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EXHIBIT 10.2
CONFORMED COPY
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT AGREEMENT dated as of March 25, 1996 among EXIDE
ELECTRONICS GROUP, INC. (the "Borrower"), the LENDERS listed on Schedule 1
hereto (each, an "Assignor" and, collectively, the "Assignors"), MORGAN
GUARANTY TRUST COMPANY OF NEW YORK as Issuing Lender (an "Issuing Lender"),
Administrative Agent (the "Administrative Agent"), and Swing Lender (the "Swing
Lender"), FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as Issuing Lender
(together with the Issuing Lender, the "Issuing Lenders") and the lenders
listed on Schedule 2 hereto (each, an "Assignee" and collectively, the
"Assignees").
W I T N E S S E T H :
WHEREAS, the Borrower, certain of its Subsidiaries as
Guarantors, the Assignors, the Issuing Lenders, the Administrative Agent, the
Swing Lender and Bank of America Illinois, as Documentation Agent have
heretofore entered into a Credit Agreement dated as of March 13, 1996 (the
"Credit Agreement");
WHEREAS, the Borrower and the Assignors wish to amend the
Credit Agreement as set forth herein;
WHEREAS, each Assignor proposes to assign to each Assignee all
of the rights of such Assignor under the Credit Agreement and the other Loan
Documents in respect of a portion of its Revolving Commitment and its
Revolving Loan and Term Loan, on the terms and conditions set forth herein, and
each Assignee proposes to accept such assignment of such rights and assume the
corresponding obligations from each Assignor; and
WHEREAS, the parties agree that each Assignee shall be a
Lender for all purposes under the Credit Agreement as though a Lender initially
a signatory to the Credit Agreement together with the Assignors, and wish to
amend the signature pages to the Credit Agreement to reflect the foregoing;
NOW, THEREFORE, the parties hereto agree as follows:
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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.
SECTION 2. Amendment of Credit Agreement.
(a) The signature pages to the Credit Agreement are amended
by replacing the signature pages designated therein as containing the names of
the "Lenders" with the signature pages attached to this Agreement designated as
containing the names of the Lenders (the "Amended Lender Signature Pages").
The Amended Lender Signature Pages shall constitute the complete set of
signature pages to the Credit Agreement containing the names of the Lenders;
provided that the references to "Term Commitments" on the Amended Lender
Signature Pages are for convenience of reference only, and do not indicate any
Term Commitment on the part of any Lender, which Term Commitments were the
subject of a Term Borrowing on the Closing Date and thereupon terminated in
accordance with the terms of Section 2.4(a) of the Credit Agreement.
(b) The words "of any Major Casualty Event" where they appear
in Section 2.8(b) of the Credit Agreement are replaced with the words "from the
receipt of any Major Casualty Proceeds".
SECTION 3. Assignment of Commitments and Loans. (a) On and
effective as of the date hereof, (i) each Assignor assigns and sells to the
Assignees (ratably in accordance with the aggregate amounts thereof purchased
and accepted by each such Assignee hereunder pursuant to clause (ii) below) a
portion of its Revolving Commitment (including without limitation rights and
obligations with respect to outstanding Letters of Credit) and its outstanding
Revolving Loan and Term Loan, and (ii) each Assignee hereby purchases and
accepts from the Assignors (ratably in accordance with the respective amounts
thereof assigned and sold by each such Assignor pursuant to clause (i) above),
a portion of such Revolving Credit Commitments (including without limitation
rights and obligations with respect to outstanding Letters of Credit) and
outstanding Revolving Loans and Term Loans (the "Assigned Amounts"), such that
after giving effect to all such transactions:
(A) each Assignor shall have a Revolving Commitment and an
outstanding principal amount of Revolving Loan and Term Loan in the
respective amounts set forth under the applicable heading opposite
such Assignor's name on Schedule 1 hereto; and
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(B) each Assignee shall become a "Lender" for all purposes
under the Credit Agreement with a Revolving Commitment and an
outstanding principal amount of Revolving Loan and Term Loan in the
respective amounts set forth under the applicable heading opposite
such Assignee's name on Schedule 2 hereto and, in the case of any such
Lender designated as a "Lead Manager" on such Schedule 2, shall be a
Lead Manager under the Credit Agreement.
Each Assignor represents that, other than pursuant to this Agreement, it has
not transferred any interest in or caused any Lien to be created with respect
to the Assigned Amounts assigned by it hereunder.
(b) The transactions referred to in clause (a) shall be
effective upon (i) payment by each Assignee to the Administrative Agent, for
the account of the several Assignors in accordance with clause (a) above of the
respective amounts on Part 1 of Schedule 3 hereto opposite such Assignee's name
under the heading "Amount To Be Paid by Assignees" (representing the principal
amount of, without accrued interest on, the Term Loans and the Revolving Loans,
respectively, purchased by such Assignee) and (ii) receipt by each Assignor of
the respective amounts on Part 2 of Schedule 3 hereto opposite such Assignor's
name under the heading "Amount To Be Received by Assignors" (representing the
principal amount of, without accrued interest on, the Term Loans and the
Revolving Loans, respectively, transferred by such Assignor).
