Exhibit 4.7
THIRD AMENDMENT
THIS THIRD AMENDMENT (this "Amendment") dated as of October 7, 2002 is
entered into among REGAL-BELOIT CORPORATION (the "Company"), the financial
institutions listed on the signature pages hereof (collectively, the "Banks"),
BANK OF AMERICA, N.A., as Documentation and Syndication Agent, and M&I MARSHALL
& ILSLEY BANK, as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the Company, the Banks, the Documentation and Syndication Agent
and the Administrative Agent are parties to a Credit Agreement dated as of
September 28, 2000 (as previously amended, the "Credit Agreement"; capitalized
terms used but not defined herein have the respective meanings ascribed thereto
in the Credit Agreement); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as
hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are herebyS
acknowledged, the parties hereto agree as follows:
SECTION 1 AMENDMENTS TO CREDIT AGREEMENT. Effective on the Amendment
Effective Date (as defined below), the Credit Agreement shall be amended as set
forth below.
1.1 Amendment to Definition of Commitment Amount. The definition of
"Commitment Amount" is amended in its entirety to read as follows:
Commitment Amount means $300,000,000, as such amount may be reduced or
increased from time to time pursuant to Section 6 or 12.
1.2 Amendment to Section 6.1.1. The chart listing scheduled reductions of
the Commitment Amount set forth in Section 6.1.1 is amended in its entirety to
read as follows:
Commitment Reduction Date Amount of Reduction
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January 1, 2005 $15,000,000.
1.3 Amendment to Section 6.1.4. Section 6.1.4 is amended by deleting the
reference to "December 30, 2003" therein and substituting "December 31, 2004"
therefor.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Banks and the Administrative Agent that:
2.1 Authorization; No Conflict. The execution and delivery by the Company
of this Amendment and the performance by the Company of its obligations under
the Credit Agreement as amended hereby (as so amended, the "Amended Credit
Agreement") have been duly authorized by all necessary corporate action
(including any necessary shareholder action), have received all necessary
governmental approval (if any shall be required), and do not and will not (a)
violate any provision of law or any order, decree or judgment of any court or
other government agency which is binding on the Company or any Guarantor, (b)
contravene or conflict with, or result in a breach of, any provision of the
certificate of incorporation, partnership agreement, by-laws or other
organizational documents of the Company or any Guarantor or of any agreement,
indenture, instrument or other document which is binding on the Company, any
Guarantor or any other Subsidiary or (c) result in, or require, the creation or
imposition of any Lien on any property of the Company, any Guarantor or any
other Subsidiary (other than Liens under the Pledge Agreement).
2.2 Validity and Binding Nature. This Amendment has been duly executed and
delivered by the Company, and this Amendment and the Amended Credit Agreement
are legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors' rights
generally and to general principles of equity.
2.3 Reaffirmation of Warranties. The warranties contained in Section 9 of
the Amended Credit Agreement (excluding Sections 9.8 and 9.17) are true and
correct on the date of this Amendment, except to the extent that such warranties
(a) solely relate to an earlier date or (b) are changed by circumstances or
events that do not constitute a breach of any covenant set forth in Section 10
of the Amended Credit Agreement.
SECTION 3 CONDITIONS PRECEDENT. This Amendment shall become effective on
the date (the "Amendment Effective Date") on which all of the following
conditions precedent have been satisfied:
3.1 Receipt of Counterparts. The Administrative Agent shall have received
counterpart originals of this Amendment, duly executed by the Company, the
Required Banks and the Administrative Agent. For purposes hereof, a facsimile
executed copy shall be treated as an original.
3.2 Confirmation. A confirmation, substantially in the form of Attachment 1
hereto, signed by each Guarantor.
3.3 No Default. No Event of Default or Unmatured Event of Default shall
have occurred and be continuing.
3.4 Certificate. The Administrative Agent shall have received a
certificate, dated such date as shall be acceptable to the Administrative Agent
and signed by an Executive Officer, as to the matters set forth in Sections 2.3
and 3.3.
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SECTION 4 Miscellaneous.
4.1 Expenses. The Company agrees to pay on demand all reasonable costs and
expenses of the Administrative Agent and the Documentation and Syndication Agent
(including fees, charges and expenses of counsel for the Administrative Agent
and the Documentation and Syndication Agent) in connection with the preparation,
negotiation, execution and delivery of this Amendment and all other instruments
or documents provided for herein or delivered or to be delivered hereunder or in
connection herewith. All obligations provided in this Section 4.1 shall survive
any termination of this Amendment and the Amended Credit Agreement.
4.2 Captions. Section captions used in this Amendment are for convenience
only and shall not affect the construction of this Amendment.
4.3 Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. Wherever possible each provision of
this Amendment shall be interpreted in such manner as to be effective and valid
under applicable laws, but if any provision of this Amendment shall be
prohibited by or invalid under such laws, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Amendment.
4.4 Counterparts. This Amendment may be executed in any number of
counterparts, and by the parties hereto on the same or separate counterparts,
and each such counterpart, when executed and delivered (including by facsimile),
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
4.5 References to Credit Agreement. Except as herein amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified in all
respects. On and after the effectiveness of the amendments to the Credit
Agreement accomplished hereby, each reference in the Amended Credit Agreement to
"this Agreement," "hereunder," "hereof," "herein" or words of like import, and
each reference to the Credit Agreement in any Note and in any other agreement,
document or other instrument executed and delivered pursuant to the Credit
Agreement, shall mean and be a reference to the Amended Credit Agreement.
4.6 Successors and Assigns. This Amendment shall be binding upon the
parties hereto and their respective successors and assigns, and shall inure to
the sole benefit of the parties hereto and the successors and assigns of the
Administrative Agent and the Banks.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the day and year first above written.
REGAL-BELOIT CORPORATION
By:
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Title: Vice President, Chief Financial Officer and
Secretary
M&I MARSHALL & ILSLEY BANK, as
Administrative Agent, Issuing Bank, Swing Line
Bank and as a Bank
By:
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Title:
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By:
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Title:
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BANK OF AMERICA, N.A., as Documentation
and Syndication Agent and as a Bank
By:
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Title:
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BANK ONE, NA (Main Office Chicago)
By:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
By:
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Title:
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ATTACHMENT 1
CONFIRMATION BY GUARANTORS
To the Agents and the Banks under
and as defined in the Credit
Agreement referred to below
Re: Regal-Beloit Corporation
Ladies and Gentlemen:
Please refer to the Third Amendment dated as of October 7, 2002 (the
"Amendment") to the Credit Agreement dated as of September 28, 2000 (the "Credit
Agreement") among Regal-Beloit Corporation, various financial institutions, Bank
of America, N.A., as Documentation and Syndication Agent, and M&I Marshall &
Ilsley Bank, as Administrative Agent. Capitalized terms not defined herein are
used as defined in the Credit Agreement.
Each of the undersigned hereby confirms to the Agents and the Banks that,
after giving effect to the Amendment, the Guaranty continues in full force and
effect and is the legal, valid and binding obligation of such undersigned,
enforceable against such undersigned in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting the enforceability of
creditors' rights generally and to general principles of equity.
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IN WITNESS WHEREOF, each of the undersigned has caused this Confirmation to
be executed and delivered by its duly authorized representative as of October 7,
2002.
LEESON ELECTRIC CORPORATION
By:
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Name:
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Title:
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HUB CITY, INC.
By:
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Name:
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Title:
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MARATHON ELECTRIC MANUFACTURING CORPORATION
By:
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Name:
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Title:
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