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Abt Building Products Corp – ‘10-K’ for 12/31/97 – EX-10.24

As of: Friday, 3/20/98 · For: 12/31/97 · Accession #: 950130-98-1359 · File #: 0-21856

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/20/98  Abt Building Products Corp        10-K       12/31/97   13:769K                                   Donnelley R R & S… 02/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         59    358K 
 2: EX-4.2      Letter From the Company to the S.E.C.                  1      8K 
 3: EX-10.24    3rd Amended & Restated Credit Agree. Dtd. 03/11/97    36     39K 
 4: EX-10.25    1st Amended to 3rd Amended & Restated Cr Agree.      116    401K 
                          2/2/98                                                 
 5: EX-10.26    Consulting Agreement Dated 12/03/97                    3     16K 
 6: EX-10.27    Consulting Agreement Dated 06/30/97                    4     15K 
 7: EX-10.28    Consulting Agreement Dated 10/01/97                    2     12K 
 8: EX-10.29    Labor Agree Between Abt's Canexel Hardboard           76    190K 
 9: EX-10.30    Labor Agree. Between Abt's Acton Plant                39    105K 
10: EX-10.31    Labor Agreement Between Abt's Alpina Plant            31    116K 
11: EX-11.1     Statement Re Computation of Per Share Earnings         1      7K 
12: EX-21.1     List of Subsidiaries of the Company                    1      6K 
13: EX-27.1     Financial Data Schedule                                2      9K

EX-10.24 — 3rd Amended & Restated Credit Agree. Dtd. 03/11/97

EX-10.24 1st Page of 36 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                   EXHIBIT 10.24

FIRST AMENDMENT TO  
ABT BUILDING PRODUCTS CORPORATION 
THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
------------------------------------------- 

This Amendment is dated as of the _____ day of February, 1998 by and  
between COMERICA BANK, a Michigan banking corporation, CREDITANSTALT AG (f/k/a  
Creditanstalt-Bankverein), a bank organized under the laws of the Republic of   
Austria, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national banking        
association, HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation,    
NATIONAL CITY BANK, a national banking association, BANK ONE-WISCONSIN          
(successor in interest hereunder to Bank One Dayton, N.A.), a national banking  
association, FIRSTAR BANK MILWAUKEE, N.A., a national banking association,      
LASALLE NATIONAL BANK, a national banking association, U.S. BANK NATIONAL       
ASSOCIATION f/k/a and d/b/a FIRST BANK NATIONAL ASSOCIATION, a national banking 
association (collectively, "Banks"), COMERICA BANK, as agent for the Banks      
("Agent") and ABT BUILDING PRODUCTS CORPORATION, a Delaware corporation, ABTCO, 
INC., a Delaware corporation, and ABT CANADA, LTD., a Nova Scotia corporation   
(collectively, "Company"), in connection with that certain Third Amended and    
Restated Revolving Credit and Term Credit Agreement executed by and among them  
(and KenTech Plastics, Inc., a Delaware corporation that was subsequently merged
into ABTco, Inc. as of December 31, 1997) as of March 11, 1997. ("Agreement").  

WHEREAS, Company has requested Agent and the Banks to amend certain   
provisions of the Agreement and Agent and the Banks are willing to do so on the 
terms and conditions set forth herein;                                          

NOW, THEREFORE, it is agreed:                                         

A.   DEFINITIONS                                                                

     1.   Capitalized terms used herein and not defined to the contrary have the
meanings given them in the Agreement.                                           

B.   AMENDMENTS                                                                 

  1.   Section 1.39 of the Agreement is hereby amended and restated in its
entirety as follows:                                                            

         "1.39  `EBITDA' shall mean, as of the last day of any fiscal quarter,
     for the four fiscal quarters immediately preceding any calculation thereof,
Net Income (before impact of extraordinary non-cash items) plus the   
 aggregate amounts deducted in determining Net Income for such period in
respect of: (i) the provision for taxes based on income; (ii) Interest
 Expense; (iii) depreciation and amortization; and (iv) the Five Million
 Eight Hundred Seventy Nine Thousand Six Hundred One Dollar ($5,879,601)
non-cash fixed asset write-down taken at                              

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   KenTech as of June 30, 1997 shown on the financial statements for Company
    and the Subsidiaries as of such date delivered to Agent and the Banks; all
determined for Company and the Subsidiaries or (where the context so  
   indicates) the Company and the Restricted Subsidiaries, on a Consolidated
basis in accordance with GAAP."                                       

  2.   Section 1.95 of the Agreement is hereby amended and restated in its
entirety as follows:                                                            

"1.95  `Permitted Borrowers' shall mean ABT and ABT Canada."

