[EXECUTION COPY]
AMENDMENT No. 2
AMENDMENT No. 2 dated as of December 4, 2002 (this "Amendment"), among
CIRCOR INTERNATIONAL, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Company"); each of the Subsidiary
Guarantors referred to therein (collectively, the "Subsidiary Guarantors"); each
of the lenders that is a signatory hereto (individually, a "Lender" and,
collectively, the "Lenders"); and ING CAPITAL LLC, a Delaware limited liability
company, as agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Agent").
The Company, the Subsidiary Guarantors, certain of the Lenders and the
Agent are parties to a Credit Agreement dated as of October 18, 1999 (as
heretofore modified and supplemented and in effect on the date hereof, the
"Credit Agreement"). Banca Nazionale del Lavoro S.P.A., Banknorth, N.A. and
KeyBank National Association (collectively, the "New Lenders") wish to become
parties to the Credit Agreement as "Lenders" thereunder, and the Company, the
Subsidiary Guarantors, the Lenders and the Agent wish to amend the Credit
Agreement in certain respects and, accordingly, the parties hereto hereby agree
as follows:
SECTION 1. Definitions. Except as otherwise defined in this Amendment,
terms defined in the Credit Agreement are used herein as defined therein.
SECTION 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. Definitions. Section 1.01 of the Credit Agreement shall be
amended by amending and restating the following definitions (and by replacing
the definition of "Net Worth" with the following definition of "Tangible Net
Worth") and inserting them in the appropriate alphabetical order:
"Applicable Commitment Fee Percentage" shall mean, with
respect to Revolving Credit Loans, 0.200% per annum; provided, that if,
as at the last day of any fiscal quarter of the Company, commencing
with the fiscal quarter ending December 31, 2002, the Leverage Ratio
shall fall within any of the ranges set forth in Schedule Z below then,
subject to the delivery to the Agent no later than 45 days (or, in the
case of the fiscal quarter ending on December 31, 2002, no later than
120 days) after the end of such fiscal quarter of a certificate of a
senior financial officer of the Company demonstrating such fact
(together with, solely in the case of the fiscal quarter ending
December 31, 2002, the audited financial statements for fiscal year
ending on such date required to be furnished to the Lenders pursuant to
Section 9.01(b) hereof), the "Applicable Commitment Fee Percentage" for
Revolving Credit Loans shall be the percentage per annum set forth
opposite such range in such Schedule Z during the period commencing on
the date of
receipt of such certificate (and such financial statements, if
applicable) to but not including the earlier of (x) the date such a
certificate is delivered by the Company with respect to the Leverage
Ratio as at the end of the immediately following fiscal quarter and (y)
45 days after the end of such immediately following fiscal quarter
(except that notwithstanding the foregoing, the Applicable Commitment
Fee Percentage shall equal 0.350% per annum for any fiscal quarter
during which an Event of Default shall have occurred and be
continuing):
Schedule Z
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Leverage Ratio Commitment Fee
Fee Percentage (% p.a.)
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Less than 0.75 0.150%
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Equal to or greater than 0.75 0.200%
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Equal to or greater than 1.50 0.250%
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Equal to or greater than 2.00 0.300%
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Equal to or greater than 2.50 0.350%
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"Applicable Margin" shall mean, with respect to Base Rate
Loans 0.000% and with respect to Eurodollar Loans 0.875% per annum;
provided, that if, as at the last day of any fiscal quarter of the
Company, commencing with the fiscal quarter ended December 31, 2002,
the Leverage Ratio shall fall within any of the ranges set forth in
Schedule X below then, subject to the delivery to the Agent no later
than 45 days (or, in the case of the fiscal quarter ending on December
31, 2002, no later than 120 days) after the end of such fiscal quarter
of a certificate of a senior financial officer of the Company
demonstrating such fact (together with, solely in the case of the
fiscal quarter ending on December 31, 2002, the audited financial
statements for fiscal year ended on such date required to be furnished
to the Lenders pursuant to Section 9.01(b) hereof), the "Applicable
Margin" shall be the percentage per annum set forth opposite such range
in such Schedule X during the period commencing on the date of receipt
of such certificate (and such financial statements, if applicable) to
but not including the earlier of (x) the date such a certificate is
delivered by the Company with respect to the Leverage Ratio as at the
end of the immediately following fiscal quarter and (y) 45 days after
the end of such immediately following fiscal quarter (except that,
notwithstanding the foregoing, the Applicable Margin for any such Loan
shall not as a consequence of this proviso be so reduced for any period
during which an Event of Default shall have occurred and be
continuing):
SCHEDULE X
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Applicable Margin (% p.a.)
