Exhibit 10.24



 


Exhibit 10.24


 


 THIRD AMENDMENT OF REVOLVING CREDIT AGREEMENT




THIS THIRD AMENDMENT OF REVOLVING CREDIT AGREEMENT
(this "Amendment") is entered into effective June 13, 2003,
between ALAMO GROUP INC., a Delaware corporation ("Borrower"),
each of the banks or other lending institutions that is a signatory to this
Amendment (collectively, "Lenders"), and BANK OF AMERICA, N.A., a
national banking association, as Administrative Agent (in such capacity,
together with its successors and permitted assigns, "Administrative Agent").




 R
E C I T A L S




A.         Reference is hereby made to that certain
Revolving Credit Agreement dated as of August 31, 2001, by and among Borrower,
Lenders, and Administrative Agent (as renewed, extended, modified, and amended
from time to time, the "Credit Agreement"), providing for a
revolving line of credit and a letter of credit facility.




B.         Capitalized terms used herein shall, unless
otherwise indicated, have the respective meanings set forth in the Credit
Agreement.




C.         Borrower, Lenders, and Administrative Agent
desire to modify certain provisions contained in the Credit Agreement, subject
to the terms and conditions set forth herein.




NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:




1.         Amendments to the Credit Agreement.  


 (a)        Section 1  of the Credit Agreement is hereby amended to delete
the definition of "Termination Date" in its entirety and replace
that definition with the following:




"Termination Date" means the earliest
date on which any of the following events occurs: (a) August 31, 2005; (b) the
date that Required Lenders terminate their commitment to lend hereunder, after
the occurrence of an Event of Default; or (c) such earlier date as may be
agreed upon in writing by Company and Required Lender.




(b)        Section 2.03(d) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


(d)        Facility Fee.  Company shall pay to Administrative Agent, for the
benefit of each Lender, quarterly in arrears on the last day of the calendar
quarter, beginning with the quarter ending June 30, 2003, a fee (the "Facility
Fee") equal to 0.25% multiplied by the average unused,
available portion of the Revolving Credit Commitment for the prior quarter, to
compensate Lenders for keeping those unused funds available for the Company.


 (c)        Section 2.04(d) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:


 


 Third Amendment











(d)           Applicable Margin. As
used in this Agreement and the other Loan Documents, "Applicable Margin"
means, as to the Loans, a rate per annum determined for each fiscal quarter
during Company's Fiscal Year, beginning with the quarter ending June 30, 2003,
by reference to the Funded Debt to EBITDA Ratio (also referred to herein as the
"Interest Margin Factor") as of the end of the fiscal quarter
(herein called the "date of determination"), and the type of
Advance, as follows:

 




(i)           if, on any date of
determination, the following is met:  the Interest Margin Factor is
equal to or less than 1.00 to 1.0, then the Applicable Margin
during the fiscal quarter following the date of determination, expressed as a
rate per annum, shall be (0%) for Prime Rate Advances, and 1.25% for Eurodollar
Advances; and if not, then

 




(ii)          if,
on any date of determination, the following is met: the Interest Margin
Factor is greater than 1.00 to 1.0 and less than or equal to 1.50 to 1.0, then
the Applicable Margin during the fiscal quarter following the date of
determination, expressed as a rate per annum, shall be (0%) for Prime Rate
Advances, and 1.5% for Eurodollar Advances; and if not, then. 

 




(iii)         if, on any date of
determination, the following is met: the Interest Margin Factor is greater
than 1.50 to 1.0 and less than or equal to 2.00 to 1.0, then the
Applicable Margin during the fiscal quarter following the date of
determination, expressed as a rate per annum, shall be (.125%) for Prime
Rate Advances, and 1.75% for Eurodollar Advances; and if not, then

 


(iv)         if, on any date of
determination, the following is met: the Interest Margin Factor is
greater than 2.00  to 1.0 and less than or equal to 2.50 to 1.0, then
the Applicable Margin during the fiscal quarter following the date of determination,
expressed as a rate per annum, shall be (.25%) for Prime Rate Advances,
and 2.25% for Eurodollar Advances; and if not, then

 


(v)           if, on any date of
determination, the following is met: the Interest Margin Factor is
greater than 2.50  to 1.0, and less than or equal to 2.75 to 1.0, then
the Applicable Margin during the fiscal quarter following the date of
determination, expressed as a rate per annum, shall be (.375%) for Prime
Rate Advances, and 2.50% for Eurodollar Advances; and if not, then

 




(vi)         if, on any date of
determination, the following is met: the Interest Margin Factor is
greater than 2.75  to 1.0, then the Applicable Margin during the
fiscal quarter following the date of determination, expressed as a rate per
annum, shall be (.50%) for Prime Rate Advances, and 2.75% for Eurodollar
Advances.


