Maintain Fixed Charge Coverage Ratio. On a Consolidated basis, maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio of not less than 2.0 to 1.0, provided that for each of the testing periods ending June 30, 2020, September 30, 2020 and December 31, 2020, the Fixed Charge Coverage Ratio (and each of the components thereof) shall be calculated based on the GAAP accounting methodology used during the fiscal year ending December 31, 2019, without application of the CECL Methodology (whether or not the Company has adopted the CECL Methodology prior to the Relevant Testing Dates).” 3. This Sixth Amendment shall become effective (the “Sixth Amendment Effective Date”) according to the terms and as of the date hereof, upon satisfaction of the following conditions: (a) receipt by the Agent of .pdf copies of counterpart originals of: (i) this Sixth Amendment, duly executed and delivered by the Company and the Banks; and (b) Company shall have paid to Agent and the applicable Banks all interest, fees and other amounts, if any, due and owing to the Agent and such Banks as of the Sixth Amendment Effective Date. 4. Company hereby certifies that (a) all necessary actions have been taken by the Company to authorize execution and delivery of this Sixth Amendment and (b) after giving effect to this Sixth Amendment, no Default or Event of Default has occurred and is continuing on the Effective Date. 5. The Company ratifies and confirms, as of the date hereof and after giving effect to the amendments contained herein, each of the representations and warranties set forth in Sections 6.1 through 6.19, inclusive, of the Credit Agreement and acknowledges that such representations and warranties are and shall remain continuing representations and warranties during the entire life of the Credit Agreement, except to the extent such representations and warranties speak only as of a specific date. 6. Except as specifically set forth above, this Sixth Amendment shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents, or to constitute a waiver by the Banks or Agent of any right or remedy under or a consent to any transaction not meeting the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents. 7. Unless otherwise defined to the contrary herein, all capitalized terms used in this Sixth Amendment shall have the meaning set forth in the Credit Agreement. 8. This Sixth Amendment may be executed in counterparts in accordance with Section 13.10 of the Credit Agreement. 9. This Sixth Amendment shall be construed in accordance with and governed by the laws of the State of Michigan.
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Maintain Fixed Charge Coverage Ratio. On a Consolidated basis, maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio of not less than 2.0 1.75 to 1.0."
6. Schedule 1.1 to the Credit Agreement is hereby amended and restated by deleting such Schedule and inserting the replacement Schedule 1.1 attached hereto as Attachment 1 in its place.
7. Exhibit D to the Credit Agreement is hereby amended and restated by deleting such Exhibit and inserting the replacement Exhibit D attached hereto as Attachment 2 in its place.
8. Exhibit O to the Credit Agreement is hereby amended and restated by deleting such Exhibit and inserting the replacement Exhibit O attached hereto as Attachment 3 in its place.
9. On the date on which the conditions set forth in Section 10 of this Third Amendment shall have been satisfied (the "Third Amendment Effective Date"), provided that for each Bank shall have (i) a Percentage equal to the applicable percentage set forth in Attachment 2 hereto, (ii) its own Advances of the testing periods ending June 30, 2020, September 30, 2020 and December 31, 2020, the Fixed Charge Coverage Ratio Revolving Credit (and participation in Letters of Credit) in its Percentage of all such Advances (and Letters of Credit) outstanding on the Third Amendment Effective Date and (iii) the Terminating Bank (defined below) shall no longer be considered a Bank under the Credit Agreement. To facilitate the foregoing, each Bank which as a result of the components thereof) shall be calculated based adjustments of Percentages shown on the GAAP accounting methodology used during the fiscal year ending December 31, 2019, without application Attachment 2 is to have a greater principal amount of Advances of the CECL Methodology (whether or not Revolving Credit outstanding than such Bank had outstanding under the Company has adopted the CECL Methodology Credit Agreement immediately prior to the Relevant Testing DatesThird Amendment Effective Date shall deliver to the Agent immediately available funds to cover such Advances of Revolving Credit (and the Agent shall, to the extent of the funds so received, disburse funds to each Bank which, as a result of the aforesaid adjustment of the Percentages, is to have a lesser principal amount of Advances of the Revolving Credit outstanding than such Bank had under the Credit Agreement immediately prior to the Third Amendment Effective Date). Each Bank which was a party to the Credit Agreement prior the Third Amendment Effective Date, upon receipt of its New Note(s) (which Notes are to be in exchange for and not in payment of the predecessor Revolving Credit Notes) issued by the Company to such Bank, shall return its predecessor Notes including, if applicable, its Swing Line Note, to the Agent which shall stamp such Notes "Exchanged" and deliver said Notes to the Company. The Banks agree that all interest and fees accrued under the Credit Agreement prior to the Third Amendment Effective Date shall constitute the property of the Banks which were parties to the Credit Agreement prior to the Third Amendment Effective Date and shall be distributed (to the extent distributed by Agent received from the Company) to such Banks on the basis of the Percentages in effect prior to the Third Amendment Effective Date. Furthermore, it is acknowledged and agreed that all fees paid prior to the Third Amendment Effective Date shall not be recalculated, redistributed or reallocated by Agent among the Banks.”
