Exhibit 10.1
SEVENTH AMENDMENT
THIS SEVENTH AMENDMENT (this "Amendment") dated as of June 21, 2002, 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, NA., 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.
WITNESSETH
WHEREAS, a $220 million credit facility has been extended to the Borrower
pursuant to the terms of that Credit Agreement (as amended and modified from
time to time, the "Credit Agreement") dated as of March 1, 1999 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 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. AMENDMENTS. 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 2.0:1.0.
2. CONDITIONS PRECEDENT. This Amendment shall be effective as of the
date hereof upon satisfaction of each of the following conditions precedent:
(a) the execution of this Amendment by the Credit Parties and the
Required Lenders;
(b) receipt by the Administrative Agent, for the ratable benefit
of the Lenders that executed and deliver this Amendment on or before
June 21st, 2002, of an amendment fee of five basis points (0.05%) on
the aggregate of the Revolving Commitments and outstanding Term Loans
of such Lenders; and
(c) receipt by the Administrative Agent of all other fees and
expenses owing in connection with this Amendment.
3. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The Credit Parties
hereby represent and warrant that each of 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. REAFFIRMATION OF GUARANTY. 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. REAFFIRMATION OF LIENS. Each Credit Party (i) affirms that each of
the security interests granted in or pursuant to the Security Agreement and
Pledge Agreement are valid and subsisting and (ii) agrees that this Amendment
shall in no manner impair or otherwise adversely effect any of the security
interests granted in or pursuant to the Security Agreement and Pledge Agreement.
6. NO OTHER CHANGES. 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.
7. COUNTERPARTS. 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. GOVERNING LAW. 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 Seventh Amendment to be duly executed and delivered as of the date first
above written.
BORROWERS: 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
C&D INTERNATIONAL INVESTMENT
HOLDINGS, INC.,
a Delaware corporation
By: \S\ Robert T. Marley
---------------------------
Name: Robert T. Marley
Title: Vice President and Treasurer
[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\ Robert M. Searson
---------------------------
Name: Robert M. Searson
Title: Senior Vice President
CITIZENS BANK
By: \S\ Mark Torie
-------------------------
Name: Mark Torie
Title: Vice President
COMERICA BANK
By: \S\ Robert P. Wilson
-------------------------
Name: Robert P. Wilson
Title: Vice President
ALLFIRST BANK
By: \S\ Kellie M. Matthews
-------------------------
Name: Kellie M. Matthews
Title: Senior Vice President
THE BANK OF NEW YORK
By: \S\ Evan M. Graham
-------------------------
Name: Evan M. Graham
Title: Vice President
LASALLE NATIONAL BANK
By: \S\ Stephen L. Mayer
-------------------------
Name: Stephen L. Mayer
Title: First Vice President
[Signature Pages Continue]
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: \S\ Donald E. Sellers, Jr.
-------------------------
Name: Donald E. Sellers, Jr.
Title: Director
PNC BANK, NATIONAL ASSOCIATION
By: \S\ Daniel K. Fitzpatrick
-------------------------
Name: Daniel K. Fitzpatrick
Title: Vice President
JP MORGAN CHASE
By: \S\ Thomas F. Conroy, Jr.
-------------------------
Name: Thomas F. Conroy, Jr.
Title: Vice President
FLEET BANK, N.A.
By: \S\ Stacey A. Hamilton
-------------------------
Name: Stacey A. Hamilton
Title: Vice President