---------------------------- ----------------------------------------------------------
Eurodollar Loans Base Rate Loans
Leverage
---------------------------- ---------------------------- -----------------------------
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---------------------------- ---------------------------- -----------------------------
Ratio
---------------------------- ---------------------------- -----------------------------
Less than 0.75 0.625% 0.0%
---------------------------- ---------------------------- -----------------------------
Equal to or greater than 0.875% 0.0%
0.75
---------------------------- ---------------------------- -----------------------------
Equal to or greater than 1.125% 0.0%
1.50
---------------------------- ---------------------------- -----------------------------
Equal to or greater than 1.375% 0.0%
2.00
---------------------------- ---------------------------- -----------------------------
Equal to or greater than 1.625% 0.250%
2.50
---------------------------- ---------------------------- -----------------------------
"Confidential Information" shall mean (a) any financial
information with respect to the Company or any of its Subsidiaries, (b)
any written or verbal communication or information pertaining to any of
the following: (i) any potential or actual acquisitions or joint
ventures, (ii) any potential or actual divestitures of Property, (iii)
any actual or threatened litigation, government investigations, or
other contingent liabilities, (iv) any potential changes in the
composition of the Board of Directors of the Company, and any potential
changes in the senior management of the Company, (v) any financing
initiatives and any changes to the Company's capital structure, and
(vi) any discussions pertaining to any merger or change in control of
the Company, and (c) any other information that is identified by the
Company as being confidential at the time the same is delivered to the
Lenders or the Agent.
"EBITDA" shall mean, for any period, the sum, for the Company
and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following:
(a) Net Income (calculated before taxes, Interest
Expense, Specified Restructuring Charges, extraordinary or
unusual items and income or loss attributable to the equity in
Affiliates) for such period, plus
(b) depreciation and amortization (to the extent
deducted in determining Net Income) for such period.
"Leverage Ratio" shall mean, as at any date, the ratio of
the following:
(a) the sum of the following:
(x) the aggregate amount of Indebtedness of
the Company and its Subsidiaries outstanding on such
date, minus
(y) solely for the purposes of calculating
the Applicable Margin, the excess (if any) of (i) the
aggregate amount of cash and cash equivalents of the
Company on such date (as set forth in Company's
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public filings made pursuant to the Securities
Exchange Act of 1934), over (ii) $5,000,000, to
(b) EBITDA for the four consecutive fiscal
quarters ended on or most recently prior to such
date.
"Permitted Write-up" shall mean a write-up (in accordance with
GAAP) in the book value of assets acquired in an acquisition made
pursuant to Section 9.05(b)(iv) hereof.
"Post-Default Rate" shall mean, in respect of any principal of
any Loan or any other amount under this Agreement, any Note or any
other Basic Document, a rate per annum equal to equal to the following:
(x) in the case of Base Rate Loans, 2% plus the
Applicable Margin for Base Rate Loans, plus the Base Rate (as
in effect from time to time),
(y) in the case of Eurodollar Loans, 2% plus the
Applicable Margin for Eurodollar Loans, plus the Eurodollar
Rate for such Loan, and
(z) if not a Loan, 2% plus the Applicable Margin for
Base Rate Loans plus the Base Rate (as in effect from time to
time).
"Revolving Credit Commitment" shall mean, for each Lender, the
obligation of such Lender to make Revolving Credit Loans in an
aggregate principal amount at any one time outstanding up to but not
exceeding the amount set opposite the name of such Lender on the
signature pages to Amendment No. 2 hereto under the caption "Revolving
Credit Commitment." The aggregate principal amount of the Revolving
Credit Commitments on the date of Amendment No. 2 hereto is
$75,000,000.
"Revolving Credit Commitment Termination Date" shall mean
December 2, 2006.
"Specified Restructuring Charges" shall mean, for any period,
non-recurring restructuring or special charges taken (in accordance
with GAAP) in connection with plant closings and/or the consolidation
of operations that consist of (a) charges for severance payments, (b)
charges for moving and relocation expenses, and (c) non-cash charges
for the write-downs of the book value of assets.
