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EXHIBIT 10.16
THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT AND LIMITED WAIVER
Third Amendment and Limited Waiver dated as of December 16, 2003 to
Revolving Credit Agreement (the "THIRD AMENDMENT"), by and among WATTS REGULATOR
CO., a Massachusetts corporation (the "DOMESTIC BORROWER"), WATTS INDUSTRIES
EUROPE B.V., a private company with limited liability organized under the laws
of The Netherlands (the "FOREIGN BORROWER", and together with the Domestic
Borrower, the "BORROWERS" and each individually, a "BORROWER"), and FLEET
NATIONAL BANK and the other lending institutions listed on SCHEDULE 1 to the
Credit Agreement (as hereinafter defined) (the "LENDERS"), amending certain
provisions of the Revolving Credit Agreement dated as of February 28, 2002 (as
amended and in effect from time to time, the "CREDIT AGREEMENT") by and among
the WATTS WATER TECHNOLOGIES, INC. (F/K/A WATTS INDUSTRIES, INC.), a Delaware
corporation (the "PARENT"), the Borrowers, the Lenders, and FLEET NATIONAL BANK
in its capacity as administrative agent for the Lenders (the "ADMINISTRATIVE
AGENT"). Terms not otherwise defined herein which are defined in the Credit
Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrowers and the Lenders have agreed to modify certain terms
and conditions of the Credit Agreement and waive certain terms of the Credit
Agreement, in each case as specifically set forth in this Third Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT. Section 1 of
the Credit Agreement is hereby amended by inserting the following definitions
in the following alphabetical order:
DECEMBER CLASS A OFFERING. That certain Equity Issuance consisting
of the underwritten public offering of approximately 4,600,000 shares of
the Parent's Class A common stock consummated on or about December 16,
2003 pursuant to which the Parent received Net Cash Equity Issuance
Proceeds of approximately $82,400,000.
WATTS FLOWMATIC. Watts Flowmatic, Inc., a Delaware corporation and
wholly-owned Subsidiary of the Domestic Borrower.
SECTION 2. AMENDMENT TO SECTION 3 OF THE CREDIT AGREEMENT. Section
3.2.2(b) of the Credit Agreement is hereby amended by inserting immediately
after the words "Net Cash Equity
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Issuance Proceeds in excess of $50,000,000 from Equity Issuances" a comma and
the words "other than the Net Cash Equity Issuance Proceeds received in
connection with the December Class A Offering".
SECTION 3. AMENDMENT TO SECTION 7 OF THE CREDIT AGREEMENT. Section 7.15
of the Credit Agreement is hereby amended by inserting immediately at the end of
the first sentence thereof a semicolon and the words "PROVIDED, HOWEVER,
notwithstanding the foregoing, the Parent shall not be required to cause Watts
Flowmatic to become a Guarantor hereunder, and otherwise comply with the
provisions of this Section 7.15(a), until February 15, 2004".
SECTION 4. LIMITED WAIVER. Pursuant to Section 7.14 of the Credit
Agreement, if, after the Closing Date, the Parent or any of its Subsidiaries
creates or acquires, either directly or indirectly, any Subsidiary, it will
promptly (but in any event no later than five (5) days after such creation or
acquisition) notify the Administrative Agent of such creation or acquisition, as
the case may be, and provide the Administrative Agent and the Lenders with an
updated SCHEDULE 6.18(a) thereto. Martin Orgee UK Ltd. became a Subsidiary on
April 18, 2003, Giuliani Anello S.r.l became a Subsidiary on July 30, 2003, and
Watts Flowmatic became a Subsidiary on November 19, 2003 (each such event being
hereinafter referred to as a "SUBSIDIARY CREATION EVENT" and the date on which
such Subsidiary became a Subsidiary being hereinafter referred to as a
"SUBSIDIARY CREATION DATE"). To the extent the Parent or any Subsidiary failed
to notify the Administrative Agent and the Lenders of each such creation or
acquisition as required by Section 7.14 of the Credit Agreement and failed to
provide the Administrative Agent and the Lenders with an updated SCHEDULE
6.18(a), the Administrative Agent and the Lenders hereby waive such notice and
delivery requirements of Section 7.14 of the Credit Agreement, retroactive to
each applicable Subsidiary Creation Date, but only as it pertains to each such
Subsidiary Creation Event (and not any other creation or acquisition of any
other Subsidiary) and only to the extent that the Administrative Agent receive
the updated SCHEDULE 6.18(a) referred to in Section 5 below. Nothing contained
herein shall be construed as a willingness on the part of the Administrative
Agent or the Lenders to grant any similar waivers in the future.
