Amendment
Period.".
2.11 Amendment to Section 8.09 of the Credit Agreement. Section 8.09 of the
Credit Agreement is hereby amended by deleting clauses (d), (e) and (f) of said
Section and inserting in lieu thereof the following new clauses (d), (e) and
(f):
"(d) [Reserved]
(e) [Reserved]
(f) [Reserved]".
2.12 Amendment to Section 8.13 of the Credit Agreement. Section 8.13 of the
Credit Agreement is hereby amended by deleting the paragraph beginning with
"Notwithstanding the foregoing" from said Section in its entirety.
2.13 Amendment to Section 10 of the Credit Agreement. Section 10 of the
Credit Agreement is hereby amended by (i) deleting in its entirety the
definition of the term "Swingline Expiry Date", and (ii) adding the following
new definitions in their proper alphabetical order:
5
<PAGE>
""Second Amendment" shall mean the Waiver, Second Amendment and Agreement,
dated as of March 29, 2000, to this Agreement.
"Second Amendment Effective Date" shall have the meaning assigned thereto
in the Second Amendment.
"Second Amendment Period" shall have the meaning assigned thereto in the
Second Amendment.
"Swingline Expiry Date" shall mean the Second Amendment Effective Date.".
2.14 Amendment to Article 12 of the Credit Agreement. Article 12 of the
Credit Agreement is hereby amended by inserting the following new Section 12.12A
immediately following Section 12.12 of said Article:
"12.12A Priority Provisions. Notwithstanding any provision in this
Agreement, neither (i) Section 7.4(a)(ii) of the Security Agreement nor
(ii) any provision in this Agreement or any other Credit Document providing
for priority rights in all or any part of the Collateral for the
Obligations of any Bank may be changed, waived, discharged or terminated
unless such change, waiver, discharge or termination is in writing signed
by the Credit Parties party to the applicable Credit Document, the Required
Banks and each Bank (other than a Defaulting Bank) with Obligations having
such priority rights that are being directly affected by such change,
waiver, discharge or termination.".
2.15 Amendment to Section 12.01 of the Credit Agreement. Section 12.01 of
the Credit Agreement is hereby amended by deleting in its entirety the proviso
to subclause (ii) of said Section.
2.16 Amendment to Section 7.4 of the Security Agreement. Section 7.4 of the
Security Agreement is hereby amended by deleting clause (a) of said Section in
its entirety and inserting in lieu thereof the following new clause (a):
"(a) If an Event of Default shall have occurred and be continuing then,
notwithstanding anything to the contrary contained in the Credit Agreement,
the Collateral Agent shall apply all moneys collected or received by it
(whether as Collateral Agent or Administrative Agent) upon any sale or
other disposition of the Collateral (as defined in the Credit Agreement,
including, without limitation, all Collateral hereunder and all collateral
under the Pledge Agreement, the Mortgages or any Additional Security
Document) as follows:
(i) first, to the payment in full of all Obligations owing to the
Collateral Agent and the Administrative Agent of the type provided in
clauses (iii) and (iv) of the definition of Obligations (it being
understood that the reference to the term "Collateral" in such
definition shall be deemed to be "Collateral" as defined in the Credit
Agreement);
6
<PAGE>
(ii) second, solely from moneys collected or received by the
Collateral Agent upon any sale or other disposition of the Collateral
hereunder and all collateral under the Pledge Agreement, to the
payment in full (including the cash collateralization of outstanding
but undrawn Letters of Credit in an amount equal to 105% of the
undrawn amount thereof) as provided in Section 7.4(c) hereof of the
outstanding Obligations comprised of the aggregate amount of (i)
outstanding Revolving Loans in excess of the amount of Revolving Loans
outstanding on the Second Amendment Effective Date, together with
unpaid interest thereon, and (ii) all Unpaid Drawings (as defined in
the Credit Agreement) and all other obligations arising under Section
2.03 of the Credit Agreement in respect of Letters of Credit (as
defined in the Credit Agreement), whether drawn or undrawn, first
issued after the Second Amendment Effective Date (as defined in the
Credit Agreement), with each Secured Creditor receiving an amount
equal to its ratable share of the amount available to be distributed
if the moneys are insufficient to pay in full all such Obligations;
(iii) third, to the payment in full as provided in Section 7.4(c)
hereof of the remaining outstanding Obligations, with each Secured
Creditor receiving an amount equal to its Pro Rata Share of the amount
available to be distributed if the moneys are insufficient to pay in
full all such Obligations; and
(iv) fourth, to the extent proceeds remain after the application
pursuant to the preceding clauses (i), (ii) and (iii) and following
the termination of this Agreement pursuant to Section 10.8 hereof, to
the relevant Assignor or, to the extent directed by such Assignor or a
court of competent jurisdiction, to whomever may be lawfully entitled
to receive such surplus.".
