Current Assets
EXHIBIT 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2004 (the Amendment), among EAGLEPICHER HOLDINGS, INC., a Delaware corporation (Holdings) and EAGLEPICHER INCORPORATED, an Ohio corporation (the Borrower), the Tranche B Lenders (each a Tranche B Lender and collectively, the Tranche B Lenders) and HARRIS TRUST AND SAVINGS BANK, as Administrative Agent (in such capacity, the Agent). All terms used herein which are not otherwise specifically defined herein shall have the same meaning herein as defined in the Credit Agreement as further amended hereby.
W I T N E S S E T H:
WHEREAS, Holdings, the Borrower, the Tranche B Lenders, the Agent and the other lenders party thereto are parties to that certain Credit Agreement, dated as of August 7, 2003, as amended (the Credit Agreement); and
WHEREAS, the Borrower has requested that the Applicable Rate with respect to Tranche B Term Loans be amended, and that certain other amendments be made to the Credit Agreement; and
WHEREAS, the Tranche B Lenders and the Agents party hereto, are willing to so amend the Credit Agreement, subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound thereby, covenant and agree as follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1. Applicable Rate Definition. The definition of Applicable Rate in Section 1.1 of the Credit Agreement shall be amended by deleting the phrase (a) with respect to any Tranche B Term Loan, (i) 2.50% per annum, in the case of an ABR Loan, or (ii) 3.50% per annum, in the case of a Eurodollar Loan therein and replacing such with the phrase (a) with respect to any Tranche B Term Loan, (i) 2.00% per annum, in the case of an ABR Loan, or (ii) 3.00% per annum, in the case of a Eurodollar Loan in lieu thereof.
SECTION 2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent:
2.1. The Borrower, the Agent and the Tranche B Lenders shall have executed and delivered this Amendment.
2.2. The Agent shall have received copies (executed or certified, as may be appropriate) of all legal documents or proceedings taken in connection with the execution and delivery of this Amendment to the extent the Agent or its counsel may reasonably request.
2.3. Legal matters incident to the execution and delivery of this Amendment shall be satisfactory to the Agent and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce the Tranche B Lenders to execute and deliver this Amendment, the Borrower hereby represents to the Tranche B Lenders that as of the date hereof the representations and warranties set forth in Article III of the Credit Agreement are and shall be and remain true and correct (except that the representations contained in Section 3.04 shall be deemed to refer to the most recent financial statements of the Borrower delivered to the Agent) and the Borrower is in compliance with the terms and conditions of the Credit Agreement and no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.
SECTION 4. MISCELLANEOUS.
4.1. The Borrower heretofore executed and delivered to the Agent the Collateral Agreement and certain other collateral documents. The Borrower hereby acknowledges and agrees that the Liens created and provided for by the Collateral Agreement continues to secure, among other things, the Obligations arising under the Credit Agreement as amended hereby; and the Collateral Agreement and the rights and remedies of the Agent thereunder, the obligations of the Borrower thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.
4.2. Except as specifically amended herein, the Credit Agreement shall continue in full force and effect in accordance with its original terms. Reference to this specific Amendment need not be made in the Credit Agreement, any note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.
4.3. The Borrower agrees to pay on demand all costs and expenses of or incurred by the Agent in connection with the negotiation, preparation, execution and delivery of this Amendment, including the fees and expenses of counsel for the Agent.
