EXHIBIT 10.19
FIRST AMENDMENT
TO LOAN DOCUMENTS
This FIRST AMENDMENT TO LOAN DOCUMENTS (this "Amendment") dated as of
December 4, 2002 is between EnPro Industries, Inc., a North Carolina corporation
(the "Guarantor"), each of the parties named as a Grantor on the signature pages
hereto (collectively with the Guarantor, the "Grantors"; each, individually, a
"Grantor"), the financial institutions party hereto (the "Lenders") and Bank of
America., N.A., for itself and as agent for the Lenders (the "Agent").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement defined below.
R E C I T A L S:
A. The Agent and the Lenders are parties to that certain Credit
Agreement dated as of May 16, 2002 (the "Credit Agreement") among Coltec
Industries Inc, a Pennsylvania corporation ("Coltec"), Coltec Industrial
Products LLC, a Delaware limited liability company ("CIP"), Garlock Sealing
Technologies LLC, a Delaware limited liability company ("Garlock Sealing"),
Garlock Bearings LLC, a Delaware limited liability company ("Garlock Bearing"),
Haber Tool Company, a Michigan corporation ("Haber Tool"), and Stemco LLC, a
Delaware limited liability company ("Stemco" and, together with Coltec, CIP,
Garlock Sealing, Garlock Bearing and Haber Tool, each individually referred to
herein as a "Borrower" and collectively as "Borrowers"), the Agent, the Lenders
and certain other financial institutions from time to time party thereto as
"Lenders".
B. The Guarantor has executed that certain Parent Guarantee dated as of
May 31, 2002 (the "Guaranty") pursuant to which the Guarantor has guaranteed all
the Borrowers' Obligations under the Credit Agreement.
C. Each of the Grantors has executed that certain Security Agreement
dated as of May 16, 2002 (the "Security Agreement") pursuant to which the
Grantors have pledged certain collateral to secure the Borrowers' Obligations
under the Credit Agreement.
D. The Guarantor has requested that the Agent and Lenders agree to
certain amendments to the Guaranty and the Security Agreement to permit the
Guarantor to enter into and finance certain keyman life insurance policies.
E. Subject to the terms and conditions set forth in this Amendment, the
Agent and the Lenders will agree to such amendments.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. AMENDMENTS TO GUARANTY. Subject to the terms and conditions
contained herein, Section 4.3 of the Guaranty is hereby amended and restated in
its entirety to read as follows:
"Section 4.3 Covenants. The covenants set forth in the Credit Agreement
which are applicable to the Guarantor as indicated therein are hereby
incorporated into this Section 4.3 by reference and the Guarantor
hereby agrees to comply with each such covenant which is applicable to
the Guarantor. In addition to the foregoing, the Guarantor hereby
covenants to comply with each of the covenants set forth in Sections
7.9 (Mergers, Consolidations or Sales), 7.13 (Debt), 7.14 (Prepayment),
7.17 (Business Conducted), 7.18 (Liens), 7.19 (Sale and Leaseback
Transactions) and 7.20 (New Subsidiaries) of the Credit Agreement as if
references to a "Borrower" thereunder were references to the Guarantor,
and such covenants are hereby incorporated herein mutatis mutandis.
Notwithstanding any of the foregoing, the Guarantor shall be permitted
to (a) make loans to any Excess Collateral Provider; provided that such
loans (i) are subordinated to the Guarantor's obligations hereunder
pursuant to the terms of the Intercompany Subordination Agreement and
(ii) are pledged to the Agent as additional security for the
Guarantor's obligations hereunder; (b) incur Debt not to exceed
$14,233,926, evidenced by three separate Master Promissory Notes,
substantially in the form previously provided to the Agent, made by
Parent in favor of A.I. Credit Corp. and each in the original principal
amount of $4,744,642 (such notes, as amended or modified from time to
time as permitted below are hereinafter referred to, individually and
collectively, as the "Master Note"), the proceeds of which shall be
used solely to pay premiums due and owing under each "Insurance Policy"
(as defined in the Master Note); provided, that, (i) Guarantor may only
make regularly scheduled payments of principal and interest in respect
of such Debt in accordance with the terms of the Master Note
(including, without limitation, payments upon receipt of proceeds of
each "Insurance Policy" (as defined in the Master Note)), (ii)
Guarantor shall not directly or indirectly (unless it has received the
consent of the Required Lenders), (A) amend, modify, alter or change
the terms of the Master Note or any other agreement, document or
instrument related thereto as in effect on the date hereof except,
that, Guarantor may, after prior written notice to Agent, amend,
modify, alter or change the terms thereof so as to extend the maturity
thereof, or defer the timing of any payments in respect thereof, or to
forgive or cancel any portion of such Debt (other than pursuant to
payments thereof), or to reduce the interest rate or any fees in
connection therewith, or (B) redeem, retire, defease, purchase or
otherwise acquire such Debt, or set aside or otherwise deposit or
invest any sums for such purpose; provided, that such Debt may be
retired with the proceeds of each "Insurance Policy" (as defined in the
Master Note), and (iii) Guarantor shall furnish to Agent all notices of
default or demands for payment in connection with such Debt received by
Guarantor or on its behalf, promptly after the receipt thereof; (c)
enter into each "Insurance Policy" (as defined in the Master Note)
despite any prohibitions set forth in Section 7.10 of the Credit
Agreement; and (d) create liens on (i) each "Insurance Policy" (as
defined in the Master Note existing on the date hereof), (ii) the
proceeds of such "Insurance Policy"; and (iii) a certificate of deposit
in an amount not to exceed $90,000, plus interest thereon, issued by
AIG Federal Savings Bank in the name of Guarantor, in each case to
secure the Debt described in clause (b) above.
