Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this Amendment), effective as of the 21st day of October, 2009 (the Amendment Effective Date), is entered into by and among DYNAMIC MATERIALS CORPORATION, a Delaware corporation (the US Borrower), DYNAMIC MATERIALS LUXEMBOURG 2 S.À R.L., a private limited liability company (société à responsabilité limitée), incorporated and existing under the laws of the Grand-Duchy of Luxembourg, with registered office at 41, boulevard Prince Henri, L-1724 Luxembourg, Grand-Duchy of Luxembourg, registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés Luxembourg) under number B 134.213 and a Subsidiary of the US Borrower (together with the US Borrower, the Borrowers), the Guarantors party hereto (the Guarantors), the Lenders party hereto (the Lenders), JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Revolving Credit Lenders and the Term Lenders (the Administrative Agent), and J.P. MORGAN EUROPE LIMITED, as Administrative Agent for the Euro Revolving Credit Lenders and the Euro Term Lenders (the Euro Administrative Agent).
RECITALS
WHEREAS, the Borrowers, the Guarantors, the Lenders, the Administrative Agent, the Euro Administrative Agent and JPMorgan Securities, Inc. entered into that certain Credit Agreement dated November 16, 2007 (as amended by the First Amendment to credit Agreement, effective as of December 31, 2008, the Second Amendment to Credit Agreement, effective as of April 1, 2009, the Third Amendment to Credit Agreement and Waiver, effective as of September 15, 2009 and as otherwise amended or restated from time to time, the Credit Agreement); and
WHEREAS, the Borrower have requested the Lenders, the Administrative Agent and the Euro Administrative Agent to amend certain provisions of the Credit Agreement; and
WHEREAS, the Administrative Agent, the Euro Administrative Agent and the Lenders are willing to so amend the Credit Agreement subject to the terms and conditions set forth herein, provided that the Borrowers and the Guarantors ratify and confirm all of their respective obligations under the Credit Agreement and the Loan Documents.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrowers, the Guarantors, the Lenders, the Administrative Agent and the Euro Administrative Agent agree as follows:
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Leverage Ratio |
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Eurocurrency/ |
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ABR Margin |
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X > 2.00 |
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3.50 |
% |
2.00 |
% |
2.00 >X > 1.50 |
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3.25 |
% |
1.75 |
% |
1.50 >X > 1.00 |
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3.00 |
% |
1.50 |
% |
1.00 >X |
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2.75 |
% |
1.50 |
% |
Each change in the Applicable Margin shall take effect on each date on which such financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, commencing with the date on which such financials statements are required to be delivered for the trailing four-quarter period ending September 30, 2009. In the event that any financial statement delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, is shown to be inaccurate when delivered (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an Applicable Period) than the Applicable Margin applied for such Applicable Period, and only in such case, then the US Borrower shall immediately (i) deliver to the Administrative Agent corrected financial statements for such Applicable Period, (ii) determine the Applicable Margin for such Applicable Period based upon the corrected financial statements, and (iii) immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.18. This provision is in addition to rights of the Administrative Agents and Lenders with respect to Section 2.13(f) and their other respective rights under this Agreement.
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Leverage Ratio |
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Commitment Fee Rate |
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X>2.00 |
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0.500 |
% |
2.00>X>1.50 |
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0.450 |
% |
1.50>X>1.00 |
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0.400 |
% |
1.00>X |
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0.350 |
% |
Each change in the Commitment Fee Rate shall take effect on each date on which such financial statements are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable, commencing with the date on which such financials statements are required to be delivered for the four-quarter period ending September 30, 2009. In the event any financial statement delivered pursuant to Section 5.01(a) or Section 5.01(b), , as applicable, is shown to be inaccurate when delivered (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to a higher Commitment Fee Percentage for any period (as Applicable Commitment Fee Period) than the Commitment Fee Percentage applied for such Applicable Commitment Fee Period, and only in such case, then the US Borrower shall immediately (i) deliver to the Administrative Agent corrected financial statements for such Applicable Commitment Fee Period, (ii) determine the Commitment Fee Percentage for such Applicable Commitment Fee Period based on the corrected financial statements, and (iii) immediately pay to the Administrative Agent the additional accrued commitment fees owing as a result of such increased Commitment Fee Rate for such Applicable Commitment Fee Period, which payment shall be promptly applied in accordance with Section 2.11. This provision is in addition to the rights of the Administrative Agents and Lenders with respect to Section 2.12(f) and their other respective rights under this Agreement.
Section 6.15 Fixed Charge Coverage Ratio The US Borrower shall not permit the Fixed Charge Coverage Ratio (i) from January 1, 2008 through September 30, 2008, measured quarterly as of the last day of each fiscal quarter, to be less than 1.35 to 1.0, (ii) from October 1, 2008 through September 30, 2009, for any trailing four quarter period measured as of the last day of each fiscal quarter, to be less than 1.50 to 1.0, (iii) from October 1, 2009 through December 31, 2009, for the trailing four quarter period measured as of December 31, 2009, to be less than 1.10 to 1.0, (iv) from January 1, 2010 through June 30, 2010, for any
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trailing four quarter period measured as of the last day of each fiscal quarter, to be less than 0.80 to 1.0, (v) from July 1, 2010 through December 31, 2010, for any trailing four quarter period measured as of the last day of each fiscal quarter, to be less than 1.0 to 1.0, (vi) from January 1, 2011 through March 31, 2011, for the trailing four quarter period measured March 31, 2011 to be less than 1.15 to 1.0 and (vii) thereafter, for any trailing four quarter period measured as of the last day of each fiscal quarter, to be less than 1.25 to 1.0.