   3.   Section 1.117 of the Agreement is hereby amended and restated in its
entirety as follows:                                                            

          "1.117  `Revolving Credit Maturity Date' shall mean March 10, 2003, or
    such later date as to which it may be extended, at the request of Company,
pursuant to Section 2.10 hereof."                                     

   4.   Schedule 1.79 of the Agreement is hereby replaced with Schedule 1.79
attached hereto.                                                                

   5.   Schedule 1.96 of the Agreement is hereby replaced with Schedule 1.96
attached hereto.                                                                

 6.   Clauses (a) through (c) of Section 2.10 of the Agreement is hereby
amended and restated in its entirety as follows:                                

        "(a)  Extension Request.  Notwithstanding anything contained in this
-----------------                               
            Agreement to the contrary, not later than four (4) years and
                sixty (60) days prior to the Revolving Credit Maturity Date then
           in effect, the Company may, by delivery of a duly completed
                Extension Request, irrevocably request that each Bank extend the
           then Existing Revolving Credit Maturity Date for additional
          periods, (i) in the case of the extension of the Revolving
             Credit Maturity Date from March 10, 2003, to a date not later
              than fifteen (15) months after such date, and (ii) in the case
             of any other extension of the Revolving Credit Maturity Date,
               for additional periods not greater than the year. Promptly upon
            receipt of an Extension Request, the Agent shall notify each
             Bank thereof by delivery to each Bank a copy of the Extension
Request.                                        

          (b)   Responses to Extension Request. Each Bank shall: (i) in the case
------------------------------                  
       of an Extension Request requesting the extension of the
              Revolving Credit Maturity Date from March 10, 2003, within one
        hundred twenty (120) days after receipt of the Extension
             Request, and (ii) in each other case, within thirty (30) days
after receipt of the                            

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              Extension Request, notify the Agent whether it consents to the
            request of Company set forth in such Extension Request, such
              consent to be in the sole discretion of such Bank. If any Bank
               does not so notify the Agent within such time period, such Bank
      shall be deemed not to have consented to such request.

        (c)   Notice of Consent.  The Agent shall notify Company whether the
-----------------                               
             Banks have consented to the request set forth in an Extension
             Request. If the Agent does not notify the Company within five
              (5) days after the expiration of the period for Bank responses
                set forth in clause (b) above, the Agent shall be deemed to have
             notified the Company that the Banks have not consented to the
request."                                       

   7.   Schedule 11.4 of the Agreement is hereby replaced with Schedule 11.4
attached hereto.                                                                

8.   Section 11.14 of the Agreement is hereby amended by deleting     
therefrom, in each place it appears, the word "KenTech".                        

  9.   Section 13.4 of the Agreement is hereby amended and restated in its
entirety as follows:                                                            

  "13.4 Financial Covenants.  Each of them will not permit, with
-------------------                             
respect to both the Company and the Subsidiaries and (by separate     
determination) the Company and the Restricted Subsidiaries:           

               (a)  the Fixed Charge Coverage Ratio, as of the last day of any
fiscal quarter, to be less than:      

                   (i)   from the Closing Date until September 29, 1998, 1.1
to 1;                     

                    (ii)  from and including September 30, 1998 until December
30, 1998, 1.25 to 1; and  

                     (iii) from and including December 31, 1998 and at all times
thereafter, 1.5 to 1;     

         (b)  the Leverage Ratio, as of the last day of any fiscal
quarter, to be more than:             

                   (i)   from the Closing Date until September 29, 1998, 3.5
to 1.0; and               

                     (ii)  from and including September 30, 1998 and at all time
thereafter,  3.25 to 1.   

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          (c)  to have a Tangible Net Worth, as of the last day of any
                fiscal quarter, of less than the sum of: (i) Eighty Four
         Million Seven Hundred Eighty Two Thousand Dollars
                  ($84,782,000), and (ii) fifty percent (50%) of the greater
          of the Net Income (if positive) of Company and the
               Subsidiaries or Company and the Restricted Subsidiaries
                  earned (in each case) in each fiscal quarter subsequent to
   the fiscal quarter ended December 31, 1996.

C.   REPRESENTATIONS                                                            

Company hereby represents and warrants that:                          

  1.   Execution, delivery and performance of this Amendment and any other
documents and instruments required under this Amendment or the Agreement are    
within Company's powers, have been duly authorized, are not in contravention of 
law or the terms of Company's Articles of Incorporation or Bylaws, and do not   
require the consent or approval of any governmental body, agency or authority.  

  2.   This Amendment, and the Agreement as amended by this Amendment, and
any other documents and instruments required under this Amendment or the        
Agreement ("Documents"), when issued and delivered under this Amendment or the  
Agreement, will be valid and binding in accordance with their terms.            

