Exhibit 10.25
SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of August 29, 2002
among
PENTAIR, INC.,
Various Financial Institutions,
BANK ONE, NA,
as Syndication Agent,
THE BANK OF TOKYO-MITSUBISHI, LTD.,
JPMORGAN CHASE BANK
and
U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agents,
WACHOVIA BANK, NATIONAL ASSOCIATION
as Agent,
and
BANK OF AMERICA, N.A.,
as Administrative Agent
BANC OF AMERICA SECURITIES LLC
and
BANC ONE CAPITAL MARKETS, INC.
Co-Lead Arrangers and Co-Book Managers
SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of
August 29, 2002 is among PENTAIR, INC. (the "Company"), the financial
institutions listed on the signature pages hereof (the "Lenders"), BANK ONE,
N.A., as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent.
WHEREAS, the Company, various financial institutions and the
Administrative Agent entered into an Amended and Restated 364-Day Credit
Agreement dated as of August 30, 2001 (as amended, the "Credit Agreement"; terms
defined in the Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used herein as defined therein); and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth herein and to restate the Credit Agreement in its entirety to read as set
forth in the Credit Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendments. Effective as of the date hereof and subject to
the occurrence of the Second Restatement Effective Date (as defined below), the
Credit Agreement shall be amended as set forth below:
1.1 Extension of Termination Date. The definition of the term
"Termination Date" in Section 1.01 shall be amended by deleting the date "August
29, 2002" therein and substituting the date "August 28, 2003" therefor.
1.2 Amendment to Schedule 2.01. Schedule 2.01 is amended in its
entirety by substituting Schedule 2.01 hereto therefor.
1.3 Removal of Lenders. Mizuho Corporate Bank, Banca Antoniana
Popolare Veneta, Fleet National Bank, Sanwa Bank Limited and Credit Lyonnais
Chicago Branch (collectively, the "Exiting Lenders") are each removed as a party
to the Credit Agreement and shall have no further rights or obligations as a
"Lender" thereunder, except that any provision of the Credit Agreement which by
its terms survives termination thereof shall remain in full force and effect
with respect to such Lenders.
SECTION 2 Representations and Warranties. The Company represents and
warrants to the Lenders and the Administrative Agent that: (a) each of the
representations and warranties of the Company set forth in the Credit Agreement,
as amended and restated hereby (as so amended and restated, the "Second Restated
Credit Agreement") is true and correct as of the date hereof, with the same
effect as if made on such date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they were true and
correct as of such earlier date); (b) the execution and delivery hereof by the
Company and the performance by the Company of its obligations under the Second
Restated Credit Agreement (i) are within the powers of the Company, (ii) have
been duly authorized by all necessary action on the part of the Company, (iii)
have received all necessary governmental approval and (iv) do not and will not
contravene or conflict with (x) any provision of law or the certificate of
incorporation or by-laws
-2-
or other organizational documents of the Company or (y) any agreement, judgment,
injunction, order, decree or other instrument which is binding upon the Company
or any of its Subsidiaries; and (c) the Second Restated Credit Agreement is the
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity limiting
the availability of equitable remedies.
SECTION 3 Effectiveness. The Second Restated Credit Agreement shall
become effective on the date (the "Second Restatement Effective Date") when the
Administrative Agent shall have received:
(a) Second Restated Credit Agreement. Signature pages hereto signed by
the Company, each of the Lenders and the Administrative Agent (it being
understood that Administrative Agent may rely on a facsimile of any signature
page as if it were an original).
(b) Resolutions; Incumbency.
(i) Copies of resolutions of the board of directors of the
Company authorizing the execution and delivery of this agreement and
the consummation of the transactions contemplated hereby, certified as
of the Second Restatement Effective Date by the Secretary or an
Assistant Secretary of the Company, and
(ii) A certificate of the Secretary or an Assistant Secretary of
the Company certifying the names and true signatures of the officers of
the Company authorized to execute and deliver this agreement.
(c) Confirmation. A Confirmation substantially in the form of Exhibit
A signed by each Subsidiary Guarantor.
(d) Certificate. A certificate of the President, the chief financial
officer, the chief accounting officer or the vice president-treasurer of the
Company, dated as of the Second Restatement Effective Date, stating that:
(i) the representations and warranties contained in Section 2
are true and correct on and as of such date, as though made on and as
of such date,
(ii) no Event of Default or Unmatured Event of Default exists or
would result from the effectiveness of this agreement, and
(iii) since December 31, 2001, no event or circumstance has
occurred that has resulted or could reasonably be expected to result in
a Material Adverse Effect.
(e) Legal Opinion. An opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice
President and General Counsel of the Company, substantially in the form of
Attachment 1.
(f) Other Documents. Such other documents as the Administrative Agent
or any Lender may reasonably request.
-3-
(g) Payment of Obligations. Evidence of payment by the Company of all
amounts payable under the Credit Agreement (other than contingent
indemnification obligations), including, without limitation, any such amounts
payable to the Exiting Lenders on such date, and all accrued and unpaid fees,
costs and expenses payable hereunder to the extent then due.
SECTION 4 Miscellaneous.
4.1 Amendment and Restatement. Upon the effectiveness hereof, the
Credit Agreement shall be restated in its entirety to read as set forth in the
Credit Agreement as amended hereby and all rights and obligations of the parties
shall be as set forth in the Second Restated Credit Agreement (except that any
provision of the Credit Agreement which by its terms survives termination
thereof shall remain in full force and effect).
