Exhibit 10.2
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND WAIVER
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THIS AMENDMENT, dated as of October 28, 1999, by and between Prestolite
Electric Incorporated, a Delaware corporation, of Ann Arbor, Michigan (herein
called "Company"), and Comerica Bank, a Michigan banking corporation, of
Detroit, Michigan (herein called "Bank").
W I T N E S S E T H:
WHEREAS, said parties desire to amend that certain Second Amended and
Restated Credit Agreement dated as of December 31, 1998, entered into by and
between Company and Bank, as amended by Amendment No. 1 dated as of July 30,
1999 (herein called "Agreement"), to modify the financial covenants;
NOW, THEREFORE, IT IS AGREED that the Agreement is amended as follows:
(ii) Section 10.13 is hereby amended to read in its entirety as follows:
"10.13 Maintain, as of the last day of each fiscal quarter, a
Fixed Charge Coverage Ratio of not less than the following during the
periods specified below:
September 30,1999 through December 30,2000.................. 2 to 1
December 31,2000 and thereafter ............................ 2.5 to 1"
(ii) Bank hereby waives the Event of Default arising by reason of the
breach by Company of Section 10.13 (Fixed Charge Coverage Ratio) for
the quarter ending September 30, 1999. Such waiver is given in
accordance with Section 14.7 of the Agreement. In particular, and with
limitation, such waiver shall be strictly limited to its terms and
shall not act as a waiver of or consent to any other Default or Event
of Default, transaction, act or omission, whether related or unrelated
to the foregoing.
This Amendment shall be effective as of the date hereof and upon payment by
Company of a non-refundable waiver fee in the amount of $5,000. Except as
modified hereby, all of the terms and conditions of the Agreement and the
Revolving Credit Note shall remain in full force and effect. Company hereby
represents and warrants that, after giving effect to the amendments contained
herein, (a) the execution, delivery and
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performance of this Amendment and any other documents and instruments required
under this Amendment or the Agreement are within Company's corporate powers,
have been duly authorized, are not in contravention of law or the terms of
Company's certificate of incorporation or bylaws and do not require the consent
or approval of any governmental body, agency or authority, and this Amendment,
and any other documents and instruments required under this Amendment or the
Agreement, are valid and binding in accordance with their terms; (b) the
continuing representations and warranties of Company set forth in Section 9.1
through 9.5 and 9.8 through 9.16 of the Agreement are true and correct on and as
of the date hereof, and the continuing representations and warranties of Company
set forth in Section 9.6 of the Agreement are true and correct as of the date
hereof with respect to the most recent financial statements furnished to Bank by
Company in accordance the Agreement; and (c) no Default or Event of Default has
occurred and is continuing as of the date hereof.
WITNESS the execution hereof as of the date and year first above written.
COMERICA BANK PRESTOLITE ELECTRIC INCORPORATED
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx
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Its: Vice President Its: Controller
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CONSENT OF GUARANTOR
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The undersigned guarantor hereby consents to the foregoing Amendment as of
the date thereof and reaffirms and ratifies all of its obligations to the Bank
under the guaranty of the obligations of Company previously executed and
delivered by it.
PRESTOLITE ELECTRIC HOLDING, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
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Its: Treasurer
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