 


For Eurodollar Advances, the Applicable Margin for a
Loan Year applies both to (i) Advances made during the current Loan Year
and (ii) Advances outstanding during the current Loan Year that were made during
a prior Loan Year.


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If the interest rate changes hereunder because of a
change in the Applicable Margin, interest shall accrue at the changed rate
beginning the first day of the month  after the earlier of the date on which
the Company provides, or by which it was required to provide, pursuant to Section
8.01(d) of this Agreement, the financial information necessary to determine
the Applicable Margin.


 


(d)        Section 8.01(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:




(a)        Quarterly Statements.  As soon as available and in any event within 45 days
after the end of each of the first three fiscal quarters of Borrower, copies of
the consolidated, Company-prepared statements of the Company and its
Consolidated Subsidiaries as of the end of such fiscal period, that includes a
balance sheet as of the end of the quarterly fiscal period, and statements of
income and retained earnings of the Company and its Consolidated Subsidiaries
for that period and for the portion of the Fiscal Year ending with that period,
in each case setting forth in comparative form the figures for the
corresponding period of the preceding fiscal year, all in reasonable detail,
and a statement of shareholder's equity, and certified by the President, Chief
Financial Officer, Controller or Vice President - Administration of the Company
as being true and correct and as having been prepared in accordance with GAAP,
subject to year-end audit and adjustments;


 


(e)        Section 8.16 of the Credit Agreement is hereby deleted in its
entirety and replaced with the following:




8.16      Consolidated
Funded Debt to EBITDA Ratio. The Company, as of any date during the
term hereof, shall maintain a ratio of Funded Debt to EBITDA not exceeding 3.00
to 1.0.




2.         Amendment of Credit
Agreement and Other Loan Documents.




(a)        All
references in the Loan Documents to the Credit Agreement shall include
references to the Credit Agreement as modified and amended by this Amendment,
and as may, from time to time, be further modified, amended, restated,
extended, renewed, and/or increased.




(b)        Any
and all of the terms and provisions of the Loan Documents are hereby amended
and modified wherever necessary, even though not specifically addressed herein,
so as to conform to the amendments and modifications set forth herein.




3.         Ratifications.
Borrower (a) ratifies and confirms all provisions of the Loan Documents as
amended by this Amendment, (b) ratifies and confirms that all guaranties,
assurances, and Liens granted, conveyed, or assigned to Administrative Agent
for the benefit of Lenders under the Loan Documents are not released, reduced,
or otherwise adversely affected by this Amendment and continue to guarantee,
assure, and secure full payment and performance of the present and future Obligation
(except to the extent specifically limited by the terms of such guaranties,
assurances, or Liens (if any)), and (c) agrees to perform such acts and
duly authorize, execute, acknowledge, deliver, file, and record such additional
documents, and certificates as Administrative Agent and Lenders may reasonably
request in order to create, perfect, preserve, and protect those guaranties,
assurances, and Liens (if any).




4.         Representations.  Borrower represents and warrants to Administrative
Agent and Lenders that as of the date of this Amendment: (a) this
Amendment has been duly authorized, executed, and delivered by Borrower and
each Guarantor; (b) no action of, or filing with, any Governmental
Authority is required to authorize, or is otherwise required in connection
with, the execution, delivery, and performance of this Amendment by Borrower
and each Guarantor; (c) the Loan Documents, as amended by this Amendment,
are valid and binding upon Borrower and each Guarantor and are enforceable
against Borrower and each Guarantor in accordance with their respective terms,
except as limited by debtor relief laws and general principles of equity;
(d) the execution, delivery, and performance by Borrower and each
Guarantor does not require the consent of any other Person and do not and will
not constitute a violation of any governmental requirement, order of any
Governmental Authority, or material agreements to which Borrower or any
Guarantor is a party or by which Borrower or any Guarantor is bound;
(e) all representations and warranties in the Credit Agreement are true
and correct in all material respects on and as of the date of this Amendment,
except to the extent that (i) any of them speak to a different specific date,
or (ii) the facts on which any of them were based have been changed by
transactions contemplated or permitted by the Credit Agreement; and (f) after
giving effect to this Amendment, no Potential Default or Event of Default
exists.