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4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State of New York.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
EAGLEPICHER HOLDINGS, INC. | ||||
By | /s/ Thomas R. Pilholski | |||
Name: | Thomas R. Pilholski | |||
Title: | Senior Vice President and Chief Financial Officer |
EAGLEPICHER INCORPORATED | ||||
By | /s/ Thomas R. Pilholski | |||
Name: | Thomas R. Pilholski | |||
Title: | Senior Vice President and Chief Financial Officer |
HARRIS TRUST AND SAVINGS BANK, individually and as Agent | ||||
By | /s/ Danjuma Gibson | |||
Name: | Danjuma Gibson | |||
Title: | Vice President |
UBS AG, STAMFORD BRANCH | ||||
By | /s/ Wilfred V. Saint | |||
Name: | Wilfred V. Saint | |||
Title: | Director Banking Products Services, US |
By | /s/ Anthony N. Joseph | |||
Name: | Anthony N. Joseph | |||
Title: | Associate Director Banking Products Services, US |
GENERAL ELECTRIC CAPITAL CORPORATION | ||||
By | /s/ Larry Fave | |||
Name: | Larry Fave | |||
Title: | Authorized Signatory |
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BANK ONE, NA, with its main office in Chicago, Illinois | ||||
By | /s/ Steven J. Krakoski | |||
Name: | Steven J. Krakoski | |||
Title: | First Vice President |
PROVIDENT BANK | ||||
By | /s/ Richard E. Wirthlin | |||
Name: | Thomas R. Pilholski | |||
Title: | Senior Vice President |
CREDIT INDUSTRIAL ET COMMERCIAL | ||||
By | /s/ Anthony Rock | |||
Name: | Anthony Rock | |||
Title: | Vice President |
By | /s/ Brian OLeary | |||
Name: | Brian OLeary | |||
Title: | Vice President |
RZB FINANCE LLC, CONNECTICUT OFFICE | ||||
By | /s/ Astrid Wilke | |||
Name: | Astrid Wilke | |||
Title: | Vice President |
By | /s/ Christoph Hoedl | |||
Name: | Christoph Hoedl | |||
Title: | Vice President |
GOLDENTREE LOAN OPPORTUNITIES II, LIMITED BY: GOLDENTREE ASSET MANAGEMENT, LP | ||||
By | /s/ Frederick S. Hadad | |||
Name: | Frederick S. Haddad | |||
Title: |
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UNION SQUARE CDO LTD. | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: |
AMARA-I FINANCE, LTD. BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT | ||||
By | /s/ Lynn Tilton | |||
Name: | Lynn Tilton | |||
Title: | Manager |
AMARA 2 FINANCE, LTD. BY: PATRIARCH PARTNERS XI, LLC, ITS MANAGING AGENT | ||||
By | /s/ Lynn Tilton | |||
Name: | Lynn Tilton | |||
Title: | Manager |
INVESCO EUROPEAN CDO I S.A. | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory |
AVALON CAPITAL LTD. | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS PORTFOLIO ADVISOR | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory |
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AVALON CAPITAL LTD. 2 | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS PORTFOLIO ADVISOR | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory |
CHARTER VIEW PORTFOLIO | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS INVESTMENT ADVISOR | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory |
DIVERSIFIED CREDIT PORTFOLIO LTD. | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS INVESTMENT ADVISOR | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory |
AIM FLOATING RATE FUND | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS SUB-ADVISOR | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory | |||
SEQUILS-LIBERTY, LTD. | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory |
