Exhibit 10.11(a)
SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT
------------------------
THIS SECOND AMENDMENT TO LINE OF CREDIT AGREEMENT (the "Second
Amendment") is made and entered into as of May 29, 2000, by and among HUGHES
SUPPLY, INC. ("Borrower"), a Florida corporation, SUNTRUST BANK, a Georgia
banking corporation and successor by merger to SunTrust Bank, Central Florida,
National Association, FIRST UNION NATIONAL BANK, a national banking association,
BANK OF AMERICA, N.A., formerly known as NATIONSBANK, N.A., a national banking
association, SOUTHTRUST BANK, NATIONAL ASSOCIATION, a national banking
association, ABN AMRO BANK, N.V., a banking corporation organized under the laws
of the Netherlands, PNC BANK, N.A., a national banking association, WACHOVIA
BANK, N.A., a national banking association, THE FIFTH THIRD BANK, a national
banking association and such other financial institutions becoming a party
hereto from time to time, (individually, a "Lender" and collectively, the
"Lenders"), SUNTRUST BANK, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), FIRST UNION NATIONAL BANK, as
documentation agent for the Lenders (in such capacity, the "Documentation
Agent"), BANK OF AMERICA, N.A., formerly known as NATIONSBANK, N.A., as
syndication agent for the Lenders (in such capacity, the "Syndication Agent")
and SOUTHTRUST BANK, NATIONAL ASSOCIATION, as Co-Agent for the Lenders (in such
capacity, the "Co-Agent").
W I T N E S S E T H:
--------------------
WHEREAS, the Lenders, the Administrative Agent, the Documentation
Agent, the Syndication Agent, the Co-Agent and the Borrower are party to that
certain Line of Credit Agreement dated as of January 26, 1999, as amended by
that certain First Amendment to Line of Credit Agreement dated as of September
29, 1999 (as so amended, the "Line of Credit Agreement"), pursuant to which the
Lenders made available to Borrower credit facilities subject to the terms and
conditions set forth therein; and
WHEREAS, the Lenders, the Administrative Agent, the Documentation
Agent, the Syndication Agent, the Co-Agent and the Borrower, at the request of
the Borrower, desire to extend the Line of Credit Termination Date to January
19, 2001.
NOW, THEREFORE, in consideration of the terms and conditions
contained herein, the parties hereto, intending to be legally bound, hereby
amend the Line of Credit Agreement and agree as follows:
1. The Line of Credit Agreement is hereby amended by replacing the
definition of "Line of Credit Termination Date" in Section 1.01 in its entirety
with the following:
"Line of Credit Termination Date" shall mean the earlier of
(i) January 19, 2001 and (ii) the date on which the Line of Credit
Commitments are terminated in accordance with Article VIII.
<PAGE>
2. The effectiveness of this Second Amendment is conditioned upon the
Administrative Agent's receipt of the following, each dated as of the date
hereof, in form and substance reasonably satisfactory in all respects to the
Administrative Agent:
(a) The duly executed original counterparts of this Second Amendment;
(b) The duly executed Consent and Ratification of Guaranty (Line of
Credit Agreement), dated as of the date hereof, by and among each of the
Subsidiaries of Borrower, listed on the signature pages thereof and the
Administrative Agent; and
(c) Certificates of the Secretary or Assistant Secretary of each of the
Credit Parties certifying (i) the name, title and true signature of each officer
of such entities executing this Second Amendment and the other Credit Documents,
(ii) that there have been no changes to the bylaws or comparable governing
documents of such entities since the delivery thereof to the Lenders in
connection with the Line of Credit Agreement and that such bylaws or comparable
governing documents remain in full force and effect as of the date hereof, (iii)
that there have been no changes to the certificates or articles of incorporation
of each Credit Party since the delivery thereof to the Lenders in connection
with the Line of Credit Agreement and that such certificates or articles of
incorporation remain in full force and effect as of the date hereof; and (iv)
the resolutions of the board of directors of such entities authorizing the
transactions contemplated under the Second Amendment and the other Credit
Documents.
3. Borrower represents and warrants that, as of the date hereof and
after giving effect to the transactions contemplated by the Second Amendment and
the Credit Documents, (i) the assets of Borrower, at fair valuation and based on
their present fair saleable value, will exceed Borrower's debts, including
contingent liabilities, (ii) the remaining capital of Borrower will not be
unreasonably small to conduct Borrower's business, and (iii) Borrower will not
have incurred debts, or have intended to incur debts, beyond its ability to pay
such debts as they mature. For purposes of this paragraph, "debt" means any
liability on a claim, and "claim" means (a) the right to payment, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, or (b) the right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.
