Amendment No. 2 to Amended and Restated Credit Agreement among KHPP Holdings, Holley Performance Products, Credit Agricole Indosuez, Comerica Bank, and Others
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Summary
This amendment updates the terms of a credit agreement between KHPP Holdings, Holley Performance Products, several subsidiaries, Credit Agricole Indosuez (as administrative agent), Comerica Bank (as co-agent), and other banks. The changes adjust financial covenants, including interest coverage and leverage ratios, and require a field audit of inventory and accounts receivable. The amendment becomes effective once all parties sign and certain fees and expenses are paid. All other terms of the original credit agreement remain in effect, and the guarantors confirm their ongoing obligations.
EX-10.2 2 ex10-2.txt AMENDMENT NO.2 TO OUR BANK CREDIT AGREEMENT 1 EXHIBIT 10.2 AMENDMENT NO. 2 This AMENDMENT NO. 2 ("Amendment") is made as of August __, 2000 among KHPP HOLDINGS, INC., a Delaware corporation ("Holdings"), HOLLEY PERFORMANCE PRODUCTS, INC., a Delaware corporation (the "Borrower"), CREDIT AGRICOLE INDOSUEZ, as Administrative Agent for the Banks (in such capacity "Agent"), COMERICA BANK, as co-Agent (the "co-Agent"), and the Banks listed on the signature pages hereof ("Banks"). This agreement is made with reference to that certain Amended and Restated Credit Agreement dated as of September 20, 1999, as amended on March 8, 2000, by and among Holdings, the Borrower, Agent, co-Agent and the Banks (the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. WHEREAS, Holdings, the Borrower, Agent, co-Agent and the Banks entered into the Credit Agreement; WHEREAS, the Borrower desires to amend certain financial covenants for the remainder of 2000 and the Guarantors desire to acknowledge such amendments; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. AMENDMENTS 1.1 Section 7.10 (Total Interest Coverage Ratio) of the Credit Agreement is hereby amended by replacing the table contained therein with the following:
1.2 Section 7.12 of the Credit Agreement (Leverage Ratio) is hereby amended by replacing the table contained therein with the following:
2 - 2 - 1.3 Section 7.13 (Minimum Consolidated EBITDA) of the Credit Agreement is hereby amended by replacing the amounts set forth for the Test Periods ending June 30, 2000, September 30, 2000 and December 31, 2000 with the following:
1.4 Section 6 (Affirmative Covenants) of the Credit Agreement is hereby amended by adding the following as a new Section 6.17: "6.17 Field Audit. The Borrower shall cause a field audit of the inventory and accounts receivable of the Borrower and its Subsidiaries to be completed by a firm acceptable to the Administrative Agent within 30 days of the effectiveness of Amendment No. 2 to this Agreement." 1.5 Section 9 (Definitions) of the Credit Agreement is hereby amended by replacing the definition of "Interest Margin" with the following: "'Interest Margin' shall mean, in respect of (i) Base Rate Loans, 1.50% and (ii) Reserve Adjusted Eurodollar Loans, 3.00%." SECTION 2. RATIFICATION OF AGREEMENT 2.1 To induce the Banks to enter into this Amendment, the Borrower and Holdings jointly and severally represent and warrant that after giving effect to this Amendment no violation of the terms of the Credit Agreement exist and all representations and warranties contained in the Credit Agreement are true, correct and complete in all material respects on and as of the date hereof except to the extent such representations and warranties specifically relate to an earlier date in which case they were true, correct and complete in all material respects on and as of such earlier date. 2.2 Except as expressly set forth in this Amendment, the terms, provisions and conditions of the Credit Agreement and the Credit Documents are unchanged, and said agreements, as amended, shall remain in full force and effect and are hereby confirmed and ratified. SECTION 3. CONDITIONS PRECEDENT The effectiveness of this Amendment is subject to the satisfaction of the following conditions: 3 -3- (a) The execution of the counterparts hereof by Holdings, the Borrower, each of the Subsidiary Guarantors and the Required Banks; (b) The receipt by the Administrative Agent for the account of the Banks of a fee of 0.0025% of the Total Revolving Loan Commitments; and (c) The receipt by the Administrative Agent of all out-of-pocket expenses incurred in connection with this Amendment. SECTION 4. COUNTERPARTS; EFFECTIVENESS This Amendment may be executed in any number of counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. Signature pages may be detached from counterpart documents and reassembled to form duplicate executed originals. This Amendment shall become effective as of the date hereof upon the execution of the counterparts hereof by Holdings, the Borrower and the Banks. SECTION 5. GOVERNING LAW THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. SECTION 6. ACKNOWLEDGMENT AND CONSENT BY THE GUARANTORS Each of the Guarantors hereby acknowledges that it has read this Amendment and consents to the terms hereof and further confirms and agrees that, notwithstanding the effectiveness of this Amendment, its obligations under its Guarantee shall not be impaired or affected and such Guarantee is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. 4 Witness the execution hereof by the respective duly authorized officers of the undersigned as of the date first above written. KHPP HOLDINGS, INC. By: /s/ Jeffrey G. King ------------------------------- Name: Jeffrey G. King Title: President and CEO HOLLEY PERFORMANCE PRODUCTS, INC. By: /s/ Jeffrey G. King ------------------------------- Name: Jeffrey G. King Title: President and CEO WEIAND AUTOMOTIVE INDUSTRIES, INC. By: /s/ Jeffrey G. King ------------------------------- Name: Jeffrey G. King Title: President and CEO LUNATI CAMS, INC. By: /s/ Jeffrey G. King ------------------------------- Name: Jeffrey G. King Title: President and CEO LMT MOTOR SPORTS CORPORATION By: /s/ Jeffrey G. King ------------------------------- Name: Jeffrey G. King Title: President and CEO LUNATI & TAYLOR PISTONS, INCORPORATED 5 By: /s/ Jeffrey G. King ---------------------------- Name: Title: HOLLEY PERFORMANCE SYSTEMS, INC. By: /s/ Jeffrey G. King ---------------------------- Name: Title: BOOKER INDUSTRIES, INC. By: /s/ Jeffrey G. King ---------------------------- Name: Title: CREDIT AGRICOLE INDOSUEZ, as Administrative Agent and a Bank By: ---------------------------- Name: Title: By: ---------------------------- Name: Title: COMERICA BANK, as co-Agent and as a Bank By: ---------------------------- Name: Title: 6 HOLLEY PERFORMANCE SYSTEMS, INC. By: ------------------------------ Name: Title: HOOKER INDUSTRIES, INC. By: ------------------------------ Name: Title: CREDIT AGRICOLE INDOSUEZ, as Administrative Agent and a Bank By: /s/ PIERRE ESTIVAES ------------------------------ Name: Pierre Estivaes Title: Senior Vice President By: /s/ JAMES ROCHE ------------------------------ Name: James Roche Title: Vice President COMERICA BANK, as co-Agent and as a Bank By: ------------------------------ Name: Title: BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a Bank By: ------------------------------ Name: Title: By: ------------------------------ Name: Title: 7 By: --------------------------------- Name: Title: HOLLEY PERFORMANCE SYSTEMS, INC. By: --------------------------------- Name: Title: HOOKER INDUSTRIES, INC. By: --------------------------------- Name: Title: CREDIT AGRICOLE INDOSUEZ, as Administrative Agent and a Bank By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: COMERICA BANK, as co-Agent and as a Bank By: /s/ Mark A. Reifel --------------------------------- Name: Mark A. Reifel Title: Vice President 8 BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a Bank By: /s/ David M. Hamisch -------------------------------------- Name: David M. Hamisch Title: Vice President By: /s/ G. Steven Kalin -------------------------------------- Name: G. Steven Kalin Title: Vice President CIBC INC., as a Bank By: -------------------------------------- Name: Title: 9 BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a Bank By: -------------------------------------- Name: Title: By: -------------------------------------- Name: Title: CIBC INC., as a Bank By: /s/ Lindsay Gordon -------------------------------------- Name: Lindsay Gordon Title: Executive Director CIBC World Markets Corp. As Agent