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SAGAMORE CLO LTD. | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS COLLATERAL MANAGER | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory | |||
SARATOGA CLO I, LIMITED | ||||
BY: INVESCO SENIOR SECURED MANAGEMENT, INC., AS ASSET MANAGER | ||||
By | /s/ Joseph Rotondo | |||
Name: | Joseph Rotondo | |||
Title: | Authorized Signatory | |||
FOREST CREEK CLO, LTD. | ||||
By | /s/ Danjuma Gibson | |||
Name: | Danjuma Gibson | |||
Title: | Vice President | |||
ROSEMONT CLO, LTD. | ||||
By | /s/ Danjuma Gibson | |||
Name: | Danjuma Gibson | |||
Title: | Vice President | |||
BRYN MAWR CLO, LTD. | ||||
By | /s/ Danjuma Gibson | |||
Name: | Danjuma Gibson | |||
Title: | Vice President | |||
SEQUILS-CUMBERLAND I, LTD. | ||||
By | /s/ Danjuma Gibson | |||
Name: | Danjuma Gibson | |||
Title: | Vice President | |||
OLYMPIC FUNDING TRUST, SERIES 1999-1 | ||||
By | /s/ Ann E. Morris | |||
Name: | Ann E. Morris | |||
Title: | Authorized Agent |
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MUIRFIELD TRADING LLC | ||||
By | /s/ Ann E. Morris | |||
Name: | Ann E. Morris | |||
Title: | Authorized Agent | |||
GULF STREAM-COMPASS CLO 2003-1, LTD. | ||||
By | /s/ Barry K. Love | |||
Name: | Barry K. Love | |||
Title: | Chief Credit Officer | |||
APEX (TRIMARAN) CDO 1, LTD. BY: TRIMARAN ADVISORS, L.L.C. | ||||
By | /s/ David M. Millison | |||
Name: | David M. Millison | |||
Title: | Managing Director | |||
STELLAR FUNDING, LTD. | ||||
By | /s/ Kaitlin Trinh | |||
Name: | Kaitlin Trinh | |||
Title: | Fund Controller | |||
VENTURE CDO 2002, LIMITED | ||||
BY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLC | ||||
By | /s/ Hans L. Christensen | |||
Name: | Hans L. Christensen | |||
Title: | Chief Investment Officer | |||
VENTURE II CDO 2002, LIMITED | ||||
BY ITS INVESTMENT ADVISORS MJX ASSET MANAGEMENT LLC | ||||
By | /s/ Hans L. Christensen | |||
Name: | Hans L. Christensen | |||
Title: | Chief Investment Officer |
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DENALI CAPITAL CLO I, LTD. | ||||
BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO I, LTD., OR AN AFFILIATE | ||||
By | /s/ John P. Thacker | |||
Name: | John P. Thacker | |||
Title: | Chief Credit Officer | |||
DENALI CAPITAL CLO III, LTD. | ||||
BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO III, LTD., OR AN AFFILIATE | ||||
By | /s/ John P. Thacker | |||
Name: | John P. Thacker | |||
Title: | Chief Credit Officer | |||
MOUNTAIN CAPITAL CLO II LTD. | ||||
By | /s/ Chris Siddons | |||
Name: | Chris Siddons | |||
Title: | Director | |||
CLYDESDALE CLO 2003 LTD. | ||||
NOMURA RESEARCH AND ASSET MANAGEMENT INC., AS AGENT | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
CLYDESDALE CLO 2001-1 LTD. | ||||
NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC., AS COLLATERAL MANAGER | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: |
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NOMURA BOND & LOAN FUND BY: UFJ TRUST BANK LIMITED AS TRUSTEE | ||||
BY: NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. ATTORNEY IN FACT | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
HEWETTS ISLAND CDO, LTD. | ||||
BY: CYPRESSTREE INVESTMENT MANAGEMENT COPANY, INC., AS PROTFOLIO MANAGER | ||||
By | /s/ Jeffrey Megar | |||
Name: | Jeffrey Megar | |||
Title: | Director | |||
CLOSE INTERNATIONAL CUSTODY SERVICES LIMITED AS CUSTODIAN OF CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED BY CYPRESSTREE STRATEGIC DEBT MANAGEMENT CO., INC. AS INVESTMENT ADVISOR | ||||
