Exhibit 10.1
AMENDMENT TO
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT TO REVOLVING
CREDIT AGREEMENT , dated as of February 24, 2005 (this
“ Amendment ”), by and among JLG INDUSTRIES,
INC., a Pennsylvania corporation (the “ Borrower
”), the several banks and other financial institutions and
lenders from time to time party hereto (the “ Lenders
”), SUNTRUST BANK, in its capacity as administrative agent
for the Lenders (the “ Administrative Agent ”),
as issuing bank (the “ Issuing Bank ”)
and as swingline lender (the “ Swingline Lender
”), MANUFACTURERS AND TRADERS TRUST COMPANY, as syndication
agent (the “ Sydication Agent ”) and STANDARD
FEDERAL BANK NA, as documentation agent (the “
Documentation Agent ”).
W I T N E S S E T
H :
WHEREAS, Borrower, Lenders,
Administrative Agent, Issuing Bank, Swingline Lender, Syndication
Agent and Documentation Agent are parties to that certain Revolving
Credit Agreement, dated as of September 23, 2003, as amended
and in effect to the date hereof (as so amended, the “
Credit Agreement ”);
WHEREAS, Borrower has requested that
Administrative Agent and Lenders agree to amend the Credit
Agreement in the manner set forth below, and the Administrative
Agent and Lenders are willing to do so on the terms and conditions
set forth herein;
NOW, THEREFORE, in consideration of
the mutual promises and conditions contained herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1.
Definitions . Capitalized terms used but not otherwise
defined herein shall have the meanings given to such terms in the
Credit Agreement.
2.
Amendments .
(a)
Section 1.1 of the Credit Agreement is hereby amended
by adding the following definition of “2005 Equity
Offering” (in appropriate alphabetical order):
“ 2005 Equity Offering
” shall mean the offering of the Borrower’s common
stock in an underwritten registered public offering consummated
after February 24,2005 and on or before July 31,2005, by
Borrower.
(b)
Section 7.5 of the Credit Agreement is hereby amended
by replacing such Section in its entirety with the following:
Section 7.5 Restricted Payments .
The Borrower will not, and will not permit its Subsidiaries (other
than Monetization
Subsidiaries) to, declare or make, or agree to pay or make,
directly or indirectly, any dividend on any class of its Capital
Stock, or make any
payment on
account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, retirement, defeasance or other
acquisition of, any shares of its Capital Stock or Indebtedness
subordinated to the Obligations of the Borrower or any Guarantee
thereof or any options, warrants, or other rights to purchase such
Capital Stock or such Indebtedness, whether now or hereafter
outstanding (each, a “ Restricted Payment ”),
except for (a) dividends payable by the Borrower solely in
shares of any class of its common stock, (b) Restricted
Payments made by any Subsidiary Loan Party to the Borrower or to
another Subsidiary Loan Party, (c) in the absence of a Default
or an Event of Default, the payment of regular cash dividends in
accordance with reasonable business practice in the good faith
judgment of the board of directors of the Borrower,
(d) distributions of Capital Stock (subject to compliance with
the last paragraph of Section 7.1) upon the exercise of the
“Rights” as defined in the Rights Agreement, dated as
of May 24, 2000, between the Borrower and American Stock
Transfer and Trust Company, as it may be amended, supplemented or
otherwise modified from time to time, (e) no later than
April 30, 2004, the repurchase or repayment in full of that
certain unsecured subordinated promissory note, dated
August 1, 2003, executed by JLG Acquisition Company, as
predecessor in interest to JLG OmiQuip, Inc. in favor of TRAK
International, Inc. and in the original principal amount of
$10,000,000 (the ‘‘ OmniOuip Note ”),
(f) the repurchase of up to $35,000,000 of the Senior
Subordinated Notes, and (g) the repurchase or redemption of Senior
Subordinated Notes and the Senior Unsecured Notes for an aggregate
repurchase or redemption price not to exceed $125,000,000,
provided , that such repurchase or redemption occurs on or
prior to December 31,2005, and is made solely with the
proceeds of the 2005 Equity Offering; provided that in the
case of any repurchase or redemption in clauses (f) or
(g) above, (i) immediately after giving pro forma effect
to any such repurchase or redemption as though the repurchase or
redemption had closed on the last Business Day of the Fiscal Month
immediately preceding delivery of the most recently delivered
Borrowing Base Certificate pursuant to Section 5.l(f) ,
the Borrowing Availability would be at least $10,000,000,
(ii) immediately after giving effect to the repurchase or
redemption, no Default or Event of Default shall otherwise have
occurred and be continuing and (iii) immediately after giving
pro forma effect to any such repurchase or redemption as though the
repurchase or redemption had closed on the first day of the most
recently ended four consecutive Fiscal Quarter period for which
financial statements have been delivered pursuant to
Section 5.1(a ) or (b) , the Borrower would be
in compliance with the financial covenants provided for in
Article VI as of the most recent Fiscal Quarter in respect of
which the Borrower is required to have delivered a Compliance
Certificate pursuant to Section 5.1(c) .
3.
Waiver . The Lenders hereby waive the requirement of
Section 2.12(c) of the Credit Agreement requiring the Borrower
to prepay the Loans in an amount equal to fifty (50%)
2
of the Net Cash Proceeds
received by the Borrower in connection with the 2005 Equity
Offering; provided , that the Net Cash Proceeds of such
issuance are used (i) to repurchase or redeem the Senior
Subordinated Notes and the Senior Unsecured Notes, and
(ii) for working capital needs and for other general corporate
purposes of the Borrower and its Subsidiaries.
4.
Conditions to Effectiveness of Amendment . This Amendment
shall not become effective until each of the following conditions
precedent have been satisfied in full:
(a)
Administrative Agent shall have
received a duly
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