    3.   The continuing representations and warranties of Company set forth in
Sections 11.1 through 11.9 and 11.11 through 11.20 of the Agreement are true and
correct on and as of the date hereof with the same force and effect as if made  
on and as of the date hereof.                                                   

    4.   The continuing representations and warranties of Company set forth in
Section 11.10 of the Agreement are true and correct as of the date hereof with  
respect to the most recent financial statements furnished to the Agent by       
Company in accordance with Section 12.1 of the Agreement.                       

  5.   No Default or Event of Default has occurred and is continuing as of
the date hereof.                                                                

D.   MISCELLANEOUS                                                              

     1.   This Amendment may be executed in as many counterparts as Agent, Banks
and Company deem convenient and shall become effective upon: (a) delivery to    
Agent of counterparts hereof executed by each of the parties; (b) delivery by   
Company to Agent of each of the Documents listed on the Checklist attached as   
Exhibit "A" hereto; and (c) payment by Company to Agent of an Amendment Fee     
equal to One Hundred Seventy Five Thousand Dollars ($175,000), provided however 
that upon such delivery and payment, the restatement of Section 1.39 of the     
Agreement set forth in Section B.1 of this Amendment shall be deemed to be      
effective                                                                       

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as of June 30, 1997.                                                            

 2.   Company, Agent and the Banks acknowledge and agree that, except as
specifically amended by this Amendment, all of the terms and conditions of the  
Agreement and the Documents remain in full force and effect in accordance with  
their original terms.                                                           

   3.   Company shall pay all of Agent's legal costs and expenses (including
attorneys' fees and expenses) incurred in the negotiation, preparation and      
closing hereof.                                                                 

 4.   Except as specifically set forth herein, nothing set forth in this
Amendment shall constitute, or be interpreted or construed to constitute, a     
waiver of any right or remedy of Agent or the Banks, or of any Default or Event 
of Default whether now existing or hereafter arising.                           

WITNESS the due execution hereof as of the day and year first above   
written.                                                                        

ABT BUILDING PRODUCTS                        COMERICA BANK,                     
CORPORATION                                   as Agent                        

By:_____________________________________     By:_______________________________ 
Dale H. VonBehren                            Gregory N. Block         
Its: Vice President Finance - Treasurer      Its: Vice President                

One Neenah Center, Suite 600                 One Mid America Plaza              
Neenah, WI  54956-3070                       Suite 612                          
Telephone: (414) 751-4984                    Oakbrook Terrace, Illinois 60181   
Facsimile: (414) 751-0370                    Telephone: (630) 575-2160          
                                   Facsimile: (630) 575-2164

ABTco, INC                                   ABT CANADA, LTD.                   

By:_____________________________________     By:_______________________________ 
Dale H. VonBehren                            Dale H. VonBehren        
Its: Vice President Finance - Treasurer      Its: Assistant Secretary           

One Neenah Center, Suite 600                 One Neenah Center, Suite 600       
Neenah, Wisconsin  54956-3070                Neenah, Wisconsin 54956-3070       
Telephone: (414) 751-4982                    Telephone: (414) 751-4982          
Facsimile: (414) 751-0370                    Facsimile: (414) 751-0370          

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                       COMERICA BANK

                                            By:_______________________________
                                      Gregory N. Block
                              Its:  Vice President

                               One Mid America Plaza
                   Suite 612
                                          Oakbrook Terrace, Illinois 60181
                                    Telephone:  (630) 575-2160
                                    Facsimile:  (630) 575-2164

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                         FIRST UNION NATIONAL BANK
                    OF NORTH CAROLINA,
                               as Documentation Agent and Bank

                                  By:_______________________________

                                   Its:_______________________________

                     301 S. College Street
                             One First Union Center, TW-19
                                     Charlotte, North Carolina  28288-0745
                          Telephone:  (704) 374-4367
                          Facsimile:  (704) 374-2802

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                             HARRIS TRUST AND SAVINGS BANK
                             as Syndication Agent and Bank

                                  By:_______________________________

                                   Its:_______________________________

               111 West Monroe
            P.O. Box 755
                        Chicago, Illinois  60690
                          Telephone:  (312) 461-7788
                          Facsimile:  (312) 461-2591
                  ABA No. 071-000288

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                CREDITANSTALT AG

                                  By:_______________________________

                                   Its:_______________________________

     -and-

                                  By:_______________________________

                                   Its:_______________________________

                Creditanstalt AG
                 2 Greenwich Plaza
                   Greenwich, CT 06830
                          Telephone:  (203) 861-1499
                          Facsimile:  (203) 861-1475

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                  NATIONAL CITY BANK

                                     By:__________________________________

                                      Its:__________________________________

                    National City Center
                  1900 E. 9th Street
                     Cleveland, Ohio 44114
                         Telephone: (810) 644-0502
                         Facsimile: (810) 644-0432

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          BANK ONE-WISCONSIN

                              By:___________________________________

                              Its:__________________________________

                 111 East Wisconsin Avenue
                Milwaukee, WI 53202-2033
                 Telephone: (414) 765-3111
                 Facsimile: (414) 765-2176

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                    FIRSTAR BANK MILWAUKEE, N.A.