2.17 Amendment to Article IX of the Security Agreement. Article IX of the
Security Agreement is hereby amended by deleting from the "Obligations"
definition of said Article each parenthetical immediately following the phrase
"all obligations" and inserting in lieu thereof each such time the following new
parenthetical:
"(including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Borrower or any
Subsidiary of the Borrower whether or not a claim for post-filing
interest is allowed in such proceedings)".
SECTION 3. AGREEMENTS.
3.1 Limitation on Extensions of Credit. (a) Unless the Required Banks and
all of the Revolving Banks under the Revolving Credit Facility otherwise agree,
notwithstanding anything to the contrary contained in the Credit Agreement, the
Borrower shall not have the right to, and shall not, request a Borrowing of
Revolving Loans during the Second Amendment Period.
(b) Any Letter of Credit issued during the Second Amendment Period for the
account of the Borrower shall have an expiry date occurring not later than 120
days after such Letter of Credit's date of issuance, provided that any such
Letter of Credit may be automatically
7
<PAGE>
extendable for periods of up to 120 days so long as such Letter of Credit
provides that the Letter of Credit Issuer retains an option, satisfactory to the
Letter of Credit Issuer, to terminate such Letter of Credit by giving notice to
the Borrower and the beneficiary under any such Letter of Credit not less than
thirty (30) days prior to each scheduled extension date.
3.2 Cash Flow Forecasts. During the Second Amendment Period, the Borrower
shall deliver to the Administrative Agent and each Bank on the Wednesday of
every second calendar week, commencing with the first Wednesday to occur during
the Second Amendment Period, a forecast of the cash flows, cash balances and
line availability of the Borrower for the period of four consecutive calendar
weeks beginning in the week in which the applicable Wednesday occurs together
with a comparison of the actual cash flows, cash balances and line availability
of the Borrower for the two week period immediately preceding the most recently
forecasted cash flows of the Borrower and its Restricted Subsidiaries for the
week in which such Wednesday occurs.
3.3 Engagement of The Blackstone Group. During the Second Amendment Period,
the Borrower shall continue its engagement of The Blackstone Group L.P. as
financial consultants and review from time to time with the Administrative Agent
and the Banks the scope and terms of such engagement.
