EXHIBIT 10.2
AMENDMENT NO. 1
TO
MULTICURRENCY CREDIT AND SECURITY AGREEMENT
This Amendment No. 1 to Credit and Security Agreement (this
"Amendment"), made as of April 10, 2003, among ERICO International Corporation,
an Ohio corporation, ERICO Products, Inc., an Ohio Corporation and ERICO Europa
B.V., a limited liability company organized under the laws of the Netherlands
(collectively the "Borrowers"), the banks which are signatories thereto (the
"Banks"), LaSalle Bank National Association, as administrative agent for the
Banks (the "Administrative Agent") and Lead Arranger, General Electric Capital
Corporation, as Co-Lead Arranger and Co-Documentation Agent, National City Bank,
as Syndication Agent, KeyBank National Association, as Documentation Agent, and
LaSalle Bank National Association, as Issuing Bank (the "Issuing Bank" and,
together with the Banks and the Administrative Agent, the "Loan Parties").
WITNESSETH:
WHEREAS, the Borrowers have been extended certain financial
accommodations pursuant to that certain Multicurrency Credit and Security
Agreement, dated as of December 2, 2002, (the "Credit Agreement");
WHEREAS, the Borrowers and the Loan Parties desire to amend the Credit
Agreement as set forth herein; and
WHEREAS, the Banks which are signatories hereto constitute the Required
Banks for the purposes of amending the Credit Agreement pursuant to Section 13.1
thereof;
NOW THEREFORE, in consideration of the mutual promises and agreements
contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Borrowers and the Loan Parties do
hereby agree as follows:
Section 1 DEFINED TERMS.
Each defined term used herein and not otherwise defined herein shall
have the meaning ascribed to such term in the Credit Agreement.
Section 2 AMENDMENTS TO THE CREDIT AGREEMENT.
2.1 Amendment to Annex II. The following definitions on Annex II
as referenced in Section 1.1 shall each be amended in its entirety to read as
follows:
"CONSOLIDATED EBITDA" means, for any Cumulative Four Quarter Period,
(i) the Consolidated Net Income for such period plus (ii) the
Consolidated Interest
1
Expense for such period plus (iii) the Consolidated Income Tax Expense
for such period plus (iv) the Consolidated Depreciation and
Amortization Expense for such period plus (v) other consolidated
non-cash Extraordinary losses minus non-cash Extraordinary gains for
such period, plus (vi) one time non-cash restructuring expense in
connection with Permitted Acquisitions for such period, plus (without
duplication) (vii) one-time financing, transaction costs or fees
related to the Merger or the financing thereof not to exceed $8,000,000
plus (viii) for the periods ending prior to December 31, 2003, the
compensation and expenses relating to certain officers of Holding that
have actually been paid in cash on or before December 2, 2002, and
which will not continue to be paid after such date, in an aggregate
amount not to exceed, for the Cumulative Four Quarter Period ending
December 31, 2002, $3,400,000; for the Cumulative Four Quarter Period
ending March 31, 2003, $2,500,000; for the Cumulative Four Quarter
Period ending June 30, 2003, $1,600,000, and; for the Cumulative Four
Quarter Period ending September 30, 2003, $700,000, (ix) plus for each
of the periods ending prior to December 31, 2003, an amount not to
exceed $1,000,000 related to restructuring charges incurred prior to
December 31, 2002. Notwithstanding the forgoing, unrealized gains and
losses resulting from foreign currency exchanges related to the
Australian borrowing shall not be reflected in the calculation of
Consolidated EBITDA.
"CONSOLIDATED ERICO PRODUCTS EBITDA" means, for any Cumulative Four
Quarter Period, (i) that portion of the Consolidated Net Income for
such period which is attributable to ERICO Products and any of its US
Subsidiaries plus (ii) that portion of the Consolidated Interest
Expense for such period which is attributable to ERICO Products and any
of its US Subsidiaries plus (iii) that portion of the Consolidated
Income Tax Expense for such period which is attributable to ERICO
Products and any of its US Subsidiaries plus (iv) that portion of the
Consolidated Depreciation and Amortization Expense for such period that
is attributable to ERICO Products and any of its US Subsidiaries plus
(v) other consolidated non-cash Extraordinary losses minus non-cash
Extraordinary gains for such period which are attributable to ERICO
Products and any of its US Subsidiaries, plus (vi) one time non-cash
restructuring expenses in connection with Permitted Acquisitions for
such period that are attributable to ERICO Products and any of its US
Subsidiaries, plus (without duplication) (vii) that portion of the
one-time financing costs related to the Merger which are attributable
to ERICO Products and any of its US Subsidiaries, not to exceed
$8,000,000 in the aggregate, plus (viii) for the periods ending prior
to December 31, 2003, the compensation and expenses relating to certain
officers of Holding that have actually been paid in cash on or before
December 2, 2002, and which will not continue to be paid after such
date, in an aggregate amount not to exceed, for the Cumulative Four
Quarter Period ending December 31, 2002, $3,400,000; for the Cumulative
Four Quarter Period ending March 31, 2003, $2,500,000; for the
Cumulative Four Quarter Period ending June 30, 2003, $1,600,000, and;
for the Cumulative Four Quarter Period ending September 30, 2003,
$700,000, (ix) plus for each of the periods ending prior to December
31, 2003, an amount not to
2
exceed $1,000,000 related to restructuring charges incurred prior to
December 31, 2002.
