EX-10.24 4 a2034075zex-10_24.txt EXHIBIT 10.24 Exhibit 10.24 CONFORMED COPY THIRD AMENDMENT AND CONSENT, dated as of January 11, 2001 (this "AMENDMENT"), to the Credit Agreement, dated as of April 29, 1998 (as amended by the First Amendment to the Credit Agreement, dated as of October 22, 1999 and the Second Amendment to the Credit Agreement, dated as of October 20, 2000, the "CREDIT AGREEMENT"), among GROVE WORLDWIDE LLC, a Delaware limited liability company (the "COMPANY"), GROVE CAPITAL, INC., a Delaware corporation and a Wholly Owned Subsidiary of the Company ("GROVE CAPITAL"; the Company and Grove Capital, individually, a "BORROWER" and collectively, the "BORROWERS"), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, the "LENDERS"; individually, a "LENDER") and THE CHASE MANHATTAN BANK, as Administrative Agent (as hereinafter defined) for the Lenders hereunder. W I T N E S S E T H: - - - - - - - - - -- WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers; and WHEREAS, the Borrowers have requested that the Lenders enter into this Amendment in order to (a) permit HSBC International Trade Finance Limited ("HSBC"), upon the effectiveness of Amendment No. 6 to the Amended and Restated Facility Letter (as defined in the Intercreditor Agreement), made as of December 28, 2000, by and between Grove U.S. L.L.C. and HSBC, pursuant to which HSBC has agreed to extend its Dealer Receivables Financing until December 21, 2001 (the "HSBC DEALER RECEIVABLES FINANCING EXTENSION"), to recover its ultimate losses under dealer notes purchased by it after January 1, 2001 ratably with the Obligations of the Lenders under the Credit Agreement from the collateral supporting the Credit Agreement subject to the terms and conditions of the Intercreditor Agreement, and (b) amend the Credit Agreement in certain respects in connection with the HSBC Dealer Receivables Financing Extension, in each case in the manner provided for in this Amendment. NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto hereby agree as follows: 1. DEFINED TERMS. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement and the following term shall have the following meaning: "COMMON COLLATERAL": the "Collateral" as defined in the Intercreditor Agreement. 2. AMENDMENTS TO SECTION 1 OF THE CREDIT AGREEMENT. Subsection 1.1 of the Credit Agreement is hereby amended as follows (a) by adding the following definitions in their proper alphabetical order: 2 "HSBC GUARANTEE AND COLLATERAL AGREEMENT": the Supplemental Guarantee and Collateral Agreement, dated as of January __, 2001, made by the Loan Parties in favor of HSBC International Trade Finance Limited, as the same may be amended, supplemented or otherwise modified from time to time. For purposes of this Agreement, the HSBC Guarantee and Collateral Agreement shall not be included in the definition of Security Documents. "INTERCREDITOR AGREEMENT": the Intercreditor Agreement, dated as of January 11, 2001, among The Chase Manhattan Bank, as Administrative Agent and HSBC International Trade Finance Limited, as the same may be amended, supplemented or otherwise modified from time to time. "THIRD AMENDMENT": the Third Amendment and Consent, dated as of January 10, 2001, to the Credit Agreement. "THIRD AMENDMENT EFFECTIVE DATE": the date on which all of the conditions to the effectiveness of the Third Amendment shall have been satisfied. and (b) by (1) adding immediately after the words "Administrative Agent" in paragraph (f) of the definition of "Deutsche Grove Eligible Accounts" the following: , any Lien granted or permitted pursuant to the terms of the Intercreditor Agreement or the HSBC Guarantee and Collateral Agreement (2) adding immediately after the words "Administrative Agent" in paragraph (f) of the definition of "Domestic Eligible Accounts" the following: and any Lien granted or permitted pursuant to the terms of the Intercreditor Agreement or the HSBC Guarantee and Collateral Agreement and (3) adding immediately after the words "first priority perfected Lien" in the first paragraph of the definition of "Eligible Inventory" the following: (except as provided by the Intercreditor Agreement) 3. AMENDMENTS TO SECTION 4 OF THE CREDIT AGREEMENT. Subsection 4.19 of the Credit Agreement is hereby