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5.         Conditions.  This Amendment shall not be effective unless and until:





(a)        Administrative
Agent shall have received this Amendment executed by all of the parties hereto;




(b)        the
representations and warranties in this Amendment are true and correct in all
material respects on and as of the date of this Amendment, except to the extent
that (i) any of them speak to a different specific date, or (ii) the facts on
which any of them were based have been changed by transactions contemplated or
permitted by the Credit Agreement; and




(c)        after
giving effect to this Amendment, no Potential Default or Event of Default
exists; and




(d)        Borrower
shall have paid to each Lender executing this Amendment an amendment fee equal
to 0.15% times the Revolving Credit Commitment of such Lender.




6.         Continued Effect.  Except to the extent amended hereby or by any
documents executed in connection herewith, all terms, provisions, and
conditions of the Credit Agreement and the other Loan Documents, and all
documents executed in connection therewith, shall continue in full force and
effect and shall remain enforceable and binding in accordance with their
respective terms.




7.         Miscellaneous.  Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each
other gender, in each case, as appropriate, (b) headings and captions may not
be construed in interpreting provisions, (c) this Amendment shall be construed
-- and its performance enforced -- under Texas law, (d) if any part of this
Amendment is for any reason found to be unenforceable, all other portions of it
nevertheless remain enforceable, and (e) this Amendment may be executed in any
number of counterparts with the same effect as if all signatories had signed
the same document, and all of those counterparts must be construed together to
constitute the same document.




8.         Parties.  This Amendment binds and inures to Borrower, Administrative Agent, and
each Lender and their respective successors and permitted assigns.




9.         Entireties. 
The Credit Agreement and the other Loan Documents, as amended by this
Amendment, represent the final agreement between the parties about the subject
matter of the Credit Agreement and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the parties.  There
are no unwritten agreements between the parties.






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 [Remainder of Page
Intentionally Left Blank;

Signature
Pages to Follow.]


 

 

 

 

 

 

 

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Third Amendment












 

 




                                        SIGNATURE
PAGE TO THIRD AMENDMENT OF 

                                         REVOLVING
CREDIT AGREEMENT BETWEEN

                                                             ALAMO
GROUP INC.,

                                BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

                                               AND
THE LENDERS DEFINED THEREIN




EXECUTED as of the day and year first mentioned.












	 	





ALAMO GROUP INC.,

a Delaware corporation


    
	 	





 
	 	





 
	 	





By:                                                                                                          


    
	 	

               Robert H. George

              
Vice President


    





 


 


Signature Page to Third Amendment







                                        SIGNATURE
PAGE TO THIRD AMENDMENT OF 

                                         REVOLVING
CREDIT AGREEMENT BETWEEN

                                                             ALAMO
GROUP INC.,

                                BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

                                               AND
THE LENDERS DEFINED THEREIN


 


 


 



  	 	

BANK OF AMERICA, N.A.,

as Administrative Agent


      
	 	

 
	 	

 
	 	





By:                                                                            


          Name:                                                              


          Title:                                                                 


      





 


 


 

 

Signature Page to Third Amendment


 







                                        SIGNATURE
PAGE TO THIRD AMENDMENT OF 

                                         REVOLVING
CREDIT AGREEMENT BETWEEN

                                                             ALAMO
GROUP INC.,

                                BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

                                               AND
THE LENDERS DEFINED THEREIN


 


 




	 	

BANK OF AMERICA, N.A.,

as a Lender


    
	 	

 
	 	

 
	 	





By:                                                                               


            Name:                                                              


            Title:                                                                 


    






 


 


 


 


Signature Page to Third Amendment


 







                                        SIGNATURE
PAGE TO THIRD AMENDMENT OF 

                                         REVOLVING
CREDIT AGREEMENT BETWEEN

                                                             ALAMO
GROUP INC.,

                                BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

                                               AND
THE LENDERS DEFINED THEREIN


 


 




	 	

JP MORGAN CHASE BANK, formerly known as The


Chase Manhattan Bank,

as a Lender


    
	 	

 
	 	

 
	 	



By:                                                                                


    
	 	

            Name:                                                               


    
	 	

            Title:                                                                 






    














 






 






 






 






Signature Page to Third Amendment


 











                                        SIGNATURE
PAGE TO THIRD AMENDMENT OF 

                                         REVOLVING
CREDIT AGREEMENT BETWEEN

                                                             ALAMO
GROUP INC.,

                                BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

                                               AND
THE LENDERS DEFINED THEREIN


 