4. Except as expressly provided herein, the Line of Credit Agreement
shall continue in full force and effect, and the unamended terms and conditions
of the Line of Credit Agreement are expressly incorporated herein and ratified
and confirmed in all respects. This Second Amendment is not intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.
5. From and after the date hereof, references to the Line of Credit
Agreement shall be references to the Line of Credit Agreement as amended hereby.
2
<PAGE>
6. This Second Amendment constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. Neither this Second
Amendment nor any provision hereof may be changed, waived, discharged, modified
or terminated orally, but only by an instrument in writing signed by the parties
required to be a party thereto pursuant to Section 10.02 of the Line of Credit
Agreement.
7. THIS SECOND AMENDMENT SHALL BE GOVERNED IN ALL RESPECTS BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).
8. This Second Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same document, and shall be
effective as of the date first above written.
9. Borrower shall reimburse the Administrative Agent for the
reasonable fees and expenses of counsel for the Administrative Agent in
connection with this Second Amendment.
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<PAGE>
IN WITNESS WHEREOF, Borrower, the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Co-Agent and the Required
Lenders have caused this Second Amendment to be executed as of the date first
above written.
Address for Notices: BORROWER:
------- --- -------
20 N. Orange Avenue HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf By:_______________________________
J. Stephen Zepf
Treasurer
By:________________________________
Ben Butterfield
Secretary
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: SUNTRUST BANK, formerly known as
------- --- ------- SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, individually and as
200 S. Orange Avenue Administrative Agent
MC 2064
Orlando, Florida 32801
By: ______________________________
Attn: Mr. William C. Barr William C. Barr, III
Vice President
Telecopy No. 407/237-4076
Payment Office:
------- ------
200 S. Orange Avenue
MC 2064
Orlando, Florida 32801
--------------------------------
Line of Credit Commitment: $13,750,000.00
Pro Rata Share of Line of Credit Commitment: 18.33%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: FIRST UNION NATIONAL BANK, individually
------- --- ------- and as Documentation Agent
225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202 By:_______________________________
Attn: Mr. Mike Carlin Name:
Title:
Telecopy No. 904/361-3560
Payment Office:
------- ------
100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida 32602
Attn: Ms. Mary Doonan
-------------------------------
Line of Credit Commitment: $12,500,000.00
Pro Rata Share of Line of Credit Commitment: 16.67%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices:
------- --- -------
BANK OF AMERICA, N.A., formerly known as
NATIONSBANK, N.A., individually and as
100 SE 2nd Street, 14th Floor Syndication Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
By:_______________________________
Telecopy No. Name:
Title:
Payment Office:
------- ------
Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina 28255
Attn: Ms. Deon Wright
-------------------------------
Line of Credit Commitment: $12,500,000.00
Pro Rata Share of Line of Credit Commitment: 16.67%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: SOUTHTRUST BANK, NATIONAL ASSOCIATION,
------- --- ------- individually and as Co-Agent
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking (Orlando) By:_______________________________
Name:
Telecopy No. 727/898-5319 Title:
Payment Office:
------- ------
P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)
Telecopy No. 727/898-5419
--------------------------------
Line of Credit Commitment: $10,000,000.00
Pro Rata Share of Line of Credit Commitment: 13.33%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: ABN AMRO BANK, N.V.
------- --- -------
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311
Attn: Ms. Deborah Day Orozco
By:_______________________________
Name:
Title:
Telecopy No. (305)372-2397
Payment Office:
------- ------
335 Madison Avenue, 16th Floor
New York, New York 10017
Attn: Trade Services Department
-------------------------------
Line of Credit Commitment: $6,250,000.00
Pro Rata Share of Line of Credit Commitment: 8.33%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: PNC BANK, N.A.
------- --- -------
249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King
By:_______________________________
Telecopy No. 412/762-6484 Name:
Title:
Payment Office:
------- ------
Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman
--------------------------------
Line of Credit Commitment: $6,250,000.00
Pro Rata Share of Line of Credit Commitment: 8.33%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: WACHOVIA BANK, N.A.
------- --- -------
191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey
By:_______________________________
Name:
Title:
Telecopy No. (404)332-5016
Payment Office:
------- ------
191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland
--------------------------------
Line of Credit Commitment: $10,000,000.00
Pro Rata Share of Line of Credit Commitment: 13.33%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
<PAGE>
Address for Notices: THE FIFTH THIRD BANK
------- --- -------
MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Daniel Klus
By:_______________________________
Telecopy No. 513/579-5226 Name: Daniel Klus
Title:
Payment Office:
------- ------
MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Amy Buquo
--------------------------------
Line of Credit Commitment: $3,750,000.00
Pro Rata Share of Line of Credit Commitment: 5.00%
[SIGNATURE PAGE TO SECOND AMENDMENT TO
LINE OF CREDIT AGREEMENT]