SECTION 5. CONDITIONS TO EFFECTIVENESS. This Third Amendment shall not
become effective until the Administrative Agent receives the following:
(a) a counterpart of this Third Amendment, executed by the Borrowers, the
Required Lenders and the Guarantors; and
(b) an updated Schedule 6.18(a), which schedule accurately reflects all
Subsidiaries of the Parent, together with the jurisdiction of
incorporation/formation and principal place of business or registered office of
each such Subsidiary.
SECTION 6. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby repeats,
on and as of the date hereof, each of the representations and warranties made by
it in [Section]6 of the Credit Agreement (except to the extent of changes
resulting from transactions contemplated or permitted by the Credit Agreement
and the other Loan Documents and changes occurring in the ordinary course of
business that singly or in the aggregate are not materially adverse, and to the
extent that such representations and warranties relate expressly to an earlier
date), PROVIDED, that all references therein to the Credit Agreement shall refer
to such Credit
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Agreement as amended hereby. In addition, each Borrower hereby
represents and warrants that the execution and delivery by such Borrower of this
Third Amendment and the performance by such Borrower of all of its agreements
and obligations under the Credit Agreement as amended hereby are within the
authority of such Borrower and have been duly authorized by all necessary action
on the part of such Borrower.
SECTION 7. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement , the other Loan Documents (which, for the avoidance of doubt,
shall included the Guaranties) and all documents, instruments and agreements
related thereto are hereby ratified and confirmed in all respects and shall
continue in full force and effect. The Credit Agreement and this Third Amendment
shall be read and construed as a single agreement. All references in the Credit
Agreement or any related agreement or instrument to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended hereby.
SECTION 8. NO WAIVER. Nothing contained herein shall constitute a waiver
of, impair or otherwise affect any Obligations, any other obligation of the
Borrowers or any rights of the Administrative Agent or the Lenders consequent
thereon.
SECTION 9. COUNTERPARTS. This Third Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.
SECTION 10. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as a document under seal as of the date first above written.
WATTS REGULATOR CO.
By: /s/ WILLIAM C. MCCARTNEY
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Name: William C. McCartney
Title: Chief Financial Officer
WATTS INDUSTRIES EUROPE B.V.
By: /s/ JOHAN VAN KOUTERIK
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Name: Johan van Kouterik
Title: Finance Director
FLEET NATIONAL BANK
By: /s/ CHRISTOPHER J. WICKLES
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Name: Christopher J. Wickles
Title: Director
BANK OF AMERICA, N.A.
By: /s/ JONATHAN M. PHILLIPS
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Name: Jonathan M. Phillips
Title: Vice President
CITIZENS BANK OF MASSACHUSETTS
By: /s/ STEPHANIE EPKINS
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Name: Stephanie Epkins
Title: Vice President
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MELLON BANK, N.A.
By: _________________________________
Name:
Title:
WACHOVIA BANK, NA SUCCESSOR TO FIRST UNION NATIONAL BANK
By: /s/ SARAH T. WARREN
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Name: Sarah T. Warren
Title: Director
BROWN BROTHERS HARRIMAN & CO.
By: ________________________________
Name:
Title:
JPMORGAN CHASE BANK
By: /s/ A. NEIL SWEENEY
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Name: A. Neil Sweeney
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ THOMAS J. PURCELL
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Name: Thomas J. Purcell
Title: Senior Vice President
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors (the "GUARANTORS") hereby
acknowledges and consents to the foregoing Third Amendment as of December 16,
2003, and agrees that each of (a) the Guaranty dated as of February 28, 2002
from the Parent and each Domestic Subsidiary; (b) the Guaranty dated as of
February 28, 2002 from Watts Ocean B.V.; (c) the Guaranty dated as of February
28, 2002 from Watts Cazzaniga Spa; (d) the Guaranty dated as of April 22, 2002
from Watts Intermes Srl and (e) the Guaranty dated as of June 30, 2002 from
Hunter Innovations, Inc. remains in full force and effect, and each such
Guarantor confirms and ratifies all of its obligations thereunder.
WATTS WATER TECHNOLOGIES, INC.
By: /s/ WILLIAM C. MCCARTNEY
Title: Chief Financial Officer
WATTS PREMIER, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
WATTS SPACEMAKER, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
WATTS RADIANT, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
ANDERSON-BARROWS METALS CORPORATION
By: /s/ WILLIAM C. MCCARTNEY
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Title:
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WATTS DRAINAGE PRODUCTS, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
WEBSTER VALVE, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
WATTS DISTRIBUTION COMPANY, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
JAMECO INDUSTRIES, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
WATTS OCEAN B.V.
By: /s/ JOHAN VAN KOUTERIK
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Title: Director
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WATTS CAZZANIGA SPA
By: /s/ JOHAN VAN KOUTERIK
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Title: Director
WATTS INTERMES SRL
By: /s/ JOHAN VAN KOUTERIK
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Title: Director
HUNTER INNOVATIONS, INC.
By: /s/ WILLIAM C. MCCARTNEY
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Title:
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