amended by (1) adding immediately after the word "except" in the parenthetical clause at the end of paragraph (a) thereof the number "(i)", (2) adding immediately after the reference to "Section 7.3" in the parenthetical clause at the end of paragraph (a) thereof the following: and (ii) Liens granted or permitted pursuant to the terms of the Intercreditor Agreement or the HSBC Guarantee and Collateral Agreement and (3) adding immediately prior to the periods at the end of each of paragraphs (b) and (c) thereof the following: 3 (except for Liens granted or permitted pursuant to the terms of the Intercreditor Agreement or the HSBC Guarantee and Collateral Agreement) 4. AMENDMENTS TO SECTION 6 OF THE CREDIT AGREEMENT. Section 6.10 of the Credit Agreement is hereby amended by (1) adding immediately after the words "first priority Mortgage" in paragraph (b) thereof the following: (except as provided by the Intercreditor Agreement) and (2) adding immediately after each reference to "first priority security interest" in paragraph (c) thereof the following: (except as provided by the Intercreditor Agreement) 5. AMENDMENTS TO SECTION 7 OF THE CREDIT AGREEMENT. (a) Subsection 7.1 of the Credit Agreement is hereby amended by deleting the reference to "$20,000,000" from the proviso at the end of paragraph (d) thereof and substituting in lieu thereof the amount "$16,500,000". (b) Subsection 7.3 of the Credit Agreement is hereby amended (1) by deleting the word "and" at the end of paragraph (t) thereof and (2) by adding immediately prior to the period at the end of paragraph (u) thereof, the following language: ; and (v) Liens granted or permitted pursuant to the terms of the Intercreditor Agreement or the HSBC Guarantee and Collateral Agreement 6. AMENDMENTS TO THE BORROWING BASE CERTIFICATE. Exhibit M (the Borrowing Base Certificate) to the Credit Agreement is hereby amended by adding immediately after each reference to "No first priority security interest" therein the following: (except as provided by the Intercreditor Agreement) 7. AMENDMENT TO THE GUARANTEE AND COLLATERAL AGREEMENT. The Borrowers, the Lenders and the other Loan Parties (through their execution and delivery of the Consent to this Amendment) hereby agree that subsection 4.7 of the Guarantee and Collateral Agreement is amended by adding immediately prior to the period at the end of paragraph (d) thereof the following: and Liens granted or permitted pursuant to the terms of the Intercreditor Agreement or the HSBC Guarantee and Collateral Agreement 8. CONSENTS. (a) Subject to the terms hereof, the Lenders hereby consent to the execution and delivery of the Intercreditor Agreement by each party thereto, authorize the Administrative Agent to execute it on their behalf and to perform the actions described therein and consent to the execution and filing of documents and instruments related to the Lien in favor of HSBC pursuant thereto. 4 (b) The Borrowers, the Administrative Agent and the Lenders acknowledge and agree that (i) notwithstanding anything to the contrary contained in any Loan Document, the application of money, property or securities realized upon the sale, disposition or other realization by the Administrative Agent on all or any part of the Common Collateral and the exercise of all rights and remedies thereunder are subject to the provisions of the Intercreditor Agreement, together with the other matters covered thereby and (ii) the representations, warranties and covenants made by the Loan Parties in the Loan Documents are deemed modified to the extent necessary to conform such representations, warranties and covenants with the requirements of the Intercreditor Agreement. 9. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on the Third Amendment Effective Date upon satisfaction of each of the following conditions: (a) the Administrative Agent shall have received: (i) counterparts of this Amendment duly executed and delivered by the Borrowers and the Required Lenders together with a Consent to this Amendment duly executed and delivered by the Loan Parties; (ii) counterparts of the Intercreditor Agreement in substantially the form attached hereto as Exhibit A duly executed and delivered by each party thereto; and (b) HSBC shall have executed and delivered the HSBC Dealer Receivables Financing Extension on a basis that maintains the aggregate financing available under the HSBC Dealer Receivables Financing at $60,000,000 or more up to and including June 30, 2001 and at $50,000,000 or more from June 30, 2001 up to and including December 31, 2001 and on terms not more restrictive that those currently applicable thereto. The Administrative Agent shall give prompt notice to the Borrowers, HSBC and the Lenders of the satisfaction of the conditions set forth in paragraphs (a) and (b) above. 