4.2 Counterparts. This agreement may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same agreement.
4.3 Expenses. The Company agrees to pay all reasonable costs and
expenses of the Administrative Agent, including reasonable fees and charges of
counsel to the Administrative Agent, in connection with the preparation,
execution and delivery of this agreement.
4.4 Governing Law. This agreement 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.
4.5 Successors and Assigns. This agreement shall be binding upon the
Company, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Lenders and the Administrative Agent and the respective successors and assigns
of the Lenders and the Administrative Agent.
-4-
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
PENTAIR, INC.
By:___________________________
Title:________________________
BANK OF AMERICA, N.A.,
as Administrative Agent and as a Lender
By:___________________________
Title:________________________
BANK ONE, NA (Main Office Chicago)
By:___________________________
Title:________________________
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By:___________________________
Title:________________________
JPMORGAN CHASE BANK
By:___________________________
Title:________________________
S-1
U.S. BANK NATIONAL ASSOCIATION
By:___________________________
Title:________________________
WACHOVIA BANK, NATIONAL ASSOCIATION
By:___________________________
Title:________________________
BANCA NAZIONALE DEL LAVORO S.P.A.
NEW YORK BRANCH
By:___________________________
Title:________________________
By:___________________________
Title:________________________
NATIONAL CITY BANK
By:___________________________
Title:________________________
BANK HAPOALIM B.M.
By:___________________________
Title:________________________
By:___________________________
Title:________________________
▇-▇
▇▇▇▇▇▇ ▇▇▇▇, N.A.
By:___________________________
Title:________________________
BANCA DI ROMA - CHICAGO BRANCH
By:___________________________
Title:________________________
By:___________________________
Title:________________________
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION
By:___________________________
Title:________________________
By:___________________________
Title:________________________
BNP PARIBAS
By:___________________________
Title:________________________
By:___________________________
Title:________________________
THE BANK OF NEW YORK
By:___________________________
Title:________________________
S-3
SCHEDULE 2.01
COMMITMENTS
AND PRO RATA SHARES
Pro Rata
Lender Commitment Share
------ ---------- -----
Bank of America, N.A. $30,000,000 12.396694214%
Bank One, NA $30,000,000 12.396694214%
The Bank of Tokyo-Mitsubishi, Ltd., $30,000,000 12.396694214%
Chicago Branch
JPMorgan Chase Bank $30,000,000 12.396694214%
U.S. Bank National Association $30,000,000 12.396694214%
Wachovia Bank, National Association $20,000,000 8.264462809%
National City Bank $10,000,000 4.132231404%
Banca Nazionale del Lavoro S.p.A.
New York Branch $10,000,000 4.132231404%
Bank Hapoalim B.M. $10,000,000 4.132231404%
Mellon Bank, N.A. $10,000,000 4.132231404%
Banca di Roma - Chicago Branch $8,500,000 3.512396694%
▇▇▇▇▇ Fargo Bank, National Association $8,500,000 3.512396694%
BNP Paribas $7,500,000 3.099173553%
The Bank of New York $7,500,000 3.099173553%
TOTAL $242,000,000 100%
EXHIBIT A
CONFIRMATION BY GUARANTORS
To the Administrative Agent and the Lenders under and as
defined in the Credit Agreement referred to below
Please refer to the Second Amended and Restated 364-Day Credit
Agreement dated as of August 29, 2002 (the "Second Restated Credit Agreement")
among Pentair, Inc. (the "Company"), various financial institutions and Bank of
America, N.A., as Administrative Agent. Capitalized terms used but not defined
herein are used as defined in the Second Restated Credit Agreement.
Each of the undersigned hereby confirms to the Administrative Agent and
the Lenders that, after giving effect to the effectiveness of the Second
Restated Credit Agreement, the Subsidiary Guaranty (i) continues in full force
and effect as a guaranty of all obligations of the Company under the Second
Restated Credit Agreement and (ii) continues to be a 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.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, each of the undersigned has caused this
Confirmation to be executed and delivered by its duly authorized representative
as of August 29, 2002.
APLEX INDUSTRIES, INC.
BIESEMEYER MANUFACTURING CORPORATION
CENTURY MANUFACTURING CO.
CODELINE CORPORATION
COMPOOL, INC.
DELTA INTERNATIONAL MACHINERY
CORPORATION
DEVILBISS AIR POWER COMPANY
ELECTRONIC ENCLOSURES, INC.
ESSEF CORPORATION
FALCON MANUFACTURING, INC.
▇▇▇▇▇ CONTROLS, INC.
▇▇▇▇▇▇▇ ENCLOSURES INC.
LINCOLN AUTOMOTIVE COMPANY
▇▇▇▇▇▇ (OHIO) CORPORATION
NATIONAL POOL TILE GROUP, INC.
PENTAIR ENCLOSURES, INC.
PENTAIR ELECTRONIC PACKAGING COMPANY
PENTAIR POOL PRODUCTS, INC.
PENTAIR PUMP GROUP, INC.
PENTAIR TOOL & EQUIPMENT SALES CO.
PENTAIR WATER TREATMENT COMPANY
▇▇▇▇▇▇-CABLE CORPORATION
RAINBOW ACQUISITION CORP.
▇▇▇▇▇▇▇ TECHNOLOGIES
▇▇▇▇▇▇▇, INC.
STRUCTURAL AUSTRALIA
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC.
WEB TOOL & MANUFACTURING, INC.
WTM, INC.
By:_____________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President,
General Counsel and Secretary