                              By:___________________________________

                              Its:__________________________________

                 777 East Wisconsin Avenue
           Milwaukee, WI 53201
                 Telephone: (414) 765-5971
                 Facsimile: (414) 765-4632

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             LASALLE NATIONAL BANK

                              By:___________________________________

                              Its:__________________________________

                135 South LaSalle Street
                    Chicago, Illinois 60603-3499
                 Telephone: (312) 904-2868
                 Facsimile: (312) 904-2340

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                                 U.S. BANK NATIONAL ASSOCIATION, f/k/a and
                             d/b/a First Bank National Association

                              By:___________________________________

                              Its:__________________________________

        First Bank Place
                         601 Second Avenue South, MPFP0601
                  Minneapolis, MN 55402-4302
                 Telephone: (612) 973-0690
                 Facsimile: (612) 973-0821

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EXHIBIT "A" 
----------- 

FIRST AMENDMENT TO  
ABT BUILDING PRODUCTS CORPORATION 
THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

CLOSING CHECKLIST 
----------------- 

1.   First Amendment to Credit Agreement                              
a.   Exhibit "A" - Checklist                                
b.   Schedule 1.79 - Margin                                 
c.   Schedule 1.96 - Permitted Borrower Maximums            
d.   Schedule 11.4 - Litigation                             

2.   Recertification and Amendment of Authority Documents (Company)   

3.   Recertification and Amendment of Authority Documents (ABT)       
a.   Exhibit "A" - Certificate of Merger with KenTech       

4.   Recertification and Amendment of Authority Documents (Canada)    

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SCHEDULE 1.79 

MARGINS 
------- 

                                                        [Enlarge/Download Table]

====================================================================================================================================

Leverage Ratio   less than 1.5:1.0  more than 1.5:1.0  more than 2.0:1.0  more than 2.60:1.0  more than 3.0:1.0   more than 3.25:1.0

                                    -                  -                  -                   -                   -                 
                                           But                 But                But                But                            
                                    less than 2.0:1.0  less than 2.60:1.0 less than 3.0:1.0   less than 3.25:1.0                    
====================================================================================================================================

                                                                                                                                    
Margin for              10.00              15.00              17.50               20.00               25.00              35.00      
Revolving Credit                                                                                                                    
Facility Fees                                                                                                                       
------------------------------------------------------------------------------------------------------------------------------------

Margin for              28.50              40.00              50.00               62.50               75.00             100.00      
Revolving Credit                                                                                                                    
Eurocurrency-                                                                                                                       
based Advances                                                                                                                      
------------------------------------------------------------------------------------------------------------------------------------

Margin for              28.50             40.00               50.00               62.50               75.00             100.00      
Letters of Credit                                                                                                                   
------------------------------------------------------------------------------------------------------------------------------------

Margin for Line          9.00             11.00               12.50               15.00               20.00              30.00      
of Credit Facility                                                                                                                  
Fees                                                                                                                                
------------------------------------------------------------------------------------------------------------------------------------

Margin for Line         29.50             44.00               55.00               67.50               80.00             105.00      
of Credit                                                                                                                           
Eurocurrency-                                                                                                                       
based Advances                                                                                                                      
====================================================================================================================================


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SCHEDULE 1.96 
------------- 

PERMITTED BORROWER MAXIMUMS 
--------------------------- 

ABT                       $175,000,000            

ABT Canada                $60,000,000             

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SCHEDULE 11.4 
------------- 

LITIGATION  
----------  

[TO BE PROVIDED BY COMPANY] 

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

	3/10/03	2
	12/31/98	3
	12/30/98	3
	9/30/98	3		10-Q
	9/29/98	3
	3/23/98
Filed on:	3/20/98
For Period End:	12/31/97	1
	6/30/97	2	5	10-Q, 10-Q/A
	3/11/97	1
	12/31/96	4		10-K
				List all Filings

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Filing Submission 0000950130-98-001359 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Abt Building Products Corp – ‘10-K’ for 12/31/97 – EX-10.24

As of: Friday, 3/20/98 · For: 12/31/97 · Accession #: 950130-98-1359 · File #: 0-21856

Previous ‘10-K’: ‘10-K’ on 3/25/97 for 12/31/96 · Latest ‘10-K’: This Filing

Annual Report — Form 10-KFiling Table of Contents

EX-10.24 — 3rd Amended & Restated Credit Agree. Dtd. 03/11/97

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K
Filing Table of Contents