"Tangible Net Worth" shall mean, as at any date for any
Person, the sum for such Person and its Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following:
(a) the amount of capital stock, plus
(b) the amount of surplus and retained earnings (or,
in the case of a surplus or retained earnings deficit, minus
the amount of such deficit), minus
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(c) the sum of the following (without duplication of
deductions in respect of items already deducted in arriving
at surplus and retained earnings): cost of treasury shares
and the book value of all assets which should be classified
as intangibles but in any event including goodwill, minority
interests, research and development costs, trademarks, trade
names, copyrights, patents and franchises, unamortized debt
discount and expense, all reserves and any write-up in the
book value of assets (other than a Permitted Write-up)
resulting from a revaluation thereof subsequent to June 30,
2002.
2.02. Changes of Commitments. Section 2.03 of the Credit Agreement
shall be amended by adding the following new Section 2.03(e):
"(e) (i) The Company shall have the right from time to time,
without the consent of the Lenders but subject to the approval of the
Agent (which approval shall not be unreasonably withheld), to increase
the aggregate amount of the Revolving Credit Commitments by adding as
parties to this Agreement one or more commercial banks or other
financial institutions to provide additional Revolving Credit
Commitments; provided that
(A) no added Revolving Credit Commitment shall be
less than $5,000,000,
(B) no added Revolving Credit Commitment pursuant to
this Section 2.03(e) shall result in aggregate amount of the
Revolving Credit Commitments exceeding $100,000,000,
(C) there shall exist no Default or Event of Default
immediately prior to and immediately after giving effect to
such added Revolving Credit Commitment, and
(D) there shall have been no reduction of Revolving
Credit Commitments pursuant to Section 2.03(b) hereof.
The Company shall deliver to the Agent by no later than noon New York
time on the fifth Business Day preceding the proposed effective date of
any such increase in the Revolving Credit Commitment each of the
following items with respect to each new Lender:
(x) a written notice of the Company's intention to
increase the aggregate amount of the Revolving Credit
Commitments pursuant to this Section 2.03(e), which shall
specify each new Lender, and such other information regarding
any such new Lender as is reasonably requested by the Agent;
(y) an Added Lender Agreement for each such new
Lender, substantially in the form of Exhibit A to Amendment
No. 2 hereof, executed and delivered by such new Lender, the
Company and the Agent; and
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(z) if requested by the applicable Lender, Notes with
respect to such added Revolving Credit Commitments shall have
been executed and delivered by the Company.
(ii) Upon receipt of the notice referred to in clause (i)(x)
above, the Agent shall promptly notify each Lender thereof. Upon
execution and delivery of the documents referred to in clause (i)
hereof, such new Lender shall constitute a "Lender" hereunder with a
Revolving Credit Commitment as specified therein. Immediately upon the
effectiveness of the addition of such new Lender under this Section
2.03(e) all the Revolving Credit Commitments shall, on the terms and
conditions hereof, be deemed to be reborrowed pro rata among all of the
Lenders (including the new Lenders) based on their Revolving Credit
Commitments as then in effect and the Agent will net out the
differences based on each Lender's pro rata share of the Revolving
Credit Commitments before and after giving effect to the increase in
the aggregate amount of the Revolving Credit Commitments. Each new
Lender (A) shall be deemed to have assumed such portion of such
Revolving Credit Loans and (B) shall fund to each other Lender on the
day of the increase in the Revolving Credit Commitments all Revolving
Credit Loans assigned to it by each such other Lender, as specified by
the Agent. The Company agrees to pay to the Lenders on demand any and
all amounts to the extent payable pursuant to Section 5.05 of the
Credit Agreement as a result of any such prepayment of the Revolving
Credit Loans occasioned by the foregoing increase in the Revolving
Credit Commitments."
2.03. Utilization Fee. The letter (a) shall be inserted immediately
before the words "The Company shall ..." in Section 2.04 of the Credit
Agreement, and the following new Section 2.04(b) shall be added to the Credit
Agreement immediately following Section 2.04(a):
"(b) Utilization Fee. The Company shall pay to the Agent for
account of each Lender a utilization fee on the daily average
outstanding amount of such Lender's Revolving Credit Loans for each
period during which the aggregate outstanding principal amount of the
Loans is greater than 50% of the aggregate amount of the Revolving
Credit Commitments at a rate per annum equal to 0.125%. Accrued
utilization fees with respect to each outstanding Loan shall be payable
in arrears on each date on which interest on such Loan is payable."