(c) It is understood that commitment fees with respect to the
portion of the Revolving Commitments, and interest on the portion of the
Revolving Loans and Term Loans, assigned hereunder by each Assignor accruing to
the date hereof are for the account of the such Assignor, and such fees and
interest with respect to the portion of the Revolving Commitments, Revolving
Loans and Term Loans assumed hereunder by each Assignee accruing from and
including the date hereof are for the account of such Assignee. Each Assignor
and each Assignee hereby agrees that if it receives any amount under the Credit
Agreement which is for the account of any other party hereto, it shall receive
the same for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such other party.
(d) This Agreement is conditioned upon the consent of the
Borrower, the Administrative Agent, the Issuing Lenders and the Swing Lender
pursuant to Section 10.6(c) of the Credit Agreement. The execution of this
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Agreement by the Borrower, the Administrative Agent, the Issuing Lenders and
the Swing Lender is evidence of this consent. Pursuant to Section 10.6(c) the
Borrower agrees to execute and deliver a Note payable to the order of each
Assignee to evidence the assignment and assumption provided for herein.
(e) Each Assignor makes no representation or warranty in
connection with, and shall have no responsibility with respect to, the
solvency, financial condition, or statements of the Borrower, or the validity
and enforceability of the obligations of the Borrower in respect of any Loan
Document. Each Assignee acknowledges that it has, independently and without
reliance on the Assignors, and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement and will continue to be responsible for making its own
independent appraisal of the business, affairs and financial condition of the
Borrower.
SECTION 4. 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
Agreement.
SECTION 5. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 6. Counterparts; Effectiveness. This Agreement 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 upon (i) receipt by the Administrative Agent
of a duly executed counterpart copy hereof from each Assignor, each Assignee,
the Borrower, the Administrative Agent, the Swing Lender and the Issuing Lender
(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) payment of
the amounts referred to in Section 3(b) above.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
EXIDE ELECTRONICS GROUP, INC.
By /s/ Marty R. Kittrell
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Title: Vice President
SIGNATURES CONTINUE ON NEXT PAGE
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TERM REVOLVING
COMMITMENTS COMMITMENTS LENDERS THAT ARE AGENTS OR CO-AGENTS
- ----------- ----------- ------------------------------------
$3,642,857 $9,107,143 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Douglas A. Cruikshank
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Title: Vice President
$3,607,143 $9,017,857 FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By /s/ T. M. Molitor
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Title: Vice President
$3,607,143 $9,017,857 BANK OF AMERICA ILLINOIS
By /s/ Michael J. McKenney
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Title: Vice President
$3,571,429 $8,928,571 NATIONSBANK, N.A.
By /s/ Richard G. Parkhurst, Jr.
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Title: Vice President
$3,571,429 $8,928,571 ABN AMRO BANK, N.V.
By /s/ Larry Kelley
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Title: Group Vice President
By /s/ Robert A. Budnek
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Title: Vice President
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TERM REVOLVING
COMMITMENTS COMMITMENTS LENDERS AND LEAD MANAGERS
- ----------- ----------- -------------------------
$2,857,143 $7,142,857 BANQUE PARIBAS
By /s/ Mary T. Finnegan
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Title: Group Vice President
By /s/ John J. McCormick, III
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Title: Vice President
$2,857,143 $7,142,857 BRANCH BANKING & TRUST COMPANY
By /s/ Richard E. Fowler
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Title: Senior Vice President
$2,857,143 $7,142,857 BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By /s/ Timothy Daileader
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Title: Assistant Vice President
By /s/ William Maier
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Title: Vice President and Group
Manager
$2,857,143 $7,142,857 CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Frederick S. Haddad
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Title: Senior Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By /s/ Frederick S. Haddad
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Title: Authorized Signature
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TERM REVOLVING
COMMITMENTS COMMITMENTS LENDERS AND LEAD MANAGERS
- ----------- ----------- -------------------------
$2,857,143 $7,142,857 LTCB TRUST COMPANY
By /s/ John J. Sullivan
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Title: Executive Vice President
$2,857,143 $7,142,857 MERITA BANK LTD
By /s/ Pentti Mansukoski
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Title: Senior Vice President
By /s/ John Kehnle
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Title: Vice President
$2,857,143 $7,142,857 THE MITSUBISHI TRUST AND BANKING
CORPORATION
By /s/ Patricia Loret de Mola
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Title: Senior Vice President
$2,857,143 $7,142,857 SOCIETE GENERALE
By /s/ Ralph Saheb
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Title: Vice President
OTHER LENDERS
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$2,000,000 $5,000,000 VAN KAMPEN AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By /s/ Brian G. Wood
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Title: Vice President
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TERM REVOLVING
COMMITMENTS COMMITMENTS OTHER LENDERS
- ----------- ----------- -------------
$1,428,571 $3,571,429 THE MITSUBISHI BANK, LIMITED
By /s/ Randy Szuch
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Title: Vice President
$1,428,571 $3,571,429 BANK OF MONTREAL
By /s/ Danise Longworth
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Title: Director
$1,428,571 $3,571,429 THE DAI-ICHI KANGYO BANK, LIMITED,
ATLANTA AGENCY
By /s/ Toshiaki Kurihara
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Title: Joint General Manager
$1,428,571 $3,571,429 THE FUJI BANK, LIMITED, ATLANTA
AGENCY
By /s/ Toshihiro Mitsui
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Title: Vice President & Manager
$1,428,571 $3,571,429 THE YASUDA TRUST & BANKING CO., LTD.