310. This Sixth Third Amendment shall become effective (the “Sixth Amendment Effective Date”) effective, according to the terms and as of the date hereof, upon satisfaction by the Company of the following conditions:
(a) receipt by the Agent of .pdf copies of shall have received counterpart originals of:
of (i) this Sixth Third Amendment, duly executed and delivered by the Company and the requisite Banks; and.
(b) Agent shall have received a release letter executed by Company and LaSalle Bank National Association (the "Terminating Bank") in form and substance satisfactory to Agent, and shall have complied with the conditions set forth therein such that the Terminating Bank shall no longer be a Bank under the Credit Agreement.
(c) The Company, to the extent applicable, shall have reduced the aggregate face amount of the Letters of Credit and principal amount of the Advances issued or outstanding under the Credit Agreement to an amount not in excess of the reduced Revolving Credit Maximum Amount provided for under this Third Amendment and shall have paid to Agent and the applicable Banks all interestAgent, fees and other amounts, if any, due and owing for distribution to the Agent Bank's based on their Percentages in effect prior to the Third Amendment Effective Date, (i) all interest on the outstanding Advances and such Banks as of (ii) the Sixth Revolving Credit Facility Fee, in each case accrued to the Third Amendment Effective Date.
4. (d) Agent shall have received for distribution to the Banks, based on their respective new Percentages set forth in this Third Amendment, an upfront fee equal to $281,250.
(e) Agent shall have received executed replacement Revolving Credit Notes for each Bank reflecting the new Percentages set forth on Attachment 2 hereto and the reduction of the Revolving Credit Maximum Amount pursuant to this Third Amendment.
(f) Agent shall received an executed replacement Swing Line Note in the amount of $10,000,000.
(g) Agent shall have received from a responsible senior officer of the Company hereby certifies a certification (i) that (a) all necessary actions have been taken by the Company to authorize execution and delivery of this Sixth Amendment Third Amendment, supported by such resolutions or other evidence of corporate authority or action as reasonably required by Agent and the Majority Banks and that no consents or other authorizations of any third parties are required in connection therewith; and (bii) that, after giving effect to this Sixth Third Amendment, no Default or Event of Default has occurred and is continuing on the Effective Dateproposed effective date of the Third Amendment.
511. The Company ratifies and confirms, as of the date hereof and after giving effect to the amendments contained herein, each of the representations and warranties set forth in Sections 6.1 through 6.196.18, inclusive, of the Credit Agreement and acknowledges that such representations and warranties are and shall remain continuing representations and warranties during the entire life of the Credit Agreement, except to the extent such representations and warranties speak only as of a specific date.
612. Except as specifically set forth above, this Sixth Third Amendment shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents, or to constitute a waiver by the Banks or Agent of any right or remedy under or a consent to any transaction not meeting the terms and conditions of the Credit Agreement, any of the Notes issued thereunder or any of the other Loan Documents.
713. Unless otherwise defined to the contrary herein, all capitalized terms used in this Sixth Third Amendment shall have the meaning set forth in the Credit Agreement.
814. This Sixth Third Amendment may be executed in counterparts counterpart in accordance with Section 13.10 of the Credit Agreement.
915. This Sixth Third Amendment shall be construed in accordance with and governed by the laws of the State of Michigan.. [SIGNATURES FOLLOW ON SUCCEEDING PAGES]
(1) PRICING MATRIX APPLICABLE THE APPLICABLE MARGIN FOR FEE PERCENTAGE FOR ---------------------------------- ---------------------- ADVANCES OF THE REVOLVING CREDIT CARRIED REVOLVING NOTWITHSTANDING ADVANCES AT AT THE CREDIT THE COMPANY'S THE PRIME-BASED EURODOLLAR-BASED FACILITY LETTER OF RATING LEVEL: RATE SHALL BE RATE SHALL BE FEE CREDIT FEE --------------- --------------- ---------------- --------- ---------- minus 1.65% 1.25% .3750% 1.375% (inclusive of facing fee) ---------- (1) All terms as defined in the Agreement. ATTACHMENT 2 REPLACEMENT EXHIBIT D (PERCENTAGES) REVOLVING BANK CREDIT COMMITMENT PERCENTAGE ---- ----------------- ---------- Comerica Bank $21,000,000 28% National City Bank of the Midwest $13,500,000 18% Fifth Third Bank (Eastern Michigan) $13,500,000 18% BMO Capital Markets Financing, Inc. $13,500,000 18% Bank of America, N.A. $13,500,000 18% ----------- --- Total $75,000,000 100% =========== ===
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