 




	 	

GUARANTY BANK, a
federally chartered savings bank, 

as a Lender


    
	 	

 
	 	

 
	 	





By:                                                                                


    
	 	

            Name:                                                               


    
	 	

            Title:                                                                 


    






 


 


 


Signature Page to Third Amendment


 







SIGNATURE PAGE TO THIRD AMENDMENT OF 

REVOLVING
CREDIT AGREEMENT BETWEEN

ALAMO
GROUP INC.,

BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT,

AND THE LENDERS DEFINED THEREIN




To induce the Administrative Agent and Lenders to
enter into this Amendment, each of the undersigned (a) consent and agree to
this Amendment's execution and delivery, (b) ratify and confirm that all
guaranties, assurances, and Liens (if any) granted, conveyed, or assigned to
Administrative Agent on behalf of Lenders under the Loan Documents are not
released, diminished, impaired, reduced, or otherwise adversely affected by
this Amendment and continue to guarantee, assure, and secure the full payment
and performance of all present and future Obligation (except to the extent
specifically limited by the terms of such guaranties, assurances, or Liens),
(c) agree to perform such acts and duly authorize, execute, acknowledge,
deliver, file, and record such additional guaranties, assignments, security
agreements, deeds of trust, mortgages, and other agreements, documents,
instruments, and certificates as Administrative Agent may reasonably deem
necessary or appropriate in order to create, perfect, preserve, and protect
those guaranties, assurances, and Liens (if any), and (d) waive notice of
acceptance of this consent and agreement, which consent and agreement binds the
undersigned and their successors and permitted assigns and inures to
Administrative Agent, Lenders, and their respective successors and permitted
assigns.






 






 






Signature Page to Third Amendment




 












  	


ALAMO CAPITAL INC.,


      	

ALAMO
GROUP (TX) L.P.,


      
	

a Nevada corporation




      	

a
Delaware limited partnership




      
	 	 
	



By:                                                                          


      	



By:  Alamo
Group Holdings, LLC,


      
	

Robert H. George


      	

 a Delaware limited liability company,


      
	

Vice President - Administration






      	

 its General Partner




      
	 	 
	





ALAMO
GROUP (IA) INC.,


      	



By:                                                                                  


      
	

a
Nevada corporation




      	

Robert H. George

            Vice President - Administration


      
	 	 
	



By:                                                                          


      	

 






      
	

Robert H. George


      	





ALAMO
GROUP (USA) INC.,


      
	

Vice President - Administration






      	

a
Delaware corporation




      
	 	 
	





ALAMO
GROUP (KS) INC.,


      	



By:                                                                          


      
	

a
Kansas corporation




      	

Robert H. George


      
	 	      Vice President - Administration
	



By:                                                                          


      	

 






      
	

Robert H. George


      	





ALAMO
GROUP HOLDINGS, L.L.C.,


      
	

Vice President - Administration






      	

a
Delaware limited liability company




      
	 	 
	





ALAMO
GROUP (SMC) INC.,


      	



By:                                                                          


      
	

a
Nevada corporation




      	

Robert H. George


      
	 	      Vice President - Administration
	



By:                                                                          


      	

 






      
	

Robert H. George


      	 
	

Vice President - Administration


      	 
	 	 
	 	 









 


Signature Page to Third Amendment








  	

ALAMO
SALES CORP.,


      	


HERSCHEL‐ADAMS
INC.,


      
	

a
Delaware corporation




      	

a
Nevada corporation




      
	 	 
	



By:                                                                          


      	



By:                                                                          


      
	

Robert H. George


      	

Robert H. George


      
	

Vice President - Administration






      	

Vice President - Administration






      
	 	 
	M&W GEAR COMPANY,	





SCHULTE (USA) INC.,


      
	a Delaware corporation	

a Florida corporation




      
	 	 
	By:                                                                          
      	



By:                                                                          


      
	

Robert
H. George


      	

Robert H. George


      
	

Vice
President ‐ Administration






      	

Vice President - Administration




      
	 	 
	





SCHWARZE
INDUSTRIES, INC.,


      	

TIGER
CORPORATION,


      
	

an
Alabama corporation




      	

a
Nevada corporation




      
	 	 
	



By:                                                                          


      	



By:                                                                          


      
	

Robert H. George


      	

Robert H. George


      
	

      Vice President - Administration
























      	

Vice President ‐ Administration




      
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	

Signature Page to Third Amendment