10. REPRESENTATION AND WARRANTIES. To induce the Agents and the Lenders parties hereto to enter into this Amendment, each Borrower hereby represents and warrants to the Agents and all of the Lenders as of the Third Amendment Effective Date that the representations and warranties made by the Borrowers in the Loan Documents are true and correct in all material respects before and after giving effect to the effectiveness of this Amendment, as if made on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties relate to a specific earlier date, in which case the Borrower confirms, reaffirms and restates such representations and warranties as of such specific date. 11. GENERAL. (a) PAYMENT OF EXPENSES. The Borrowers jointly and severally agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith (including, without limitation, the Intercreditor Agreement) and the transactions contemplated hereby, including, without limitation, the 5 reasonable fees and disbursements of (x) counsel to the Administrative Agent and (y) counsel to the Lenders. (b) NO OTHER AMENDMENTS; CONFIRMATION. Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and the Notes are and shall remain in full force and effect. (c) GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (d) COUNTERPARTS. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with each Borrower and the Administrative Agent. (e) SUCCESSORS. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns (including Transferees of its commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its Revolving Credit Commitment and Loans. [This page has been intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. GROVE WORLDWIDE LLC By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Senior Vice President and Chief Financial Officer GROVE CAPITAL, INC. By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Senior Vice President and Chief Financial Officer THE CHASE MANHATTAN BANK, as Administrative Agent, Swing Line Lender, Issuing Lender and a Lender By: /s/ B. B Wuthrich ---------------------------------------- Name: B. B. Wuthrich Title: Vice President ARCHIMEDES FUNDING, L.L.C. By: /s/ David H. Scheiber ---------------------------------------- Name: David H. Scheiber Title: Vice President BALANCED HIGH-YIELD FUND I LTD. BY: BHF (USA) CAPITAL CORPORATION, acting as Attorney-in-Fact By: ---------------------------------------- Name: Title: BHF (USA) CAPITAL CORPORATION By: ---------------------------------------- Name: Title: CERES FINANCE, LTD. By: ---------------------------------------- Name: Title: COMERICA BANK By: ---------------------------------------- Name: Title: CONTINENTAL ASSURANCE COMPANY SEPARATE ACCOUNT (E) By: TCW Asset Management Company, as Attorney-in-Fact By: /s/ Mark L. Gold ---------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Johnathan Insull ---------------------------------------- Name: Johnathan Insull Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH By: ---------------------------------------- Name: Title: CYPRESSTREE INVESTMENT FUND, LLC BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., its Managing Member By: ---------------------------------------- Name: Title: CYPRESSTREE INVESTMENT PARTNERS II BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC., its Managing Member By: ---------------------------------------- Name: Title: ELC (CAYMAN) LTD. By: /s/ E.A. Kratzman ---------------------------------------- Name: E.A. Kratzman, III Title: Managing Director FLEET NATIONAL BANK, Formerly known as BankBoston, N.A. By: ---------------------------------------- Name: Title: FLEET BUSINESS CREDIT CORPORATION By: ---------------------------------------- Name: Title: FREMONT INVESTMENT & LOAN By: /s/ Steven