3.4 Payment of Expenses. In addition to its obligations under Section 12.01
of the Credit Agreement (which obligations the Borrower hereby acknowledges and
confirms), the Borrower agrees:
(a) to pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent incurred in connection with (i) the negotiation,
preparation, execution and delivery of this Second Amendment and (ii) from
and after the Second Amendment Effective Date, the consideration, analysis,
review, negotiation, preparation, execution and delivery of any
recapitalization or restructuring proposals with respect to the obligations
of the Borrower (including, without limitation, the reasonable fees and
expenses of counsel, investment bankers, and financial or other advisors
retained by the Administrative Agent); and
(b) to pay all reasonable out-of-pocket costs and expenses of each Bank
incurred in connection with (i) the negotiation, execution and delivery of
this Second Amendment and (ii) from and after the Second Amendment
Effective Date, the review and analysis of (but not litigation with respect
to) the Credit Documents and the collateral security for the obligations
thereunder, the consideration, analysis and review of any recapitalization
or restructuring proposals with respect to the obligations of the Borrower
and the negotiation, execution and delivery of any amendment, waiver or
consent relating to the Credit Documents (including, without limitation,
the reasonable fees and expenses of counsel), provided that the Borrower's
obligation under this paragraph (b) shall be limited to an amount not to
exceed the lesser of $10,000 for each Bank for each calendar quarter and
$150,000 in the aggregate for all of the Banks (but not the Agents) per
calendar quarter, with each Bank having such expenses during any
8
<PAGE>
calendar quarter receiving a ratable share of $150,000 in the event that
the aggregate amount of expenses payable hereunder exceed $150,000 in such
calendar quarter.
3.5 Subsidiaries. The Borrower hereby agrees that, notwithstanding anything
to the contrary contained in the Credit Agreement, from and after the Second
Amendment Effective Date, the Borrower shall not have the right to, and shall
not, create or acquire any Subsidiaries.
3.6 Limitation on Voluntary Prepayments. The Borrower hereby agrees that,
notwithstanding anything to the contrary contained in the Credit Agreement, from
and after the Second Amendment Effective Date, the Borrower shall not have the
right to, and shall not, make any voluntary prepayments of the Loans except (i)
the Borrower shall have the right to prepay Revolving Loans (if any) first made
after the Second Amendment Effective and (ii) if there are no Letters of Credit
or Revolving Loans which were first issued or made, as applicable, after the
Second Amendment Effective outstanding, the Borrower shall have the right to
prepay the Loans so long as any prepayment of the Term Loans or Revolving Loans
is accompanied by a prepayment of the other, with such prepayments being in
amounts that reflect equal percentages of the outstanding Revolving Loans and
the outstanding Term Loans, respectively.
SECTION 4. WAIVERS
The Banks hereby waive, during the Second Amendment Period, any Default or
Event of Default (a) under Section 9.03 of the Credit Agreement arising as a
result of the Borrower's failure to (i) maintain the minimum Interest Coverage
Ratio and minimum Leverage Ratio required pursuant to Sections 8.11 and 8.12 of
the Credit Agreement, respectively, for the Test Period ending on or about March
31, 2000 and (ii) maintain the Interest Rate Protection Agreements required
pursuant to Section 7.12 of the Credit Agreement and (b) under Section 9.02 of
the Credit Agreement arising as a result of the inaccuracy of the representation
contained in Section 6.10(e) of the Credit Agreement.
SECTION 5. MISCELLANEOUS.
5.1 Effective Date. This Second Amendment will become effective on the date
first set forth above (the "Second Amendment Effective Date") upon the
satisfaction of the following conditions: (a) receipt by the Administrative
Agent of counterparts hereof duly executed and delivered by the Borrower, the
Required Banks and the Majority Banks under the Revolving Credit Facility; (b)
receipt by the Administrative Agent, for the account of each Bank which executes
this Second Amendment, a fee in an amount equal to .125% of the sum of such
Bank's Revolving Credit Commitment and Terms Loans outstanding on the Second
Amendment Effective Date; and (c) the payment by the Borrower of the costs and
expenses of the Administrative Agent owing under Section 12.01 of the Credit
Agreement and for which invoices have been submitted.
5.2 Representations and Warranties. The Borrower represents and warrants to
each Bank that as of the Second Amendment Effective Date: (a) this Second
Amendment
9
<PAGE>
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against it in accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, fraudulent conveyances, reorganization,
moratorium or similar laws affecting creditors' rights generally, by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law) and by an implied covenant of good faith and fair dealing; (b) the
representations and warranties made by the Borrower in the Credit Documents are
true and correct in all material respects on and as of the date hereof (except
to the extent that such representations and warranties are expressly stated to
relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such
earlier date); (c) no Default or Event of Default shall have occurred and be
continuing as of such date; and (d) the Borrower is truly and justly indebted to
each of the Administrative Agent, the Syndication Agent and the Banks pursuant
to the Credit Documents, without defense, counterclaim or offset of any kind.