By | /s/ Michelle L. Patterson | |||
Name: | Michelle L. Patterson | |||
Title: | Investment Analyst | |||
By | /s/ Jeffrey Megar | |||
Name: | Jeffrey Megar | |||
Title: | Director | |||
PUTNAM VARIABLE TRUST-PVT HIGH YIELD FUND | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
PUTNAM DIVERSIFIED INCOME TRUST | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
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PUTNAM HIGH YIELD ADVANTAGE FUND | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
PUTNAM HIGH YIELD TRUST | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
PUTNAM VARIABLE TRUST-PVT DIVERSIFIED INCOME FUND | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
PUTNAM PREMIER INCOME TRUST | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
PUTNAM MASTER INTERMEDIATE INCOME TRUST | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
PUTNAM MASTER INCOME TRUST | ||||
By | /s/ unreadable | |||
Name: | ||||
Title: | ||||
FRANKLIN CLO IV, LIMITED | ||||
By | /s/ Tyler Chan | |||
Name: Tyler Chan | ||||
Title: Vice President |
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FRANKLIN CLO IV, LIMITED | ||||
By | /s/ Tyler Chan | |||
Name: Tyler Chan | ||||
Title: Vice President | ||||
FRANKLIN FLOATING RATE MASTER SERIES | ||||
By | /s/ Tyler Chan | |||
Name: Tyler Chan | ||||
Title: Vice President | ||||
FRANKLIN FLOATING RATE DAILY ACCESS FUND | ||||
By | /s/ Tyler Chan | |||
Name: Tyler Chan | ||||
Title: Vice President | ||||
VAN KAMPEN SENIOR LOAN FUND | ||||
BY: VAN KAMPEN INVESTMENT ADVISORY CORP. | ||||
By | /s/ Brad Langs | |||
Name: Brad Langs | ||||
Title: Executive Director | ||||
VAN KAMPEN SENIOR INCOME TRUST | ||||
BY: VAN KAMPEN INVESTMENT ADVISORY CORP. | ||||
By | /s/ Brad Langs | |||
Name: Brad Langs | ||||
Title: Executive Director | ||||
CALLIDUS DEBT PARTNERS CLO FUND II LTD. | ||||
By | /s/ Mavis Taintor | |||
Name: Mavis Taintor | ||||
Title: Managing Director |
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NUVEEN SENIOR INCOME FUND, AS A LENDER | ||||
BY: SYMPHONY ASSET MANAGEMENT LLC | ||||
By | /s/ Larry Mason | |||
Name: Larry Mason | ||||
Title: Portfolio Manager | ||||
ARCHIMEDES FUNDING IV (CAYMAN), LTD. | ||||
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER | ||||
By | /s/ Philip C. Robbins | |||
Name: Philip C. Robbins | ||||
Title: Director | ||||
ENDURANCE CLO I, LTD. | ||||
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER | ||||
By | /s/ Philip C. Robbins | |||
Name: Philip C. Robbins | ||||
Title: Director | ||||
ING-ORYX CLO, LTD. | ||||
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER | ||||
By | /s/ Philip C. Robbins | |||
Name: Philip C. Robbins | ||||
Title: Director | ||||
SEQUILS-ING I (HBDGM), LTD. | ||||
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER | ||||
By | /s/ Philip C. Robbins | |||
Name: Philip C. Robbins | ||||
Title: Director | ||||
FOOTHILL INCOME TRUST II, L.P. | ||||
By | /s/ Jeff Nokera | |||
Name: Jeff Nokera | ||||
Title: Managing Member |
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MAGNETITE V CLO, LIMITED | ||||
By | /s/ Mark J. Williams | |||
Name: Mark J. Williams | ||||
Title: Authorized Signatory | ||||
MAGNETITE IV CLO, LTD. | ||||
By | /s/ Mark J. Williams | |||
Name: Mark J. Williams | ||||
Title: Authorized Signatory | ||||
BLACKROCK LIMITED DURATION INCOME TRUST | ||||
