FOURTH AMENDMENT TO REVOLVING CREDIT,









Exhibit

10.12




FOURTH AMENDMENT TO REVOLVING CREDIT,




TERM LOAN AND SECURITY AGREEMENT




 




This FOURTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND

SECURITY AGREEMENT (this “Amendment”) is made and entered into this

22nd day of April, 2002 and is to be effective as of February 28, 2002, by and

among AAF-MCQUAY INC., a Delaware

corporation “Borrower”); the various financial institutions listed on the

signature pages hereof and their respective successors and permitted assigns

which become “Lenders”; and PNC BANK,

NATIONAL ASSOCIATION, a national association (“PNC”), as collateral

and administrative agent for Lenders (PNC, together with its successors in such

capacity, the “Agent”).




 




Recitals:




 




Agent, Lenders

and Borrower are parties to a certain Revolving Credit, Term Loan and Security

Agreement dated September 30, 1999 (as at any time amended, the “Credit

Agreement”) pursuant to which Lenders have made certain revolving credit and

term loans to Borrower.




 




The parties

desire to amend the Credit Agreement as hereinafter set forth.




 




NOW,

THEREFORE, for TEN DOLLARS ($10 .00) in hand paid and other good and valuable

consideration, the receipt and sufficiency of which are hereby severally

acknowledged, the parties hereto, intending to be legally bound hereby, agree

as follows:




 




1.             Definitions.  All capitalized terms used in this

Amendment, unless otherwise defined herein, shall have the meaning ascribed to

such terms in the Credit Agreement.




 




2.             Amendments

to Credit Agreement.  The Credit Agreement is hereby amended by deleting the Section

6.7 in its entirety and inserting the following in lieu thereof:




 




6.7  Consolidated

Total Assets. 

Maintain, at all times, Consolidated Total Assets of at least

$560,000,000.




 




3.             Consent

to Prepayment of Indebtedness.  Notwithstanding the provisions of Section

7.17 of the Credit Agreement, the Lenders hereby consent to Borrower prepaying

up to $1.045,000 of the Indebtedness evidenced by the $3,300,000 City of

Plymouth, Minnesota Industrial Development Revenue Bonds (McQuay-Perfex Project)

Series 1979.




 





























 




4.             Ratification

and Reaffirmation.  Borrower hereby ratifies and reaffirms the Obligations, each of

the Loan Documents and all of Borrower’s covenants, duties, indebtedness and

liabilities under the Loan Documents.




 




5.             Acknowledgments

and Stipulations. 

Borrower acknowledges and stipulates that the Credit Agreement and the

other Loan Documents executed by Borrower are legal, valid and binding

obligations of Borrower that are enforceable against Borrower in accordance

with the terms thereof; all of the Obligations are owing and payable without

defense, offset or counterclaim (and to the extent there exists any such

defense, offset or counterclaim on the date hereof, the same is hereby waived

by Borrower); the security interests and liens granted by Borrower in favor of

Lender are duly perfected, first priority security interests and liens; the

unpaid principal amount of the Revolving A Advances on and as of the opening of

business on April 17, 2002, totaled $49,151,216.59; the unpaid principal amount

of the Revolving B Advances on and as of the opening of business on April 17,

2002, totaled $0; and the unpaid principal amount of the Term Loan on and as of

the opening of business on April 17, 2002, totaled $13,725,000.00.




 




6.             Representations

and Warranties. 

Borrower represents and warrants to Agent and Lenders, to induce Agent

and Lenders to enter into this Amendment, that no Default or Event of Default

exists on the date hereof; the execution, delivery and performance of this

Amendment have been duly authorized by all requisite corporate action on the

part of Borrower and this Amendment has been duly executed and delivered by

Borrower; and all of the representations and warranties made by Borrower in the

Credit Agreement are true and correct on and as o f the date hereof.




 




7.             Breach

of Amendment. 

This Amendment shall be part of the Credit Agreement and a breach of any

of any representation, warranty or covenant here in shall constitute an Event

of Default.




 




8.             Expenses

of Agent and Lenders.  Borrower agrees to pay, on

demand, all reasonable costs and expenses incurred by Agent and

Lenders in connection with the preparation, negotiation and execution of this

Amendment and any other Loan Documents executed pursuant hereto and any and all

amendments, modifications, and supplements thereto, including, without

limitation, the costs and fees of Agent’s legal counsel and any taxes or

expenses associated with or incurred in connection with any instrument or

agreement referred to herein or contemplated hereby.




 




9.             Effectiveness;

Governing Law. 

This Amendment shall be effective upon acceptance by Agent and

Lenders  (notice of which acceptance is

hereby waived), whereupon the same shall be governed by and construed in

accordance with the internal laws of the State of New York.




 




10.          Successors

and Assigns. 

This Amendment shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns.




 




11.          No

Novation, etc. 

Except as otherwise expressly provided in this Amendment, nothing herein

shall be deemed to amend or modify any provision of the Credit Agreement or any

of the other Loan Documents, each of which shall remain in full force and

effect.  This Amendment is not intended

to be, nor shall it be construed to create, a novation or accord and

satisfaction, and the Credit Agreement as herein modified shall continue in

full force and effect.




 




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12.          Counterparts;

Telecopied Signatures.  This Amendment may be executed in any number of counterparts and

by different parties to this Amendment on separate counterparts, each of which,

when so executed, shall be deemed an original, but all such counterparts shall

constitute one and the same agreement. 

Any signature delivered by a party by facsimile transmission shall be

deemed to be an original signature hereto.




 




13.          Further

Assurances. 

Borrower agrees to take such further actions as Agent and Lenders shall

reasonably request from time to time in connection herewith to evidence or give

effect to the amendments set forth herein or any of the transactions

contemplated hereby.




 




14.          Section

Titles. 

Section titles and references used in this Amendment shall be without

substantive meaning or content of any kind whatsoever and are not a part of the

agreements among the parties hereto.




 




15.          Release

of Claims.  To induce Agent and

Lenders to enter into this Amendment, Borrower hereby releases, acquits and

forever discharges Agent and each Lender, and all their respective officers, directors,

agents, employees, successors and assigns of Lender, from any and all

liabilities, claims, demands, actions or causes of action of any kind or nature

(if there be any), whether absolute or contingent, disputed or undisputed, at

law or in equity, or known or unknown, that Borrower now has or ever had

against Agent and each Lender arising under or in connection with any of the

Loan Documents or otherwise.  Borrower

represents and warrants to Agent and Lenders that Borrower has not transferred

or assigned to any Person any claim that Borrower ever had or claimed to have

against Agent or any Lender.




 




[Amendment continues on the following page]




 




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16.          Waiver

of Jury Trial.  To the fullest

extent permitted by Applicable Law, the parties hereto each hereby waives the

right to trial by jury in any action, suit, counterclaim or proceeding arising

out of or related to this Amendment.




 




IN WITNESS

WHEREOF, the parties hereto have caused this Amendment to be duly executed

under seal, and delivered by their respective duly authorized officers on the

date first written above.




 




	

  ATTEST:


  	

  AAF-MCQUAY INC.


  
	

   


  	

  (“Borrower”)


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  [CORPORATE SEAL]


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  PNC BANK, NATIONAL ASSOCIATION, as a Lender

  and as Agent


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A., as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  US BANK N.A. (f/k/a Firstar Bank, N.A.), as

  a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
																





 




4





























 




	

   


  	

  FLEET CAPITAL CORPORATION, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BANK ONE, MICHIGAN, as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

   


  	

  Title:


  	

   


  	

   


  
									





 




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