Section 6.16 Leverage Ratio The Borrowers shall not permit the Leverage Ratio for any trailing four-quarter period measured as of the last day of each fiscal quarter to exceed (i) 2.0 to 1.0 for the period from the Effective Date through December 31, 2009, (ii) 2.25 to 1.0 for the period from January 1, 2010 through June 30, 2010, (iii) 2.0 to 1.0 for the period from July 1, 2010 though September 30, 2010, (iv) 1.50 to 1.0 for the period from October 1, 2010 though September 30, 2011 and (v) 1.0 to 1.0 thereafter.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.
US BORROWER: |
DYNAMIC MATERIALS CORPORATION, |
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a Delaware corporation |
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By: |
/s/ Richard A. Santa |
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Richard A. Santa |
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Chief Financial Officer |
Signature Page to Fourth Amendment to Credit Agreement
EURO BORROWER: |
DYNAMIC MATERIALS LUXEMBOURG 2 |
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S.À R.L. |
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By: |
/s/ Richard A. Santa |
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Richard A. Santa |
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Class B Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
DYNAENERGETICS HOLDING GMBH |
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By: |
/s/ Patrick Xylander |
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Name: |
Patrick Xylander |
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Title: |
Managing Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
DYNAMIC MATERIALS LUXEMBOURG 1 |
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S.À R.L. |
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By: |
/s/ Richard A. Santa |
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Richard A. Santa |
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Class B Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
NITRO METALL AB |
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By: |
/s/ Richard A. Santa |
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Richard A. Santa |
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Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
NOBELCLAD EUROPE S.A. |
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By: |
/s/ Yvon P. Cariou |
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Yvon P. Cariou |
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Président Directeur Général |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
DMC DYNAPLAT GMBH & CO. KG |
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By: |
DMC DYNAPLAT HOLDINGS GMBH, |
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as general partner |
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By: |
/s/ Patrick Xylander |
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Name: |
Patrick Xylander |
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Title: |
Managing Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
DMC DYNAPLAT HOLDINGS GMBH |
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By: |
/s/ Patrick Xylander |
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Name: |
Patrick Xylander |
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Title: |
Managing Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
DYNAENERGETICS BETEILIGUNGS GMBH |
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By: |
/s/ Patrick Xylander |
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Name: |
Patrick Xylander |
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Title: |
Managing Director |
Signature Page to Fourth Amendment to Credit Agreement
EURO GUARANTOR: |
DYNAENERGETICS GMBH & CO. KG |
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By: |
DYNAENERGETICS BETEILIGUNGS GMBH, |
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as general partner |
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By: |
/s/ Patrick Xylander |
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Name: |
Patrick Xylander |
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Title: |
Managing Director |
Signature Page to Fourth Amendment to Credit Agreement
US GUARANTOR: |
DYNAENERGETICS US, INC. |
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By: |
/s/ Richard A. Santa |
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Richard A. Santa |
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Secretary |
Signature Page to Fourth Amendment to Credit Agreement
ADMINISTRATIVE AGENT |
JPMORGAN CHASE BANK, N.A. |
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AND LENDER: |
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By: |
/s/ Brennon Crist |
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Name: |
Brennon Crist |
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Title: |
Vice President |
Signature Page to Fourth Amendment to Credit Agreement
EURO ADMINISTRATIVE AGENT |
J.P. MORGAN EUROPE LIMITED |
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AND LENDER: |
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By: |
/s/ Paul Hogan |
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Name: |
Paul Hogan |
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Title: |
Vice President |
Signature Page to Fourth Amendment to Credit Agreement
LENDER: |
BANK OF AMERICA, N.A. |
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By: |
/s/ David R. Barney |
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Name: |
David R. Barney |
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Title: |
Senior Vice President |
Signature Page to Fourth Amendment to Credit Agreement
LENDER: |
BANK OF THE WEST |
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By: |
/s/ Robert Haynes |
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Name: |
Robert Haynes |
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Title: |
Vice President Sr. Relationship Manager |
Signature Page to Fourth Amendment to Credit Agreement
LENDER: |
KEYBANK NATIONAL ASSOCIATION |
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By: |
/s/ Michelle K. Bushey |
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Name: |
Michelle K. Bushey |
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Title: |
Senior Vice President |
Signature Page to Fourth Amendment to Credit Agreement
LENDER: |
U.S. BANK, N.A. |
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By: |
/s/ Greg Blanchard |
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Name: |
Greg Blanchard |
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Title: |
Vice President |
Signature Page to Fourth Amendment to Credit Agreement
LENDER: |
VECTRA BANK COLORADO, NATIONAL ASSOCIATION |
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By: |
/s/ Malcolm R. Evans |
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Name: |
Malcolm R. Evans |
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Title: |
President |
Signature Page to Fourth Amendment to Credit Agreement
LENDER: |
WELLS FARGO BANK, NATIONAL ASSOCIATION |
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By: |
/s/ Kenneth D. Brown |
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Name: |
Kenneth D. Brown |
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Title: |
Vice President |
Signature Page to Fourth Amendment to Credit Agreement