By /s/ Makoto Tagawa
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Title: Deputy General Manager
TOTAL TERM TOTAL REVOLVING
COMMITMENTS COMMITMENTS
- ----------- -----------
$50,000,000 $125,000,000
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MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative
Agent, Issuing Lender and
Swing Lender
By /s/ Douglas A. Cruikshank
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Name: Douglas A. Cruikshank
Title: Vice President
Address: 60 Wall Street
New York, NY 10260-0060
Telex:
Facsimile: (212) 648-5336
BANK OF AMERICA ILLINOIS, as
Documentation Agent
By /s/ Michael J. McKenney
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Name: Michael J. McKenney
Title: Vice President
Address: 1230 Peachtree Street
Suite 3800
Atlanta, Georgia 30309
Telex:
Facsimile: (404) 249-6938
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SCHEDULE 1
Term Loan Revolving Commitment Revolving Loans
--------- -------------------- ---------------
Morgan Guaranty Trust $3,642,857 $9,107,143 $6,411,429
Company of New York
First Union National Bank 3,607,143 9,017,857 6,348,571
of North Carolina
Bank of America Illinois 3,607,143 9,017,857 6,348,571
NationsBank, N.A. 3,571,429 8,928,571 6,285,714
ABN AMRO Bank, N.V. 3,571,429 8,928,571 6,285,714
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SCHEDULE 2
Lenders Term Loan Revolving Commitment Revolving Loans
------- --------- -------------------- ---------------
Lenders and Lead
----------------
Managers
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Banque Paribas $2,857,143 $7,142,857 $5,028,571
Branch Banking & Trust Company $2,857,143 $7,142,857 $5,028,571
Banque Francaise du Commerce $2,857,143 $7,142,857 $5,028,571
Exterieur
Credit Lyonnais New York Branch $2,857,143 $7,142,857 $5,028,571
and Credit Lyonnais Cayman
Island Branch
LTCB Trust Company $2,857,143 $7,142,857 $5,028,571
Merita Bank Ltd $2,857,143 $7,142,857 $5,028,571
The Mitsubishi Trust and $2,857,143 $7,142,857 $5,028,571
Banking Corporation
Societe Generale $2,857,143 $7,142,857 $5,028,571
Other Lenders
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Van Kampen American Capital $2,000,000 $5,000,000 $3,520,000
Prime Rate Income Trust
Bank of Montreal $1,428,571 $3,571,429 $2,514,286
The Dai-Ichi Kangyo Bank, Ltd. $1,428,571 $3,571,429 $2,514,286
The Fuji Bank, Limited, Atlanta $1,428,571 $3,571,429 $2,514,286
Agency
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The Mitsubishi Bank, Limited $1,428,571 $3,571,429 $2,514,286
The Yasuda Trust & Banking Co., $1,428,571 $3,571,429 $2,514,286
Ltd.
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SCHEDULE 3
Part 1 Amount to be Paid by Assignees
Assignee Term Loans Revolving Loans
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Banque Paribas $2,857,143 $5,028,571
Branch Banking & Trust Company $2,857,143 $5,028,571
Banque Francaise du Commerce Exterieur $2,857,143 $5,028,571
Credit Lyonnais New York Branch and $2,857,143 $5,028,571
Credit Lyonnais Cayman Island Branch
LTCB Trust Company $2,857,143 $5,028,571
Merita Bank Ltd $2,857,143 $5,028,571
The Mitsubishi Trust and Banking $2,857,143 $5,028,571
Corporation
Societe Generale $2,857,143 $5,028,571
Van Kampen American Capital Prime Rate $2,000,000 $3,520,000
Income Trust
Bank of Montreal $1,428,571 $2,514,286
The Dai-Ichi Kangyo Bank, Ltd. $1,428,571 $2,514,286
The Fuji Bank, Limited, Atlanta Agency $1,428,571 $2,514,286
The Mitsubishi Bank, Limited $1,428,571 $2,514,286
The Yasuda Trust & Banking Co., Ltd. $1,428,571 $2,514,286
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Part 2 Amount to be Received by Assignors
Assignor Term Loans Revolving Loans
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Morgan Guaranty Trust Company $9,690,476 $17,055,237
First Union National Bank of North $8,615,079 $15,162,540
Carolina
Bank of America Illinois $7,503,968 $13,206,985
NationsBank, N.A. $3,095,238 $5,447,619
ABN AMRO Bank, N.V. $3,095,238 $5,447,619
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