5.3 Limited Effect. Except as expressly waived or amended hereby, the
Credit Agreement shall continue to be and shall remain in full force and effect
in accordance with its terms, and this Second Amendment shall not constitute the
Banks' consent or indicate their willingness to consent to any other amendment,
modification or waiver of the Credit Agreement or any other Credit Documents.
5.4 GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
5.5 Counterparts. This Second Amendment may be executed by the parties
hereto in any number of separate counterparts and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
[signature pages to follow]
10
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and delivered by their properly and duly authorized officers as
of the day and year first above written.
SAFELITE GLASS CORP.
By: /s/ D.A. Herron
------------------------------
Name: Douglas A. Herron
Title: Senior Vice President & CFO
THE CHASE MANHATTAN BANK, as
Administrative Agent, as
Collateral Agent and as a Bank
By: /s/ Ann Kurinskas
------------------------------
Name: Ann Kurinskas
Title: Managing Director
BANKERS TRUST COMPANY, as Syndication
Agent and as a Bank
By: /s/ Gina S. Thompson
------------------------------
Name: Gina S. Thompson
Title: Vice President
ABN AMRO BANK, N.V.
By: /s/ William J. Teresky
------------------------------
Name: William J. Teresky
Title: Vice President
By: /s/ William J. Fitzgerald
------------------------------
Name: William J. Fitzgerald
Title: Senior Vice President
<PAGE>
BANK ONE COLUMBUS
By: /s/ Jeffrey C. Nicholson
------------------------------
Name: Jeffrey C. Nicholson
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Albert R. Taylor
------------------------------
Name: Albert R. Taylor
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ D.N. Gillespie
------------------------------
Name: D.N.Gillespie
Title: Managing Director and
Unit Head
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Paul P. Malecki
------------------------------
Name: Paul P. Malecki
Title: Vice President
BANQUE NATIONALE DE PARIS
By: /s/ Curt Deane
------------------------------
Name: Curt Deane
Title: V. P.
By: /s/ Rosalie C. Hawley
------------------------------
Name: Rosalie C. Hawley
Title: Vice President
<PAGE>
CARL MARKS MANAGEMENT CO., L.P.
By: /s/ Robert C. Ruocco
------------------------------
Name: Robert C. Ruocco
Title: General Partner
CEREBUS CAPITAL MANAGEMENT, LLC
By:
------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
------------------------------
Name:
Title:
CREDIT LYONNAIS
By: /s/ Attila Koe
------------------------------
Name: Attila Koe
Title: Sr. Vice President
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ Christina T. Schoen
------------------------------
Name: Christina T. Schoen
Title: Executive Vice President
By: /s/ A. W. Seidel
------------------------------
Name: A.W. Seidel
Title: Senior Vice President
<PAGE>
CYPRESSTREE INVESTMENT PARTNERS I
By: CyressTree Investment Management
Company, as Investment Advisor
By:
------------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II
By: CyressTree Investment Management
Company, as Investment Advisor
By:
------------------------------
Name:
Title:
EATON VANCE INSTITUTIONAL SR. LOAN
By: Eaton Vance Management,
as Investment Advisor
By:
------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Eaton Vance, as Investment Advisor
By:
------------------------------
Name:
Title:
FLEET BANK, N.A.
(f/k/a BankBoston, N.A.)
By:
------------------------------
Name:
Title:
<PAGE>
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Gregory L. Hong
------------------------------
Name: Gregory L. Hong
Title: Duly Authorized Signatory
Sankaty Advisors, Inc. as
Collateral Manager for
GREAT POINT CLO 1999-1 LTD.