2.04. Mandatory Prepayment. Sections 2.09(b) and 2.09(d) of the Credit
Agreement shall be deleted in their entirety.
2.05. Certain Notices. Section 4.05 of the Credit Agreement shall be
amended by adding the following after the reference to "12:00 p.m. New York
time":
"(but, in the case of borrowings of, or conversions into, Base Rate
Loans, 10:00 a.m. New York time)"
In addition, the reference in the table in said Section to one Business Day's
notice for borrowings of, or conversions into, Base Rate Loans, shall be
replaced by a reference to "same day".
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2.06. Leverage Ratio. Section 9.10 of the Credit Agreement shall be
amended by replacing the reference therein to "3.50 to 1" with a reference to
"3.00 to 1" and by replacing the proviso thereto with the following:
"provided that, if any acquisition shall have been made after the
Closing Date pursuant to Section 9.05(b)(iv) hereof at any time during
the period of four consecutive fiscal quarters ending on the date for
which the Leverage Ratio is being calculated (the "Calculation
Period"), when calculating the Leverage Ratio on such date for purposes
of this Section 9.10, EBITDA shall be calculated on a pro forma basis
(to the extent permitted by Section 9.05(v)(iv) hereof) as if such
acquisition had been made on the first day of the Calculation Period."
2.07. Tangible Net Worth. Section 9.11 of the Credit Agreement of the
Credit Agreement shall be amended in its entirety to read as:
"9.11 Tangible Net Worth. The Company will not permit its
Tangible Net Worth as at the last day of any fiscal quarter of the
Company to be less than the sum of (a) $120,000,000 plus (b) 50% of Net
Income for each fiscal quarter of the Company ending after June 30,
2002 for which Net Income is a positive number."
2.08. Fixed Charges Coverage Ratio. Section 9.13 of the Credit
Agreement shall be amended in its entirety to read as:
"9.13 Fixed Charges Coverage Ratio. The Company will not
permit the Fixed Charges Coverage Ratio as at the last day of any
fiscal quarter of the Company to be less than 1.40 to 1."
2.09. Capital Expenditures. Section 9.14 of the Credit Agreement shall
be amended in its entirety to read as:
"9.14 Capital Expenditures. The Company will not permit the
aggregate amount of Capital Expenditures by the Company and its
Subsidiaries in any fiscal year of the Company to exceed $25,000,000."
2.10. Interest Rate Swap Protection. Section 9.15 of the Credit
Agreement shall be amended in its entirety to read as follows:
"9.15 Interest Rate Hedging. The Company will not permit the
aggregate outstanding principal amount of all Loans and all Senior
Notes (collectively, the "Outstanding Debt") that (a) does not bear
interest at a fixed rate, or (b) the interest rate on which is not
hedged, on terms and conditions reasonably satisfactory to the Agent,
by one or more Interest Rate Protection Agreements, to exceed 50% of
the Outstanding Debt at any time."
2.11. Lines of Business. Section 9.16 of the Credit Agreement shall be
amended in its entirety to read as:
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"9.16 Lines of Business. Neither the Company nor any of its
Subsidiaries will engage to any substantial extent in any line or lines
of business activity other than the business of manufacturing,
distributing and selling valves and related products, except as
otherwise permitted under Section 9.05(b)(iv)."
2.12. Events of Default. Section 10(h) of the Credit Agreement shall be
amended by inserting the following immediately after the phrase "$10,000,00 in
the aggregate":
"(except for judgment amounts to the extent that they are covered by
insurance)"
2.13. Confidentiality. Section 12.12(b) of the Credit Agreement shall
be amended by replacing the reference to "information supplied to it by Company
pursuant to this Agreement that is identified by such Person as being
confidential at the time the same is delivered to the Lenders or the Agent" with
a reference to "Confidential Information supplied to it by the Company pursuant
to this Agreement."
2.14. Revised Schedules. Each of Schedules II and VI to the Credit
Agreement is hereby amended and restated (and accepted by the Lenders) to read
as Schedules II and VI to this Amendment No. 2.
SECTION 3. Representations and Warranties. The Company and the
Subsidiary Guarantors represent and warrant to the Lenders that the
representations and warranties set forth in Section 8 of the Credit Agreement
(after giving effect to the amendments to the Credit Agreement provided for by
this Amendment No. 2) are true and complete on the date hereof as if made on and
as of the date hereof and as if each reference in said Section 8 to "this
Agreement" included reference to this Amendment (or, if any such representation
and warranty is expressly to be made as of a specific date, as of such specific
date).
