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Exhibit 10(h)(1)
AMENDMENT NO. 1 TO REIMBURSEMENT AGREEMENT
This Amendment No. 1 to Reimbursement Agreement, dated the 29th day of
March, 2001 (this "Amendment"), amends the Reimbursement Agreement, dated as of
the 1st day of April, 1998 (the "Original Reimbursement Agreement" and
collectively with this Amendment, the "Reimbursement Agreement"), by and between
Core Materials Corporation, a Delaware corporation (the "Borrower"), and KeyBank
National Association (the "Bank"). Capitalized terms used herein but not
otherwise defined shall be used as defined in the Original Reimbursement
Agreement.
W I T N E S S E T H:
WHEREAS, the Bank and the Borrower have agreed to revise and amend
certain provisions of the Original Reimbursement Agreement.
NOW, THEREFORE, in consideration of the mutual agreements made herein
and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 1.1 of the Original Reimbursement Agreement is hereby
amended by the deletion of the definitions of "EBITDA", "Maximum Senior Funded
Debt to EBITDA Ratio", "Minimum Debt Service Coverage Ratio", "Minimum Fixed
Charge Coverage Ratio", and "Unfunded Capital Expenditures" in their entirety
and the addition of new definitions of "EBITDAL", "Long-Term Debt", "Maintenance
Capital Expenditures", "Minimum Debt Service Coverage Ratio", "Minimum Fixed
Charge Coverage Ratio", "PPLTD", "Senior Debt" and "Senior Funded Obligation to
EBITDAL" to read as follows:
"EBITDAL" means:
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Net Income + Interest Expense +
Tax Charges + Depreciation/Amortization
+/- Extraordinary Losses/Gains -
Interest Income + Rent/Lease Expenses
"LONG-TERM DEBT" means any debt of Borrower for borrowed
money, including without limitation the Loans, Bonds, Capital
Leases, notes payable and drafts accepted representing
extensions of credit, all obligations evidenced by bonds,
debentures, notes or other similar instruments and all
obligations upon which interest charges are customarily paid,
having a scheduled maturity date beyond the expiration of
Borrower's then current fiscal year, excluding Subordinated
Debt.
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"MAINTENANCE CAPITAL EXPENDITURES" mean amounts expended by
Borrower for the maintenance, repair or replacement of
equipment, machinery, fixed assets, real property or
improvements, which shall be defined as $1,000,000.
"MINIMUM DEBT SERVICE COVERAGE RATIO" means:
EBITDAL
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Interest Expense* + PPLTD + Rent/Lease Expenses
(*"Interest Expense" excludes any accrued but not paid
Subordinated Debt interest.)
"MINIMUM FIXED CHARGE COVERAGE RATIO" means:
EBITDAL
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Interest Expense* +
PPLTD + Rent/Lease Expenses +
Maintenance Capital Expenditures
(*"Interest Expense" excludes any accrued but not paid
Subordinated Debt interest.)
"PPLTD" means actual principal payments on Subordinated Debt
and Long-Term Debt and any other permitted debt, excluding
payments on the line of credit.
"SENIOR FUNDED OBLIGATION" means any current portion long term
debt (as defined by GAAP), Long-Term Debt of Borrower plus
discounted present value of the future lease payment stream
(using a 7.50% per annum rate), but excluding Subordinated
Debt.
"SENIOR FUNDED OBLIGATION TO EBITDAL" means:
Senior Funded Obligations
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EBITDAL
2. Section 6.10 of the Original Reimbursement Agreement is hereby
deleted in its entirety and a new Section 6.10 is substituted in lieu thereof to
read as follows:
"SECTION 6.10 FINANCIAL COVENANTS.
(a) MINIMUM FIXED CHARGE COVERAGE RATIO. The Borrower shall
not permit the Minimum Fixed Charge Coverage Ratio (i) to be
less than 0.75:1.0 as determined at the end of each fiscal
quarter, commencing the fiscal quarter ending March 31, 2001
and continuing through the fiscal quarter ending September 30,
2001; (ii) to be less than 1.0:1.0 as determined at the end of
the fiscal quarter ending December 31, 2001; and (iii) to be
less than 1.15:1.0 as determined at the
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end of the fiscal quarter ending March 31, 2002 and
thereafter. The Minimum Fixed Charge Coverage Ratio shall be
tested quarterly on a rolling four quarters basis.
(b) MINIMUM DEBT SERVICE COVERAGE RATIO. The Borrower shall
not permit the Minimum Debt Service Coverage Ratio (i) to be
less than 0.85:1.0 as determined at the end of each fiscal
quarter, commencing the fiscal quarter ending March 31, 2001
and continuing through the fiscal quarter ending September 30,
2001; (ii) to be less than 1.15:1.0 as determined at the end
of the fiscal quarter ending December 31, 2001; and (iii) to
be less than 1.25:1.0 as determined at the end of the fiscal
quarter ending March 31, 2002 and thereafter. The Minimum Debt
Service Coverage Ratio shall be tested quarterly on a rolling
four quarters basis.
(c) SENIOR FUNDED OBLIGATIONS TO EBITDAL. The Borrower's
Senior Funded Obligations to EBITDAL shall (i) not exceed
5.25:1.0 as determined at the end of the fiscal quarter ending
March 31, 2001; (ii) not exceed 5.0:1.0 as determined at the
end of the fiscal quarter ending June 30, 2001; (iii) not
exceed 5.0:1.0 as determined at the end of the fiscal quarter
ending September 30, 2001; (iv) not exceed 4.0:1.0 as
determined at the end of the fiscal quarter ending December
31, 2001; and (v) not exceed 3.75:1.0 as determined at the end
of the fiscal quarter ending March 31, 2002. The Senior Funded
Obligations to EBITDAL ratio shall be tested on a rolling four
quarters basis."
3. The Original Reimbursement Agreement shall remain in full force and
effect without change, except as noted in Sections 1 and 2 of this Amendment.
4. This Amendment No. 1 to the Reimbursement Agreement shall become
effective on the 29th day of March, 2001.
IN WITNESS WHEREOF, the Borrower and the Bank have executed this
Amendment by their duly authorized representatives.
CORE MATERIALS CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Vice President, Treasurer and CFO
KEYBANK NATIONAL ASSOCIATION,
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Senior Vice President
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