By | /s/ Mark J. Williams | |||
Name: Mark J. Williams | ||||
Title: Authorized Signatory | ||||
NORSE CBO, LTD. | ||||
BY: REGIMENT CAPITAL MANAGEMENT, LLC AS ITS INVESTMENT ADVISOR | ||||
BY: REGIMENT CAPITAL ADVISORS, LLC ITS MANAGER AND PURSUANT TO DELEGATED AUTHORITY | ||||
By | /s/ Timothy S. Peterson | |||
Name: Timothy S. Peterson | ||||
Title: President | ||||
LANDMARK III CDO LIMITED | ||||
By | /s/ Joe Moroney | |||
Name: Joe Moroney | ||||
Title: Director | ||||
CSAM FUNDING III | ||||
By | /s/ David H. Lerner | |||
Name: David H. Lerner | ||||
Title: Authorized Signatory |
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DRYDEN IV LEVERAGED LOAN CDO 2003, by | ||||
Prudential Investment Management Inc., as collateral manager | ||||
By | /s/ B. Ross Smead | |||
Name: B. Ross Smead | ||||
Title: Vice President | ||||
INNER HARBOR CBO 2001-1 LTD. | ||||
BY: T. ROWE PRICE ASSOCIATES, INC. AS COLLATERAL MANAGER | ||||
By | /s/ Darren N. Braman | |||
Name: Darren N. Braman | ||||
Title: Vice President | ||||
ALLSTATE LIFE INSURANCE COMPANY | ||||
By | /s/ Chris Goergen | |||
Name: Chris Goergen | ||||
Title: Authorized Signatory | ||||
By | /s/ Jerry D. Zinkula | |||
Name: Jerry D. Zinkula | ||||
Title: Authorized Signatory | ||||
AIMCO CLO SERIES 2001-A | ||||
By | /s/ Chris Goergen | |||
Name: Chris Goergen | ||||
Title: Authorized Signatory | ||||
By | /s/ Jerry D. Zinkula | |||
Name: Jerry D. Zinkula | ||||
Title: Authorized Signatory | ||||
AIMCO CLO SERIES 2000-A | ||||
By | /s/ Chris Goergen | |||
Name: Chris Goergen | ||||
Title: Authorized Signatory | ||||
By | /s/ Jerry D. Zinkula | |||
Name: Jerry D. Zinkula | ||||
Title: Authorized Signatory |
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CANADIAN IMPERIAL BANK OF COMMERCE | ||||
By | /s/ Marc Berg | |||
Name: Marc Berg | ||||
Title: Authorized Signatory | ||||
EMERALD ORCHARD LIMITED | ||||
By | /s/ Michelle Manning | |||
Name: Michelle Manning | ||||
Title: Attorney in Fact | ||||
AMMC CDO II, LIMITED | ||||
BY: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER | ||||
By | /s/ David P. Meyer | |||
Name: David P. Meyer | ||||
Title: Vice President | ||||
AMMC CDO I, Limited | ||||
By: AMERICAN MONEY MANAGEMENT CORP., AS COLLATERAL MANAGER | ||||
By | /s/ David P. Meyer | |||
Name: David P. Meyer | ||||
Title: Vice President | ||||
DENALI CAPITAL CLO II, LTD. | ||||
BY: DENALI CAPITAL LLC, MANAGING MEMBER OF DC FUNDING PARTNERS, PROTFOLIO MANAGER FOR DENALI CAPITAL CLO II, LTD., OR AN AFFILIATE | ||||
By | /s/ John P. Thacker | |||
Name: John P. Thacker | ||||
Title: Chief Credit Officer | ||||
NUVEEN DIVERSIFIED DIVIDEND AND INCOME FUND | ||||
By | /s/ Larry Mason | |||
Name: Larry Mason | ||||
Title: Portfolio Manager |
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NEMEAN CLO, LTD. | ||||
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER | ||||
By | /s/ Philip C. Robbins | |||
Name: Philip C. Robbins | ||||
Title: Director | ||||
COOKSMILL | ||||
By | /s/ John R.M. Campbell | |||
Name: John R.M. Campbell | ||||
Title: Authorized Signatory | ||||
FIFTH THIRD BANK | ||||
By | /s/ Gary Losey | |||
Name: Gary S. Losey | ||||
Title: AVP Relationship Manger | ||||
ARCHIMEDES FUNDING III, LTD. | ||||
BY: ING CAPITAL ADVISORS LLC, AS COLLATERAL MANAGER | ||||
By | /s/ Philip C. Robbins | |||
Name: Philip C. Robbins | ||||
Title: Director |
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