Section 3 REPRESENTATIONS AND WARRANTIES.
The Borrowers hereby represent and warrant to the Loan Parties as
follows:
3.1 The Amendment. This Amendment has been duly and validly
executed by an authorized executive officer of each of the Borrowers and
constitutes the legal, valid and binding obligation of the Borrowers enforceable
against the Borrowers in accordance with its terms. The Credit Agreement, as
amended by this Amendment, remains in full force and effect and remains the
valid and binding obligation of the Borrowers enforceable against the Borrowers
in accordance with its terms. Each of the Borrowers hereby ratifies and confirms
the Credit Agreement as amended by this Amendment.
3.2 Nonwaiver. The execution, delivery, performance and
effectiveness of this Amendment shall not operate nor be deemed to be nor
construed as a waiver (i) of any right, power or remedy of the Loan Parties
under the Credit Agreement, nor (ii) of any term, provision, representation,
warranty or covenant contained in the Credit Agreement or any other
documentation executed in connection therewith. Further, none of the provisions
of this Amendment shall constitute, be deemed to be or construed as, a waiver of
any Potential Default or Event of Default under the Credit Agreement as amended
by this Amendment.
3.3 Credit Agreement. The Credit Agreement as amended by this
Amendment remains in full force and effect and remains the valid and binding
obligation of the Borrowers enforceable against Borrowers in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).
3.4 Reference to and Effect on the Credit Agreement. Upon the
Effectiveness of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein", or words of like import shall mean
and be a reference to the Credit Agreement as amended by this Amendment and each
reference to the Credit Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Credit Agreement shall mean and
be a reference to the Credit Agreement, as amended by this Amendment.
Section 4 CONDITIONS PRECEDENT TO EFFECTIVENESS.
In addition to all of the other conditions and agreements set forth
herein, the effectiveness of this Amendment is subject to the following
conditions precedent:
4.1 The Amendment. The Administrative Agent and the Banks shall
have received this Amendment No. 1 to Multicurrency Credit and Security
Agreement executed and delivered by a duly authorized officer of each of the
Borrowers.
3
4.2 Legal Fees. The Borrower shall have paid to the Administrative
Agent the then outstanding amount of legal fees and expenses incurred by the
Administrative Agent in connection with the review and negotiation of this
Amendment.
4.3 Other Documents. The Banks and the Administrative Agent shall
have received each additional document, instrument or piece of information
reasonably requested by the Administrative Agent.
Section 5 MISCELLANEOUS
5.1 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Illinois.
5.2 Severability. In the event any provision of this Amendment
should be invalid, the validity of the other provisions hereof and of the Credit
Agreement shall not be affected thereby.
5.3 Counterparts. This Amendment may be executed in one or more
counterparts, each of which, when taken together, shall constitute but one and
the same agreement.
[Remainder of this page intentionally left blank]
4
IN WITNESS WHEREOF, each of the Borrowers and the undersigned Loan
Parties has caused this Amendment No. 1 to Multicurrency Credit and Security
Agreement to be duly executed by its respective officers or agents thereunto
duly authorized as of the date first written above.
LASALLE BANK NATIONAL ASSOCIATION, as
Administrative Agent, Lead Arranger, a Bank
and the Issuing Bank
/s/ Xxxxxxxxx X. Xxxxx
------------------------------------
By: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President
GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Lead Arranger, Co-Documentation Agent and
a Bank
/s/ Xxxxxxxxxxx Xxx
------------------------------------
By: Xxxxxxxxxxx Xxx
Its: Duly Authorized Signatory
NATIONAL CITY BANK, as Syndication Agent and
a Bank
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------
By: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
KEYBANK NATIONAL ASSOCIATION, as
Documentation Agent and a Bank
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
By: Xxxxxxx X. Xxxxxxxx
Its: Senior Vice President
5
ERICO INTERNATIONAL CORPORATION, as a
Borrower
/s/ Xxxxx X. Xxxxx
------------------------------------
By: Xxxxx X. Xxxxx
Title: Treasurer
ERICO PRODUCTS, INC., as a Borrower
/s/ Xxxxx X. Xxxxx
------------------------------------
By: Xxxxx X. Xxxxx
Title: Treasurer
ERICO EUROPA B.V., as a Borrower
/s/ Xxxxxxx X. Xxx
------------------------------------
By: Xxxxxxx X. Xxx
Title: Director
6