2. AMENDMENTS TO SECURITY AGREEMENT. Subject to the terms and
conditions contained herein, the Security Agreement is hereby amended as
follows:
2
(a) Section 1 of the Security Agreement is hereby amended by
adding the following definitions in alphabetical order:
"Key Man Life Insurance Policies" means each
"Insurance Policy" as defined in each of the Master Promissory
Notes."
"Master Promissory Notes" means each of the Master
Promissory Notes, substantially in the form previously
provided to the Agent, made by Parent in favor of A.I. Credit
Corp. and each in the original principal amount of $4,744,642.
(b) Section 2(a) of the Security Agreement is hereby amended
by adding the following proviso at the end thereof:
"; provided, that notwithstanding the foregoing, in
no event shall (x) any of the Key Man Life Insurance Policies,
(y) any proceeds of any of the Key Man Life Insurance Policies
(and any investment earnings thereon), or (z) any segregated
Deposit Account holding solely the proceeds of such Key Man
Life Insurance Policies (and any investment earnings thereon),
be subject to any security interest or lien of the Agent or
any Lender pursuant to this Security Agreement or the other
Loan Documents."
(c) Section 3(m) of the Security Agreement is hereby amended
by adding a new sentence at the end thereof as follows:
"The foregoing shall not restrict the Parent Grantor
from entering into the Master Promissory Notes."
3. CONDITIONS PRECEDENT. The effectiveness of the amendments contained
in Sections 1 and 2 above is subject to, and contingent upon, the satisfaction
of each of the following conditions precedent, each in form and substance
satisfactory to the Agent and the Required Lenders, unless the same shall
otherwise be waived in writing by the Agent and the Required Lenders in their
sole and absolute discretion:
(a) the Agent and the Required Lenders party hereto shall have
received duly executed counterparts of this Amendment signed by each Grantor,
Agent and such Required Lenders;
(b) the representations and warranties of each Grantor
contained herein are true and correct; and
(c) the Agent shall have received a duly executed copy of the
initial Master Note and such other documents, certificates, schedules, exhibits,
instruments, and agreements in connection therewith as the Agent shall
reasonably request, in each case which shall be in form and substance
satisfactory to Agent.
3
4. REFERENCE TO AND EFFECT ON THE GUARANTY AND THE SECURITY AGREEMENT.
(a) Except as expressly provided herein, the Guaranty and the
Security Agreement shall remain unmodified and in full force and effect and each
Grantor hereby ratifies and confirms all its obligations and liabilities
thereunder after giving effect to this Amendment.
(b) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Agent or Lenders under the Guaranty, the
Security Agreement or any of the other Loan Documents.
5. REPRESENTATIONS AND WARRANTIES. Each Grantor hereby represents and
warrants to the Agent and each Lender that: (a) this Amendment and the actions
on such Grantor's part contemplated hereby have been duly approved by all
requisite action on the part of such Grantor; (b) this Amendment and each of the
other documents executed and delivered by such Grantor in connection herewith
have been duly executed and delivered and constitute the legal, valid, and
binding obligations of such Grantor, enforceable against such Grantor in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally, by general equitable principles or by
principles of good faith and fair dealing; and (c) that the execution, delivery
and performance of this Amendment and each of the other documents executed and
delivered by such Grantor in connection herewith do not and will not violate or
conflict with any provision of such Grantor's Articles or Certificate of
Incorporation or by-laws or other constitutive documents in effect on the date
hereof, or any contracts or agreements to which such Grantor is a party or by
which any of its assets are bound. Each Grantor further hereby represents and
warrants to the Agent and each Lender that the representations and warranties of
such Grantor contained in the Guaranty and the other Loan Documents are true and
correct in all material respects on and as of the date hereof to the same extent
as though made on and as of the date hereof. Each Grantor further represents and
warrants to the Agent and each Lender that no Event of Default exists under any
Loan Document.