By: /s/ Diane J. Exter
------------------------------
Name: Diane J. Exter
Title: Executive Vice President,
Portfolio Manager
IBJ WHITEHALL BANK & TRUST CO.
By: /s/ Charles B. Fears
------------------------------
Name: Charles B. Fears
Title: Director
IMPERIAL BANK
By:
------------------------------
Name:
Title:
KZH CYPRESSTREE 1 LLC
By:
------------------------------
Name:
Title:
KZH III LLC
By:
------------------------------
Name:
Title:
KZH SHENKMAN LLC
By:
------------------------------
Name:
Title:
<PAGE>
KZH SOLEIL LLC
By: /s/ Susan Lee
------------------------------
Name: Susan Lee
Title: Authorized Agent
MERRILL LYNCH DEBT STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
MERRELL LYNCH SENIOR FLOATING RATE
FUND II, INC.
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
DEBT STRATEGIES FUND II, INC.
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
<PAGE>
MERRILL LYNCH GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By:
------------------------------
Name:
Title:
DEBT STRATEGIES FUND, INC.
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
MERRILL LYNCH PRIME RATE PORTFOLIO
By: Merrill Lynch Asset Management,
L.P., as Investment Advisor
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ James R. Dingler
------------------------------
Name: James R. Dingler
Title: Director
<PAGE>
ML CLO XII PILGRIM AMERICA (CAYMAN),
LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Robert L. Wilson
------------------------------
Name: Robert L. Wilson
Title: Vice President
ML CLO XIX STERLING (CAYMAN) LTD.
By: Sterling Asset Management,
as Investment Advisor
By: /s/ Louis A. Pistecchia
------------------------------
Name: Louis A. Pistecchia
Title: Executive Vice President
MORGAN STANLEY DEAN WITTER PRIME
INCOME TRUST
By: /s/ Peter Gewirtz
------------------------------
Name: Peter Gewirtz
Title: Vice President
<PAGE>
NEW YORK LIFE INSURANCE COMPANY
By: /s/ F. David Melka
------------------------------
Name: F. David Melka
Title: Investment Manager
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION
By: New York Life Insurance Company
By: /s/ F. David Melka
------------------------------
Name: F. David Melkla
Title: Investment Manager
PARIBAS
By: /s/ Brian F. Hewett
------------------------------
Name: Brian F. Hewett
Title: Vice President
By: /s/ Ann B. McAloon
------------------------------
Name: Ann B. McAloon
Title: Vice President
<PAGE>
PILGRIM AMERICA HIGH INCOME
INVESTMENTS, LTD.
By: Pilgim Investments, Inc.,
as its investment manager
By: /s/ Robert L. Wilson
------------------------------
Name: Robert L. Wilson
Title: Vice President
PILGRIM PRIME RATE TRUST
By: Pilgim Investments, Inc.,
as its investment manager
By: /s/ Robert L. Wilson
------------------------------
Name: Robert L. Wilson
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Paul Travers
------------------------------
Name: Paul Travers
Title: Authorized Signatory
SEQUILS - PILGRIM I, LTD.
By: Pilgrim Investments, Inc.,
as Investment Advisor
By: /s/ Robert L. Wilson
------------------------------
Name: Robert L. Wilson
Title: Vice President
<PAGE>
SPS HIGH YIELD LOAN TRADING
By:
------------------------------
Name:
Title:
STONEHILL INSTITUTIONAL PARTNERS, LP
By: Stonehill Capital Management LLC,
as Investment Advisors
By: /s/ Wayne Teetsel
------------------------------
Name: Wayne Teetsel
Title: General Partner
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Darvin D. Pierce
------------------------------
Name: Darvin D. Pierce
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE
FUND, INC.
By: Van Kampen Investment Advisory Corp.
By: /s/ Darvin D. Pierce
------------------------------
Name: Darvin D. Pierce
Title: Vice President
