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EXHIBIT 10.47.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment") is entered into
as of March 23, 2001, by and among WESTERN DIGITAL CORPORATION ("Borrower"), the
other Credit Parties party thereto, the lenders from time to time signatory
thereto (each individually a "Lender" and collectively the "Lenders"), GENERAL
ELECTRIC CAPITAL CORPORATION, as administrative agent for Lenders (in such
capacity, "Agent"), and BANK OF AMERICA, N.A., as documentation agent for
Lenders ("Documentation Agent"; Agent and Documentation Agent are collectively
referred to as "Co-Agents" and each, a "Co-Agent").
RECITALS
A. Borrower, the other Credit Parties party thereto, Lenders, and
Co-Agents have entered into that certain Credit Agreement dated as of September
20, 2000, as amended by that certain First Amendment to Credit Agreement dated
as of March 8, 2001 (collectively, "Credit Agreement"), pursuant to which
Co-Agents and Lenders are providing financial accommodations to or for the
benefit of Borrower upon the terms and conditions contained therein. Unless
otherwise defined herein, capitalized terms or matters of construction defined
or established in Annex A to the Credit Agreement shall be applied herein as
defined or established therein.
B. Borrower has requested that Co-Agent and Lenders make certain
amendments to the Credit Agreement and other Loan Documents, and Co-Agent and
Lenders are willing to do so subject to the terms and conditions of this
Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the continued performance by
Borrower and each other Credit Party of their respective promises and
obligations under the Credit Agreement and the other Loan Documents, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Borrower, the other Credit Parties signatory hereto,
Lenders, and Co-Agents hereby agree as follows:
1. Ratification and Incorporation of Credit Agreement and Other Loan
Documents. Except as expressly modified under this Amendment, (a) each Credit
Party hereby acknowledges, confirms, and ratifies all of the terms and
conditions set forth in, and all of its obligations under, the Credit Agreement,
and (b) all of the terms and conditions set forth in the Credit Agreement are
incorporated herein by this reference as if set forth in full herein.
2. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:
(a) The following new definitions of "Capital Expenditure
Allocation," "Combined Expenditures" and "New Venture Investments" are added to
Annex A of the Credit Agreement:
"Capital Expenditure Allocation" shall have the meaning assigned
to it in Annex G.
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"Combined Expenditures" shall mean, with respect to any Person
at any date, the sum of such Person's Capital Expenditures and New
Venture Investments as of such date.
"New Venture Investments" shall mean, with respect to any Person
at any date, the aggregate amount of loans, advances, investments
and payments by such Person to or in all Excluded Subsidiaries as of
such date.
(b) The definition of "Excluded Subsidiary" in Annex A of the Credit
Agreement is hereby deleted in its entirety and the following is substituted
therefore:
"Excluded Subsidiaries" shall mean Connex, SageTree, Pacifica,
Cameo Technologies, Inc, a Delaware corporation formerly known as
WDC.NET, Inc., Keen Personal Media, Inc., a Delaware corporation,
Keen Personal Technologies, Inc., a Delaware corporation,
SANavigator, Inc., a Delaware corporation, Western Digital Ventures,
Inc., a Delaware corporation, and Targets that become "Excluded
Subsidiaries" in accordance with the provisions of Section 6.1.
(c) Paragraph (a) of Annex G to the Credit Agreement is hereby
deleted in its entirety and the following is substituted therefor:
(a) Maximum Combined Expenditures. Borrower and its Subsidiaries
(other than the Excluded Subsidiaries) on a consolidated basis shall not make
aggregate Combined Expenditures that exceed the Maximum Combined Expenditures
amount set forth opposite such periods:
(A) (B) (C) (D)
Capital Expenditure Maximum Combined
No. Period Allocation Expenditures
--- ------------------------ ------------------- ----------------
1 7/1/00 through 9/29/00 $10,000,000 $ 25,000,000
2 7/1/00 through 12/29/00 $26,000,000 $ 56,000,000
3 7/1/00 through 3/30/01 $41,000,000 $ 86,000,000
4 7/1/00 through 6/29/01 $55,000,000 $115,000,000
5 9/30/00 through 9/28/01 $66,000,000 $124,000,000
6 12/30/00 through 12/28/01 $65,000,000 $121,000,000
7 3/31/01 through 3/29/02 $63,000,000 $116,000,000
8 6/30/01 through 6/28/02 $60,000,000 $110,000,000
9 9/29/01 through 9/27/02 $57,000,000 $106,000,000
10 12/29/01 through 12/27/02 $58,000,000 $106,000,000
11 3/30/02 through 3/28/03 $61,000,000 $108,000,000
12 6/29/02 through 6/27/03 $65,000,000 $110,000,000
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provided; that, beginning with the Fiscal Year ending 6/29/01 and for each
Fiscal Year thereafter, to the extent that the capital expenditure allocation
identified in column (C) above (the "Capital Expenditure Allocation") for any
such Fiscal Year (i.e., Year 1) exceeds the amount of Capital Expenditures
actually made by Borrower and such Subsidiaries during such Fiscal Year (such
excess being the "Excess Amount"), then the amount of permitted Capital
Expenditures for each period above that ends during the immediately succeeding
Fiscal Year (i.e., Year 2) will be increased by the positive amount (the "Carry
Over Amount") equal to (i) the lesser of (A) the Excess Amount and (B) 25% of
the amount of the Capital Expenditure Allocation for such Fiscal Year (i.e.,
Year 1), minus (ii) that portion of the Excess Amount, if any, expended during a
previous period during such succeeding Fiscal Year. For purposes of measuring
compliance herewith, the Carry Over Amount shall be deemed to be the last amount
spent on Capital Expenditures in any Fiscal Quarter.