6. MISCELLANEOUS.
(a) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, no Grantor may assign this Amendment or any of its rights or
obligations hereunder without the prior written consent of the Agent and the
Required Lenders party hereto.
(b) This Amendment (together with the Guaranty and the
Security Agreement) constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior negotiations,
representations, warranties, commitments, offers, letters of interest or intent,
proposal letters, contracts, writings or other agreements or understandings with
respect thereto.
(c) No waiver and no modification or amendment of any
provision of this Amendment shall be effective unless specifically made in
writing and duly signed by the party to be bound thereby.
4
(d) Paragraph and subparagraph titles, captions and headings
herein are inserted only as a matter of convenience and for reference and in no
way define, limit, extend or describe the scope of this Amendment or the intent
of any provision hereof.
(e) No failure or delay on the part of any party hereto to
exercise any right, power or privilege hereunder or under any instrument
executed pursuant hereto shall operate as a waiver nor shall any single or
partial exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
(f) Each Grantor affirms and acknowledges that this Amendment
shall be a Loan Document for all purposes of the Credit Agreement.
(g) Any reference to the Guaranty or the Security Agreement
contained in any notice, request, certificate or other document executed
concurrently with or before or after the execution and delivery of this
Amendment shall be deemed to include this Amendment unless the context shall
otherwise specify.
(h) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.
(i) THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS AMENDMENT,
WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY
THE LAWS AND DECISIONS OF THE STATE OF NORTH CAROLINA.
(j) The Guarantor agrees to pay all of the Agent's
out-of-pocket costs and expenses incurred in connection with this Amendment
(including, without limitation, the reasonable fees and expenses of outside
counsel).
[Signature Page Follows]
5
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Loan Documents to be executed by their respective officers thereunto duly
authorized as of the date first above written.
ENPRO INDUSTRIES, INC., as a Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Senior Vice President
COLTEC INDUSTRIES INC, as a Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Vice President
COLTEC INDUSTRIAL PRODUCTS LLC, as a
Grantor
By: /s/ Donald G. Pomeroy
-----------------------------------
Name: Donald G. Pomeroy
Title: Vice President
GARLOCK SEALING TECHNOLOGIES LLC,
as a Grantor
By: /s/ John R. Mayo
-----------------------------------
Name: John R. Mayo
Title: Vice President
GLACIER GARLOCK BEARINGS LLC,
as a Grantor
By: /s/ John R. Mayo
-----------------------------------
Name: John R. Mayo
Title: Vice President
HABER TOOL COMPANY INC, as a Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Vice President
S-1
STEMCO LLC, as a Grantor
By: /s/ John R. Mayo
-----------------------------------
Name: John R. Mayo
Title: Manager
QFM SALES AND SERVICES, INC., as a
Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Vice President
COLTEC TECHNICAL SERVICES INC., as a
Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Vice President
COLTEC INTERNATIONAL SERVICES CO.,
as a Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Vice President
GARRISON LITIGATION MANAGEMENT
GROUP, LTD., as a Grantor
By: /s/ Timothy P. O'Reilly
-----------------------------------
Name: Timothy P. O'Reilly
Title: President
GLACIER GARLOCK BEARINGS, INC., as a
Grantor
By: /s/ Richard L. Magee
-----------------------------------
Name: Richard L. Magee
Title: Vice President
S-2
GARLOCK INTERNATIONAL INC., as a
Grantor
By: /s/ Donald G. Pomeroy
-----------------------------------
Name: Donald G. Pomeroy
Title: Vice President
GARLOCK OVERSEAS CORPORATION, as a
Grantor
By: /s/ Donald G. Pomeroy
-----------------------------------
Name: Donald G. Pomeroy
Title: Vice President
BANK OF AMERICA, N.A., as the Agent
and a Lender
By: /s/ Perri Love
-----------------------------------
Name: Perri Love
Title: Assistant Vice President
Agreed and Acknowledged
as of the date first above written
CITICORP USA, INC., AS A LENDER
By: /s/ Miles D. McManus
-------------------------------
Name: Miles D. McManus
Its: Director
CONGRESS FINANCIAL CORPORATION,
AS A LENDER
By: /s/ David Stain
-------------------------------
Name: David Stain
Its: First Vice President
S-3