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"), XXXXXX 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:
"June 30, 2000 ................................1.00 to 1.00
September 30, 2000.............................1.00 to 1.00
December 31, 2000..............................1.00 to 1.00
March 31, 2001 and each calendar
quarter thereafter...........................1.50 to 1.00"
1.2 Section 7.12 of the Credit Agreement (Leverage Ratio) is
hereby amended by replacing the table contained therein with the following:
"June 30, 2000 ................................7.75 to 1.00
September 30, 2000.............................7.50 to 1.00
December 31, 2000..............................7.00 to 1.00
March 31, 2001 and each calendar
quarter thereafter...........................5.50 to 1.00"
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:
"June 30, 2000............................ $22.00
September 30, 2000........................ 22.50
December 31, 2000......................... 24.00"
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/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and CEO
XXXXXX PERFORMANCE PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and CEO
XXXXXX AUTOMOTIVE INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and CEO
LUNATI CAMS, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and CEO
LMT MOTOR SPORTS CORPORATION
By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: President and CEO
LUNATI & XXXXXX PISTONS,
INCORPORATED
5
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name:
Title:
XXXXXX PERFORMANCE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------------
Name:
Title:
XXXXXX INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxx
----------------------------
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
XXXXXX 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/ XXXXX XXXXX
------------------------------
Name: Xxxxx Xxxxx
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:
XXXXXX 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/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
8
BANK AUSTRIA CREDITANSTALT CORPORATE
FINANCE, INC., as a Bank
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/ G. Xxxxxx Xxxxx
--------------------------------------
Name: G. Xxxxxx Xxxxx
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/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Director
CIBC World Markets Corp.
As Agent
