Exhibit 10.3
SECOND AMENDMENT
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SECOND AMENDMENT (this "Amendment"), dated as of October 27, 1997,
among MOTORS AND GEARS INDUSTRIES, INC., a Delaware corporation (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (each, a "Bank" and, collectively, the "Banks"), and BANKERS TRUST
COMPANY, as Agent for the Banks (the "Agent"). All capitalized terms used herein
and not otherwise defined shall have the respective meanings provided such terms
in the Credit Agreement.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of November 7, 1996 (the "Credit Agreement");
WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Modifications to Credit Agreement.
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1. Section 8.15(a)(ii)(w) of the Credit Agreement is hereby amended by
(i) deleting the phrase "and/or" appearing therein and inserting in lieu thereof
a comma and (ii) inserting the phrase "and/or other Indebtedness permitted
pursuant to Section 9.04(xxii)" immediately after the phrase "Permitted Acquired
Debt" appearing therein.
2. The definition of "Permitted Transaction Cost" appearing in Section
11 of the Credit Agreement is hereby amended by (i) deleting the phrase "and/or"
appearing in clause (iii) thereof and inserting in lieu thereof a comma and (ii)
inserting the phrase "and/or other Indebtedness permitted pursuant to Section
9.04(xxii)" immediately after the phrase "Permitted Acquired Debt" appearing in
clause (iii) thereof.
II. Miscellaneous Provisions.
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1. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Second Amendment
Effective Date both before and after giving effect to this Amendment; and
(b) all of the representations and warranties contained in the Credit
Agreement or the other Credit Documents are true and correct in all
material respects on the Second Amendment Effective Date both before and
after giving effect to this Amendment, with the same effect as though such
representations and warranties had been made on and as of the Second
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of the Borrower and the Required Banks
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at its Notice Office.
6. From and after the Second Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
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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.
MOTORS AND GEARS INDUSTRIES, INC.
By /s/ Xxxxxx Xxxxxx
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Title: Vice President
BANKERS TRUST COMPANY
Individually and as Agent
By /s/ Xxxxxxxx Xxxxx
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Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Xxxxxxxx Xxxxxxxxx
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Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxx X. Xxxxxxx
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Title: Managing Director
XXXXXX FINANCIAL
By /s/ Xxxxxxx X. Szneijder
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Title: Vice President