C. Bierman ---------------------------------------- Name: Steven C. Bierman Title: Senior Vice President and General Manager, Syndicated Loan Group GENERAL ELECTRIC CAPITAL CORPORATION By: ---------------------------------------- Name: Title: HIGHLAND CRUSADER OFFSHORE PARTNERS L.P. By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager KZH CRESCENT LLC By: /s/ Kimberly Rowe ---------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH CRESCENT 2 LLC By: /s/ Kimberly Rowe ---------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH CRESCENT 3 LLC By: /s/ Kimberly Rowe ---------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH CYPRESS TREE-1 LLC By: /s/ Kimberly Rowe ---------------------------------------- Name: Kimberly Rowe Title: Authorized Agent KZH PAMCO LLC By: /s/ Kimberly Rowe ---------------------------------------- Name: Kimberly Rowe Title: Authorized Agent PAMCO CAYMAN LTD. BY: HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager PAM CAPITAL FUNDING LP BY: HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager KZH RIVERSIDE LLC By: /s/ Kimberly Rowe ---------------------------------------- Name: Kimberly Rowe Title: Authorized Agent LONG DRIVE MANAGEMENT TRUST/TRI-LINKS INVESTMENT TRUST, BY: WILMINGTON TRUST COMPANY, as Owner Trustee By: /s/ David A. Vanaskey, Jr. ---------------------------------------- Name: David A. Vanaskey, Jr. Title: Vice President MASSACHUSETTS MUTUAL LIFE INSURANCE By: /s/ Lisa J. Yoerg ---------------------------------------- Name: Lisa J. Yoerg Title: Managing Director MERRILL LYNCH, PIERCE, FENNER & SMITH, INC By: ---------------------------------------- Name: Title: ML CBO IV (Cayman Ltd) BY: HIGHLAND CAPITAL MANAGEMENT, L.P., as Collateral Manager By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities Gen Par, L.P, its General Partner By: Oak Hill Securities MGP, Inc., its General Partner By: /s/ SCOTT D. KRASE ---------------------------------------- Name: Scott D. Krase Title: Vice President SEQUILS I, LTD By: TCW Advisors, Inc. as its Collateral Manager By: /s/ Mark L. Gold ---------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ Johnathan Insull ---------------------------------------- Name: Johnathan Insull Title: Senior Vice President SOCIETE GENERALE, SOUTHWEST AGENCY By: ---------------------------------------- Name: Title: SOMERS CDO, LIMITED By: /s/ Lisa J. Yoerg ---------------------------------------- Name: Lisa J. Yoerg Title: Managing Director TRUST COMPANY OF THE WEST By: ---------------------------------------- Name: Title: U.S. BANK NATIONAL ASSOCIATION By: ---------------------------------------- Name: Title: WELLS FARGO BANK, N.A. By: ---------------------------------------- Name: Title: Each of the undersigned hereby consents to the foregoing Amendment and hereby confirms, reaffirms and restates that its obligations under or in respect of the Credit Agreement and the documents related thereto to which it is party are and shall remain in full force and effect after giving effect to the foregoing Amendment and agrees and confirms, in the case of National Crane Corporation, that it is a party to the Guarantee and Collateral Agreement as a Grantor thereunder: GROVE HOLDINGS LLC By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Vice President and Chief Financial Officer GROVE WORLDWIDE LLC By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Senior Vice President and Chief Financial Officer GROVE CAPITAL, INC. By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Vice President and Chief Financial Officer GROVE U.S. LLC By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Senior Vice President and Chief Financial Officer CRANE ACQUISITION CORPORATION By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Vice President and Chief Financial Officer CRANE HOLDING INC. By: /s/ Keith R. Simmons ---------------------------------------- Name: Keith R. Simmons Title: Senior Vice President and Secretary GROVE FINANCE LLC By: /s/ Stephen L. Cripe ---------------------------------------- Name: Stephen L. Cripe Title: Vice President and Chief Financial Officer NATIONAL CRANE CORPORATION By: /s/ Keith R. Simmons ---------------------------------------- Name: Keith R. Simmons Title: Senior Vice President and Secretary