EXHIBIT 10.15
AMENDMENT TO THE CREDIT
AGREEMENT
DATED MARCH 13, 2009
FIRST AMENDMENT
TO
CREDIT
AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the
“Amendment”), is made as of the 13th day of March,
2009, by and between ADVANCED FIBERGLASS TECHNOLOGIES, INC., a
Wisconsin corporation (“AFT”), and JAMIE L. MANCL AND
JENNIFER MANCL (the “Mancls”) and NEKOOSA PORT EDWARDS
STATE BANK (“Bank”).
WHEREAS, AFT, the Mancls, Bank and M & W
Fiberglass, LLC (“M&W”) are parties to that certain
Credit Agreement dated as of February 28, 2007 (the “Credit
Agreement”); and
WHEREAS, M&W has assigned all of its rights,
title and interests in and to, and AFT has assumed all of the
obligations of M&W arising under, the Credit Agreement pursuant
to that certain Assignment and Assumption Agreement dated as of
December 31, 2008; and
WHEREAS, AFT, the Mancls and the Bank wish to
amend the Credit Agreement as hereinafter described to reflect
modifications to various definitions and covenants.
NOW THEREFORE, in consideration of the recitals
and of the consummation of the transactions contemplated in this
Amendment and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Capitalized
Terms . All capitalized terms used in this Amendment
and not otherwise defined herein shall have the meaning given such
terms in the Credit Agreement.
2. Amendment to
Section 1.01 . Section 1.01 of the Credit Agreement
is hereby amended as follows:
a. The definition of
“ Debt Service Coverage Ratio ” is deleted in
its entirety and restated as follows:
“ Debt
Service Coverage Ratio ” of any entity or entities on any
date shall mean the ratio of (i) EBITDA for the 12-month period
ending on the measurement date to (ii) interest expenses plus
principal payments coming due during the 12-month period beginning
on the day after measurement.
b. The definition of
“ EBITDAR ” is deleted in its entirety and
replaced with the following:
“
EBITDA ” shall mean, for any period, the sum of the
amounts for such period of (A) net income (or loss) after taxes of
the Corporation and ECC on a consolidated basis ("Net Income"),
plus (B) interest expense which has been deducted in the
determination of Net Income, plus (C) federal, state and local
taxes which have been deducted in determining Net Income, plus (D)
depreciation and amortization expenses which have been deducted
in
determining Net
Income, plus (E) extraordinary losses which have been deducted
in the determination of Net Income, minus (F) extraordinary
gains which have been included in the determination of Net
Income.
c. The following
definition is inserted:
“
ECC ” shall mean Energy Composites Corporation, a
Nevada corporation.
d. The definition of
“ Tangible Net Worth ” is deleted in its
entirety and replaced with the following:
“
Equity ” shall mean, for any period, (A) the total of
all assets of the Corporation and ECC on a consolidated basis minus
(B) the aggregate of all liabilities and reserves of every kind and
character of the Corporation and ECC on a consolidated basis, all
determined in accordance with generally accepted accounting
principles consistent with those followed in preparation of the
financial statements described in Section 5.03 hereof.
3. Amendment to
Section 5.03(a) . Section 5.03(a) of the Credit
Agreement is hereby deleted in its entirety and restated as
follows:
(a) as
soon as available, and in any event on or before September
15 th
following the close of each fiscal
year, each Borrower shall provide Bank a copy of the tax return for
such year as of the end of such fiscal year for such
Borrower;
4. Amendment to
Section 5.03(b) . Section 5.03(b) of the Credit
Agreement is hereby deleted in its entirety and restated as
follows:
