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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
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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:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Fiscal Quarter Debt/Adjusted EBITDA Ratio
Ending --------------------------------------------------------------------------------
Nearest to 1998 1999 2000 2001 2002 2003 2004 2005
<S> <C> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------
</TABLE>
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:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Consolidated Interest Coverage Ratio
Fiscal Quarter ----------------------------------------------------------------------
Ending Nearest to 1999 2000 2001 2002 2003 2004 2005
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
------------------------------------------------------------------------------------------
</TABLE>
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:
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<TABLE>
<CAPTION>
----------------------------------------------------------------------
Fixed Charge Coverage Ratio
--------------------------------------------------
Fiscal Quarter
Ending Nearest to 2000 2001 2002 2003 2004 2005
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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
----------------------------------------------------------------------
</TABLE>
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
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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,
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LENDERS
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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,
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WELLS FARGO BANK,
FIRST DOMINION,
DRESDNER BANK,
GALAXY CLO 1999-1 LTD,