(d) The following is hereby added as paragraph (d) of Annex G to the
Credit Agreement:
(d) Borrower and its Subsidiaries (other than the Excluded
Subsidiaries) on a consolidated basis shall not make New Venture
Investments in an aggregate amount that exceed $60,000,000 at any
time for the 12-month period then ended.
(e) The following is hereby added as paragraph (e) of Annex G to
the Credit Agreement:
(e) Borrower and its Subsidiaries (other than the Excluded
Subsidiaries) on a consolidated basis shall not make aggregate
Capital Expenditures that exceed the total EBITDA for Borrower and
its Subsidiaries on a consolidated basis, in each case for the
12-month period then ended (or with respect to each of the Fiscal
Quarters ending on or prior to March 30, 2001, the period commencing
on July 1, 2000, and ending on the last day of such Fiscal Quarter);
provided, that with respect to the nine month period from July 1,
2000, through March 30, 2001, of the 2001 Fiscal Year, the aggregate
Capital Expenditures of Borrower and its Subsidiaries (other than
the Excluded Subsidiaries) for such period shall not exceed the sum
of (i) EBITDA for Borrower and its Subsidiaries (other than the
Excluded Subsidiaries) for such period on a consolidated basis plus
(ii) $5,000,000.
3. Consent under Credit Agreement. Pursuant to Section 6.1 of the Credit
Agreement, Borrower is prohibited from forming or acquiring any Subsidiary (with
certain exceptions) unless Co-Agents and Requisite Lenders have given their
prior written consent thereto. At the request of Borrower, Co-Agents and
Requisite Lenders hereby consent to the formation by Borrower of Western Digital
Ventures, Inc., a Delaware corporation.
4. Conditions to Effectiveness. The effectiveness of this Amendment is
subject to satisfaction of each of the following conditions:
(a) receipt by Co-Agents of a copy of this Second Amendment duly
executed by Borrower, each of the other Credit Parties, Co-Agents and Requisite
Lenders; and
(b) the absence of any Defaults or Events of Default as of the date
hereof.
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5. Entire Agreement. This Amendment, together with the Credit Agreement
and the other Loan Documents, is the entire agreement between the parties hereto
with respect to the subject matter hereof. This Amendment supersedes all prior
and contemporaneous oral and written agreements and discussions with respect to
the subject matter hereof.
6. Representations and Warranties. Borrower and each other Credit Party
hereby represents and warrants that the representations and warranties contained
in the Credit Agreement were true and correct in all material respects when made
and, except to the extent that (a) a particular representation or warranty by
its terms expressly applies only to an earlier date or (b) Borrower or any other
Credit Party, as applicable, has previously advised Co-Agents in writing as
contemplated under the Credit Agreement, are true and correct in all material
respects as of the date hereof.
7. Reaffirmation by Guarantors. Each Credit Party that is also a
Guarantor, by its execution of this Amendment, consents to the terms hereof and
ratifies and reaffirms all of the provisions of the Guaranties.
8. Miscellaneous.
(a) Counterparts. This Amendment may be executed in identical
counterpart copies, each of which shall be an original, but all of which shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart thereof.
(b) Headings. Section headings used herein are for convenience of
reference only, are not part of this Amendment, and are not to be taken into
consideration in interpreting this Amendment.
(c) Recitals. The recitals set forth at the beginning of this
Amendment are true and correct, and such recitals are incorporated into and are
a part of this Amendment.
(d) Effect. Upon the effectiveness of this Amendment, from and after
the date hereof, each reference in the Credit Agreement to "this Agreement,"
"hereunder," "hereof," or words of like import shall mean and be a reference to
the Credit Agreement as amended hereby and each reference in the other Loan
Documents to the Credit Agreement, "thereunder," "thereof," or words of like
import shall mean and be a reference to the Credit Agreement as amended hereby.
(e) No Novation. Except as expressly provided in Sections 2 and 3 of
this Amendment, the execution, delivery, and effectiveness of this Amendment
shall not (i) limit, impair, constitute a waiver of, or otherwise affect any
right, power, or remedy of Co-Agents or any Lender under the Credit Agreement or
any other Loan Document, (ii) constitute a waiver of any provision in the Credit
Agreement or in any of the other Loan Documents, or (iii) alter, modify, amend,
or in any way affect any of the terms, conditions, obligations, covenants, or
agreements contained in the Credit Agreement or any other Loan Document, all of
which are ratified and affirmed in all respects and shall continue in full force
and effect.
(f) Conflict of Terms. In the event of any inconsistency between the
provisions of this Amendment and any provision of the Credit Agreement, the
terms and provisions of this Amendment shall govern and control.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Second Amendment to Credit Agreement has been
duly executed as of the date first written above.
GENERAL ELECTRIC CAPITAL CORPORATION,
as Administrative Agent and a Lender
By: /s/ ROBERT S. YASUDA
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Robert S. Yasuda
Duly Authorized Signatory
BANK OF AMERICA, N.A.,
as Documentation Agent and a Lender
By: /s/ STEPHEN E. ROSSI
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Name: Stephen E. Rossi
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Title: AVP
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THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: /s/ DALE GEORGE
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Name: Dale George
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Title: Vice President
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By: /s/ STEVEN M. SLAVIN
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Name: Steven M. Slavin
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Title: Vice President, Taxes &
Treasurer
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[Signatures Continued on Following Page]
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WESTERN DIGITAL (U.K.), LTD., a
corporation organized under the laws
of the United Kingdom
By: /s/ MICHAEL A. CORNELIUS
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Name: Michael A. Cornelius
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Title: Assistant Secretary
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WESTERN DIGITAL (I.S.) LIMITED,
a corporation organized under
the laws of Ireland
By: /s/ MICHAEL A. CORNELIUS
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Name: Michael A. Cornelius
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Title: Director
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