SECTION 4. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
4.01. Execution by All Parties. This Amendment No. 2 shall have been
executed and delivered by each of the parties hereto.
4.02. Notes and Initial Loans. The Company shall have delivered to the
Agent for each of the New Lenders a promissory note of the Company in
substantially the form of Exhibit A-1 to the Credit Agreement, dated the date of
the Notes delivered pursuant to Section 2.07 of the Credit Agreement, payable to
the order of such Lender in a principal amount equal to its Revolving Credit
Commitment and otherwise duly completed, and each of such promissory notes (a
"New Note") shall constitute a "Note" under the Credit Agreement as amended
hereby. In addition, the Company shall have borrowed from, and each of the New
Lenders shall have made Revolving Credit Loans to, the Company, and
(notwithstanding the provisions of Section 4.02 of the Credit Agreement
requiring that prepayments be made ratably in accordance with the principal
amounts of the Revolving Credit Loans held by the Lenders) the Company shall
have prepaid Revolving Credit Loans (solely with proceeds of such Revolving
Credit Loans
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made by such New Lenders) made by the other Lenders in such amounts as shall be
necessary, together with accrued interest and any amounts payable under Section
5.05 of the Credit Agreement, so that after giving effect to such Revolving
Credit Loans and prepayments, the Revolving Credit Loans shall be held by the
Lenders pro rata in accordance with the respective amounts of their Revolving
Credit Commitments (as increased hereby).
4.03. Documents. The Agent shall have received the following documents,
each of which shall be satisfactory to the Agent in form and substance:
(1) Corporate Documents. Certified copies of the charter and
by-laws (or equivalent documents) of each Obligor (or, in the
alternative, a certification to the effect that none of such documents
has been modified since delivery thereof on the Closing Date pursuant
to the Credit Agreement) and of all corporate authority for each
Obligor (including, without limitation, board of director resolutions
and evidence of the incumbency of officers for each Obligor) with
respect to the execution, delivery and performance of this Amendment
No. 2 and the Credit Agreement as amended hereby and the extensions of
credit under the Credit Agreement as amended hereby, the New Notes and
each other document to be delivered by each Obligor from time to time
in connection with the Credit Agreement as amended hereby (and the
Agent and each Lender may conclusively rely on such certificate until
it receives notice in writing from each Obligor to the contrary).
(2) Opinion of Counsel to the Obligors. An opinion of Goodwin,
Procter LLP, counsel to the Obligors, with respect to the Credit
Agreement as amended by this Amendment No. 2.
(3) Other Documents. Such other documents as the Agent or any
Lender or special New York counsel to ING may reasonably request.
4.04. Fees. The Agent shall have received from the Company the fees
that the Company shall have agreed to pay in connection with this Amendment No.
2.
SECTION 5. Joinder. Effective as of the date hereof, each of Tomco
Products, Inc., U.S. Para Plate Corporation, Hoke-International, Ltd., Circor
Securities Corp., Circor Business Trust, and Circor German Holdings LLC agrees
that it shall be a "Subsidiary Guarantor" and an "Obligor" under the Credit
Agreement, and agrees to be bound by all of the provisions of the Credit
Agreement as a Subsidiary Guarantor and an Obligor.
SECTION 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart. This Amendment shall be governed
by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CIRCOR INTERNATIONAL, INC.
By /s/ Kenneth W. Smith
-----------------------------------------
Title: Vice President, CFO & Treasurer
SUBSIDIARY GUARANTORS
CIRCOR, INC.
By /s/ Kenneth W. Smith
-------------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
CIRCOR BUSINESS TRUST
By /s/ Kenneth W. Smith
-------------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
CIRCOR GERMAN HOLDINGS LLC
By /s/ David A. Bloss, Sr.
----------------------- -----------------
Name: David A. Bloss, Sr.
Title: Director
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CIRCOR IP HOLDING CO.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
CIRCLE SEAL CONTROLS, INC.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
CIRCLE SEAL CORPORATION
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
CIRCOR SECURITIES CORP.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
HOKE, INC.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
HOKE-INTERNATIONAL, LTD.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
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KF INDUSTRIES, INC.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
KF SALES CORPORATION
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
LESLIE CONTROLS, INC.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
SPENCE ENGINEERING COMPANY, INC.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
TOMCO PRODUCTS, INC.
