EXHIBIT 10(hh)
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of June 30, 1996 to the Credit Agreement
dated as of March 13, 1996 among Exide Electronics Group, Inc. (the "Borrower"),
the Guarantors referred to therein, the Lenders referred to therein, Morgan
Guaranty Trust Company of New York, as Administrative Agent, and Bank of America
Illinois, as Documentation Agent (as amended prior to the date hereof, the
("Credit Agreement").
The Borrower has requested, and the other parties hereto have
agreed, to amend the Credit Agreement as set forth herein; and the parties
hereto therefore agree as follows:
SECTION 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and
each other similar reference and each reference to "this Agreement" and each
other similar reference contained in the Credit Agreement shall from and after
the date hereof refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments.
(a) Definition of EBITDA. The definition of Consolidated
EBITDA contained in Section 1.1 of the Credit Agreement is amended by
renumbering clause (iv) therein as clause (v) and adding a new clause (iv)
therein to read in full as follows:
(iv) solely with respect to Consolidated Net Income determined for the
Fiscal Quarter ended on or about March 31, 1996 and the Fiscal Quarter ended on
or about June 30, 1996, the amount of one-time charges taken in connection with
the Deltec Acquisition and set forth as a separate line item referred to as
"Acquisition and Restructuring Expense" on the Borrower's consolidated
statement of income for such periods (but in no event greater than $11,621,000
for the Fiscal Quarter ended on or about March 31, 1996 and $3,000,000 for the
Fiscal Quarter ended on or about June 30, 1996),
(b) Fixed Charge Coverage Ratio Covenant.
Section 5.19 of the Credit Agreement is amended by replacing the ratios set
forth in the table therein, solely for the Fiscal Quarters set forth below, with
the following ratios (and the remainder of such table shall remain without
amendment):
Fiscal Quarter Ratio
Third Fiscal Quarter 1996 1.05:1
Fourth Fiscal Quarter 1996 1.45:1
First Fiscal Quarter 1997 1.30:1
Second Fiscal Quarter 1997 1.35:1
Third Fiscal Quarter 1997 1.55:1
Fourth Fiscal Quarter 1997 1.65:1
(c) Leverage Ratio Covenant. Section 5.20 of the Credit
Agreement is amended by replacing the ratios set forth in the table therein,
solely for the Fiscal Quarters set forth below, with the following ratios (and
the remainder of such table shall remain without amendment) :
Fiscal Quarter Ratio
Third Fiscal Quarter 1996 4.75:1
Fourth Fiscal Quarter 1996 4.25:1
First Fiscal Quarter 1997 4.15:1
Second Fiscal Quarter 1997 3.95:1
Third Fiscal Quarter 1997 3.60:1
Fourth Fiscal Quarter 1997 3.35:1
(d) Minimum EBITDA Covenant. Section 5.21 of the Credit
Agreement is amended by replacing the amounts set forth in the table therein,
solely for the periods set forth below, with the following amounts (and the
remainder of such table shall remain without amendment):
Period Amount
Third Fiscal Quarter 1996 $11,000,000
Fourth Fiscal Quarter 1996 31,000,000
First Fiscal Quarter 1997 45,000,000
Second Fiscal Quarter 1997 60,000,000
Third Fiscal Quarter 1997 64,000,000
Fourth Fiscal Quarter 1997 68,000,000
SECTION 3. Representations and Warranties. The Borrower
hereby represents and warrants that as of the date hereof and after giving
effect hereto:
(a) no Default under the Credit Agreement has occurred and is
continuing; and
(b) each representation and warranty of the Obligors
contained in the Loan Documents are true on and as of the date of this
Amendment.
SECTION 4. Amendment Fee. Prior to the close of business on
July 29, 1996, the Borrower shall pay to the Agent for the account of each
Lender that has delivered to the Agent, not later than 2:00 P.M. (New York City
time) on July 29, 1996, a counterpart hereof duly executed by such Lender, an
amendment fee in the amount of 0.25% multiplied by the sum of the amount of such
Lender's Revolving Commitment plus the aggregate outstanding principal amount of
such Lender's Term Loans, in each case on July 29, 1996.
SECTION 5. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument, and shall be effective as of the date first written above upon
receipt by the Administrative Agent of (i) a duly executed counterpart copy
hereof from the Borrower and the Required Lenders (or, in the case of any party
as to which an executed counterpart shall not have been received, telegraphic,
telex or other written confirmation from such party of execution of a
counterpart hereof by such party) and (ii) receipt by the Agent of the fees
referred to in Section 4 hereof, for the account of the Lenders referred to
therein.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
EXIDE ELECTRONICS GROUP, INC.
/s/ MARTY R. KITTRELL
Vice President & Chief Financial
Officer
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
/s/ DOUGLAS CRUIKSHANK
Vice President
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
/s/ T.M. MOLITOR
Vice President
BANK OF AMERICA ILLINOIS
/s/ MICHAEL J. MCKENNEY
Vice President
NATIONSBANK, N.A.
/s/ RICHARD G. PARKHURST, JR.
Vice President
ABN AMRO BANK, N.V.
/s/ LARRY KELLY
Group Vice President
/s/ ROBERT BUDNEK
Assistant Vice President
BANQUE PARIBAS
/s/ JOHN J. MCCORMICK, III
Vice President
/s/ MARY T. FINNEGAN
Group Vice President
BRANCH BANKING & TRUST COMPANY
/s/ RICHARD E. FOWLER
Senior Vice President
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
/s/ BRIAN J. CUMBERLAND
Assistant Treasurer
CREDIT LYONNAIS NEW YORK BRANCH
/s/ ATTILA KOC
Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
/s/ ATTILA KOC
Authorized
LTCB TRUST COMPANY
/s/ SATORU OTSUBO
Executive Vice President
MERITA BANK LTD - GRAND CAYMAN
BRANCH
/s/ PENTTI MANSUKOSKI
Senior Vice President
/s/ ANU SEPPALA
Vice President
THE BANK OF TOKYO-MITSUBISHI LTD.
/s/ RANDY SZUCH
ATTORNEY-IN-FACT
SOCIETE GENERALE
/s/ RALPH SAHEB
Vice President, Manager
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
/s/ BRIAN W. GOOD
Vice President
THE DAI-ICHI KANGYO BANK, LIMITED,
ATLANTA AGENCY
/s/ TOSHIAKI KURIHARA
Joint General Manager
THE FUJI BANK, LIMITED, ATLANTA
AGENCY
/s/ TOSHIHIRO MITSOL
Vice President and Manager
THE MITSUBISHI TRUST AND BANKING
CORPORATION
/s/ PATRICIA LORET DE MOLA
Senior Vice President
THE YASUDA TRUST & BANKING CO.,
LTD.
/s/ MAKOTO TAGAWA
Deputy General Manager
SOUTHERN PACIFIC THRIFT & LOAN
ASSOCIATION
/s/ CHRIS KELLEHER
Vice President