EXHIBIT 10.5
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of February 18, 2000 (this "Amendment"),
relating to the Credit Agreement referenced below, is by and among C&D
TECHNOLOGIES, INC., a Delaware corporation (the "Borrower"), the Subsidiaries of
the Borrower identified on the signature pages hereto, the Lenders identified on
the signature pages hereto and Bank of America, N.A., a national banking
association formerly known as NationsBank, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent"). Terms used herein but not otherwise
defined herein shall have the meanings provided to such terms in the Credit
Agreement.
W I T N E S S E T H
WHEREAS, a $220 million credit facility has been extended to the
Borrower pursuant to the terms of that certain Credit Agreement dated as of
March 1, 1999 (as amended, modified and supplemented from time to time, the
"Credit Agreement") among the Borrower, the Subsidiaries of the Borrower
identified therein, Lenders identified therein and the Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;
WHEREAS, the requested modifications require the consent of the
Required Lenders; and
WHEREAS, the Required Lenders have consented to the requested
modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended in the following respects:
1.1 The following definitions in Section 1.1 of the Credit Agreement
are hereby amended to read as follows:
"Consolidated Fixed Charge Coverage Ratio" means, for any
period, the ratio of Consolidated EBITDA to Consolidated Fixed
Charges.
"Consolidated Fixed Charges" means, for any period for the
Consolidated Group, the sum of the cash portion of
Consolidated Interest Expense paid during the four consecutive
fiscal quarters ending as of the date of determination plus
scheduled maturities of Funded Debt (including, for purposes
hereof, mandatory commitment reductions, sinking fund payments
and the like relating thereto, but excluding for purposes
hereof Funded Debt of Shanghai permitted to be incurred under
Section 8.1(h)) paid during the four consecutive fiscal
quarters ending as of the date of determination, in each case
on a consolidated basis determined in accordance with GAAP
applied on an consistent basis.
1.2 Clause (b) of Section 7.9 of the Credit Agreement is amended
to read as follows:
(b) Consolidated Fixed Charge Coverage Ratio. As of the end of
each fiscal quarter, the Consolidated Fixed Charge Coverage
Ratio shall not be less than 2.5:1.0.
2. Each of the Borrower and the Guarantors hereby represents and
warrants that as of the date of this Amendment (i) the representations and
warranties set forth in Section 6 of the Credit Agreement and in the other
Credit Documents are true and correct in all material respects (except those
which expressly relate to an earlier date), and (ii) no Default or Event of
Default presently exists.
3. Each of the Guarantors (i) acknowledges and consents to all of the
terms and conditions of this Amendment, (ii) affirms all of its obligations
under the Credit Documents and (iii) agrees that this Amendment and all
documents executed in connection herewith do not operate to reduce or discharge
such Guarantor's obligations under the Credit Agreement or the other Credit
Documents.
4. Except as expressly modified hereby, all of the terms and provisions
of the Credit Agreement (including Schedules and Exhibits thereto) remain in
full force and effect.
5. This Amendment shall be effective upon the execution hereof by the
Borrower, the Guarantors and the Required Lenders.
6. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment, including the reasonable fees and expenses of the
Administrative Agent's legal counsel.
7. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original. It shall
not be necessary in making proof of this Amendment to produce or account for
more than one such counterpart.
8. This Amendment shall be deemed to be a contract under, and shall for
all purposes be construed in accordance with, the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.
BORROWER: C&D TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
---------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
GUARANTORS: C&D/CHARTER HOLDINGS, INC.,
a Delaware corporation
PCC MEXICAN HOLDINGS, INC.,
a Delaware corporation
By: /s/ Stephen E. Markert, Jr.
---------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
[Signature Pages Continue]
LENDERS: BANK OF AMERICA, N.A., a national banking
institution formerly known as NationsBank, N.A.,
in its capacity as Administrative Agent and as a Lender
By: /s/ Patrick M. Moore
----------------------------
Name: Patrick M. Moore
Title:Vice President
COMERICA BANK
By:
Name:
Title:
BANK ONE NA (formerly known as
THE FIRST NATIONAL BANK OF CHICAGO)
By:/s/ Andrea S. Kantor
---------------------------
Name: Andrea S. Kantor
Title: Vice President
FIRSTAR BANK MILWAUKEE N.A.
By: /s/ Jason Hickey
---------------------------
Name: Jason Hickey
Title: Assistant Vice President
THE BANK OF NEW YORK
By:/s/ Vito M. Ferrone
--------------------------
Name: Vito M. Ferrone
Title: Vice President
MELLON BANK, N.A.
By: /s/ Mark Torie
--------------------------
Name: Mark Torie
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Grant Chromy
--------------------------
Name: Grant Chromy
Title: Assistant Vice President
[Signature Pages Continue]
FIRST UNION NATIONAL BANK
By:/s/ Linda Douglas
--------------------------
Name: Linda Douglas
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Frank Pugliese
--------------------------
Name: Frank Pugliese
Title: Assistant Vice President
THE CHASE MANHATTAN BANK
By: /s/ Thomas Conroy, Jr.
-------------------------
Name: Thomas F. Conroy, Jr.
Title: Vice President
FLEET BANK, N.A.
By:
Name:
Title: