Exhibit 10.2
THIRD AMENDMENT
THIS THIRD AMENDMENT (this "Amendment") dated as of July 24, 2000, 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 as "Guarantors" 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"). Capitalized 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 Credit Agreement dated as of March 1,
1999 (as amended and modified from time to time, the "Credit Agreement") among
the Borrower, the Guarantors identified therein, the 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 agreed 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 Clause (a) of Section 6.13 is amended to read as follows:
(a) None of the transactions contemplated by this Credit
Agreement (including, without limitation, the direct or
indirect use of the proceeds of the Loans) will violate or
result in a violation of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended,
or regulations issued pursuant thereto, or Regulation T, U or
X. If requested by any Lender or the Administrative Agent, the
Borrower will furnish to the Administrative Agent and each
Lender a statement to the effect of the foregoing sentences in
conformity with the requirements of FR Form U-1 referred to in
Regulation U.
1.2 Section 8.2 is amended to read as follows:
8.2 Liens.
Contract, create, incur, assume or permit to exist any Lien
with respect to any of their respective Property (other than
any "margin stock" within the meaning of Regulation U),
whether now owned or hereafter acquired, except for Permitted
Liens.
1.3 The introductory clause in clause (b) of Section 8.3 is
amended to read as follows:
(b) Sell, lease, transfer or otherwise dispose of any Property
(other than any "margin stock" within the meaning of
Regulation U), including any sale-leaseback transaction but
excluding the sale of inventory in the ordinary course of
business, to any Person other than a Credit Party, unless:
2. This Amendment shall be effective upon its execution by the Credit
Parties and the Required Lenders.
3. The Credit Parties hereby affirm that the representations and
warranties set forth in the Credit Documents are true and correct as of
the date hereof after giving effect to this Amendment (except those
which expressly relate to an earlier period).
4. 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 the Guarantors' obligations under the
Credit Agreement or the other Credit Documents.
5. Except as modified hereby, all of the terms and provisions of the
Credit Agreement and the other Credit Documents (including the
schedules and exhibits thereto) shall remain in full force and effect.
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 without limitation the reasonable
fees and expenses of Moore & Van Allen, PLLC.
7. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and
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 made under, and for
all purposes shall 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 Agreement 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
By: /s/Robert T. Marley
--------------------------
Name: Treasurer
Title: Robert T. Marley
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.,
- ------- individually in its capacity as a Lender
and in its capacity as Administrative Agent
By: /s/ Patrick M. Moore
-----------------------------
Name: Patrick M. Moore
Title: Vice President
MELLON BANK, N.A.
By: /s/ Mark W. Torie
-----------------------------
Name: Mark W. Torie
Title: V.P.
COMERICA BANK
By: /s/ Robert P. Wilson
-----------------------------
Name: Robert P. Wilson
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Andrea S. Kantor
-----------------------------
Name: Andrea S. Kantor
Title: First Vice President
FIRSTAR BANK MILWAUKEE N.A.
By: /s/ Jason R. Hickey
-----------------------------
Name: Jason R. Hickey
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Gregory J. Smith
-----------------------------
Name: Gregory J. Smith
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Roger A. Pillsbury
-----------------------------
Name: Roger A. Pillsbury
Title: Sr. Vice President
[Signature Pages Continue]
FIRST UNION NATIONAL BANK
By: /s/ Linda M. Douglas
-----------------------------
Name: Linda M. Douglas
Title: VP
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Frank A. Pugliese
-----------------------------
Name: Frank A. Pugliese
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Thomas F. Conroy, Jr.
-----------------------------
Name: Thomas F. Conroy, Jr.
Title: Vice President
FLEET BANK, N.A.
By:__________________________
Name:
Title: