Exhibit 10.1
SECOND AMENDMENT
THIS SECOND AMENDMENT (this "Amendment") dated as of July 20, 2000, to
the Credit Agreement referenced below, is by and among C&D Technologies, Inc., a
Delaware corporation (the "Borrower"), the subsidiaries and affiliates of the
Borrower identified as "Guarantors" on the signature pages hereto, the Lenders
identified on the signature pages hereto, and BANK OF AMERICA, N.A., a national
banking association formerly known as NationsBank, N.A., as Administrative Agent
(in such capacity, the "Administrative Agent"). Capitalized terms used herein
but not otherwise defined herein shall have the meanings provided to such terms
in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $220 million credit facility has been extended to the
Borrower pursuant to the terms of that Credit Agreement dated as of March 1,
1999 (as amended and modified from time to time, the "Credit Agreement") among
the Borrower, the Guarantors identified therein, the Lenders identified therein
and the Administrative Agent;
WHEREAS, the Borrower has requested certain modifications to the
Credit Agreement;
WHEREAS, the requested modifications require the consent of the
Required Lenders; and
WHEREAS, the Required Lenders have agreed to the requested
modifications on the terms and conditions set forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Credit Agreement is amended in the following respects:
1.1 In the definition of "Permitted Investments" in Section 1.1 of the
Credit Agreement, clause (xiv) is renumbered as clause (xv) thereof and
is amended to read as follows:
(xv) other loans, advances and investments of a nature not
contemplated in the foregoing subsections in an amount not to
exceed $5,000,000 in the aggregate at any time outstanding.
1.2 In the definition of "Permitted Investments" in Section 1.1 of the
Credit Agreement, the "and" immediately following clause (xiii) thereof
is deleted and a new clause (xiv) is added thereto read as follows:
(xiv) Investments by Foreign Subsidiaries in and to other
Foreign Subsidiaries; and
2. This Amendment shall be effective upon its execution by the Credit
Parties and the Required Lenders.
3. The Credit Parties hereby affirm that the representations and
warranties set forth in the Credit Documents are true and correct as of
the date hereof (except those which expressly relate to an earlier
period).
4. Each of the Guarantors (i) acknowledges and consents to all of the
terms and conditions of this Amendment, (ii) affirms all of its
obligations under the Credit Documents and (iii) agrees that
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this Amendment and all documents executed in connection herewith do
not operate to reduce or discharge the Guarantors' obligations under
the Credit Agreement or the other Credit Documents.
5. Except as modified hereby, all of the terms and provisions of the
Credit Agreement and the other Credit Documents (including the
schedules and exhibits thereto) shall remain in full force and effect.
6. The Borrower agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the preparation, execution and
delivery of this Amendment, including without limitation the reasonable
fees and expenses of Moore & Van Allen, PLLC.
7. This Amendment may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an original and
it shall not be necessary in making proof of this Amendment to produce
or account for more than one such counterpart.
8. This Amendment shall be deemed to be a contract made under, and for
all purposes shall be construed in accordance with the laws of, the
State of New York.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.
BORROWER: C&D TECHNOLOGIES, INC.,
a Delaware corporation
By:/s/ Stephen E. Markert, Jr.
----------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
GUARANTORS: C&D/CHARTER HOLDINGS, INC.,
---------- a Delaware corporation
PCC MEXICAN HOLDINGS, INC.,
a Delaware corporation
By:/s/ Stephen E. Markert, Jr.
---------------------------
Name: Stephen E. Markert, Jr.
Title: Chief Financial Officer
[Signature Pages Continue]
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LENDERS: BANK OF AMERICA, N.A.,
------- individually in its capacity as a Lender
and in its capacity as Administrative Agent
By:/s/ Patrick M. Moore
-----------------------------
Name: Patrick M. Moore
Title: Vice President
MELLON BANK, N.A.
By: /s/ Mark Torie
-----------------------------
Name: Mark Torie
Title: V.P.
COMERICA BANK
By: /s/ Robert P. Wilson
-----------------------------
Name: Robert P. Wilson
Title: A.V.P.
BANK ONE, NA
(f/k/a THE FIRST NATIONAL BANK OF CHICAGO)
By: /s/ Andrea S. Kantor
-----------------------------
Name: Andrea S. Kantor
Title: Vice President
FIRSTAR BANK MILWAUKEE N.A.
By:/s/ Jason R. Hickey
-----------------------------
Name: Jason R. Hickey
Title: Vice President
THE BANK OF NEW YORK
By: /s/ Frank S. Bridges
-----------------------------
Name: Frank S. Bridges
Title: Vice President
LASALLE NATIONAL BANK
By:__________________________
Name:
Title:
[Signature Pages Continue]
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FIRST UNION NATIONAL BANK
By:/s/ Linda M. Douglas
-----------------------------
Name: Linda M. Douglas
Title: VP
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Frank A. Pugliese
-----------------------------
Name: Frank A. Pugliese
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Thomas F. Conroy, Jr.
-----------------------------
Name: Thomas F. Conroy, Jr.
Title: Vice President
FLEET BANK, N.A.
By: /s/ Daniel Prevosiak
-----------------------------
Name: Daniel Prevosiak
Title: Vice President
