Exhibit 10.2.1
THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
May 15, 2006
PEI Holdings, Inc.
680 North Lakeshore Drive
Chicago, Illinois 60611
Ladies and Gentlemen:
Reference is hereby made to that certain Amended and Restated Credit
Agreement, dated as of April 1, 2005, among PEI Holdings, Inc., a Delaware
corporation ("Borrower"), the financial institutions from time to time party
thereto (the "Lenders"), and Bank of America, N.A., as Agent for the Lenders
("Agent") (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings provided to such terms in the Credit
Agreement.
Borrower has requested that Agent and Lenders agree to amend the
Credit Agreement in certain respects, and Agent and Lenders have agreed to such
amendments, on the terms, and subject to the conditions, contained herein.
Therefore, Borrower, Agent and Lenders hereby agree as follows:
1. Amendment to Credit Agreement. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended
by supplementing the schedules attached thereto with the information in the
schedules attached hereto.
2. Scope. Except as amended hereby, the Credit Agreement remains
unchanged and in full force and effect.
3. Effectiveness. This Third Amendment to Amended and Restated
Credit Agreement (this "Amendment") shall be effective upon receipt by Agent of
fully executed originals of this Amendment and each other document listed in
Part IV of the Closing Checklist attached as Exhibit A hereto.
4. Severability. If any provision of this Amendment or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Amendment and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid, or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.
6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT BORROWER,
AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
[Signatures follow on next page.]
-2-
Very truly yours,
BANK OF AMERICA, N.A., as Agent
By David A. Johanson
Its Vice President
BANK OF AMERICA, N.A., as a Lender
By Craig W. McQuire
Its Senior Vice President
LASALLE BANK NATIONAL ASSOCIATION,
as a Lender
By Illegible
Its Assistant Vice President
ACKNOWLEDGED AND AGREED TO
THIS 15th DAY OF MAY 2006:
PEI HOLDINGS, INC., as Borrower
By Robert Campbell
Its Treasurer
Signature Page to Third Amendment to
A/R Credit Agreement
EXHIBIT A
CLOSING CHECKLIST
See attached.
SCHEDULES TO CREDIT AGREEMENT