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
U.S. PARA PLATE CORPORATION
By /s/ Kenneth W. Smith
----------------------------------------
Name: Kenneth W. Smith
Title: Vice President & Treasurer
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Revolving Credit Commitment: ING CAPITAL LLC
- ---------------------------
$25,000,000
By /s/ Thomas R. Hobbis
--------------------------------
Name: Thomas R. Hobbis
Title: Director
Revolving Credit Commitment: BANKNORTH, N.A.
- ---------------------------
$20,000,000
By /s/ Jon R. Sundstrom
--------------------- ---------
Name: Jon R. Sundstrom
Title: Senior Vice President
Revolving Credit Commitment: KEYBANK NATIONAL ASSOCIATION
- ---------------------------
$20,000,000
By /s/ Lisa Hudson
-------------------------------
Name: Lisa Hudson
Title: Vice President
Revolving Credit Commitment: BANCA NAZIONALE DEL LAVORO S.P.A.
- ---------------------------
$10,000,000
By /s/ Leonardo Valentini
------------------------------
Name: Leonardo Valentini
Title: First Vice President
By /s/ Francesco Di Mario
------------------------------
Name: Francesco Di Mario
Title: Vice President
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ING CAPITAL LLC, as Agent
By /s/ Thomas R. Hobbis
-----------------------------------------
Name: Thomas R. Hobbis Title: Director
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EXHIBIT A
FORM OF ADDED LENDER AGREEMENT
Date:
------------------------------
ING Capital LLC
as Agent
55 East Fifty-second Street
New York, New York 10022
Circor International, Inc.
35 Corporate Drive
Burlington, Massachusetts 01803
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of October 18, 1999 (as
amended, restated, modified, supplemented or renewed from time to time, the
"Credit Agreement") among Circor International, Inc. (the "Borrower"), the
Lenders referred to therein, and ING Capital LLC, as agent (in such capacity,
the "Agent"). Terms defined in the Credit Agreement are used herein as therein
defined.
This Added Lender Agreement is made and delivered pursuant to Section
2.03(e) of the Credit Agreement.
Subject to the terms and conditions of Section 2.03(e) of the Credit
Agreement, _________________________________ (the "Added Lender") will become a
party to the Credit Agreement as a Lender, with a Revolving Credit Commitment
equal to $_______________ , on __________ , 200__ (the "Increased Commitment
Date"). The Added Lender hereby confirms and agrees that with effect on and
after the Increased Commitment Date, the Added Lender shall be and become a
party to the Credit Agreement as a Lender and have all of the rights and be
obligated to perform all of the obligations of a Lender thereunder with a
Commitment in the amount set forth above.
Effective on the Increased Commitment Date, the Added Lender (i)
accepts and assumes from the other Lenders, without recourse, such assignment of
Revolving Credit Loans as shall be necessary to effectuate the adjustments in
the outstanding aggregate amount of the Revolving Credit Loans contemplated by
Section 2.03(e) of the Credit Agreement, and (ii) agrees to fund on the
Increased Commitment Date such assumed amounts of Revolving Credit Loans to the
Agent for the account of the assigning Lenders in accordance with the provisions
of the Credit Agreement, in the amount notified to the Added Lender by the
Agent.
The following administrative details apply to the Added Lender:
(A) Lending Office(s):
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Lender name: ------------------------------
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Lender name: ----------------------------------
Address: ----------------------------------
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Attention: ----------------------------------
Telephone: ( )
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Facsimile: ( )
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Lender name: ----------------------------------
Address: ----------------------------------
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Attention: ----------------------------------
Telephone: ( )
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Facsimile: ( )
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(B) Notice Address:
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Lender name: ----------------------------------
Address: ----------------------------------
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Attention: ----------------------------------
Telephone: ( )
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Facsimile: ( )
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(C) Payment Instructions:
Account No.: ----------------------------------
At: ----------------------------------
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Reference: ----------------------------------
Attention: ----------------------------------
This Added Lender Agreement shall constitute a Basic Document under the
Credit Agreement.
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THIS ADDED LENDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the Added Lender has caused this Added Lender Agreement
to be duly executed and delivered in ________________, 200__, by its duly
authorized officer as of the day and year first above written.
[ADDED LENDER]
By:
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Title:
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CONSENTED TO as of :
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CIRCOR INTERNATIONAL, INC.
By:
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Title:
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ING CAPITAL LLC,
as Agent
By:
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Title:
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18