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Exhibit 10.3
FIRST AMENDMENT
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This First Amendment (this "Amendment") is entered into as of
this 27th day of June, 1997 among Waterlink (Sweden) AB (f/k/a Gigantissimo 2061
(AB), the "Borrower"), Waterlink, Inc. (the "Guarantor") and Bank of America
National Trust & Savings Association, London Branch (the "Bank"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Agreement (as defined below).
RECITALS
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WHEREAS, the Borrower, the Guarantor and the Bank are party to
the Credit Agreement, dated as of March 4, 1997 (as amended, supplemented,
restated or otherwise modified from time to time, the "Agreement");
WHEREAS, the Borrower, the Guarantor and the Bank wish to
enter into certain amendments to the Agreement, all as more fully set forth
herein;
NOW THEREFORE, in consideration of the mutual execution hereof
and other good and valuable consideration, the parties hereto agree as follows:
SECTION 1. AMENDMENTS.
(a) Section 1.01 of the Agreement is hereby amended
by deleting the definition "APPLICABLE MARGIN" contained therein in its
entirety and inserting in lieu thereof the following:
"APPLICABLE MARGIN" shall mean, from time to time,
the Applicable Margin applicable to Offshore Rate Loans (as
each such term is defined in the Waterlink Credit Agreement)
as determined pursuant to the Waterlink Credit Agreement.
(b) Section 1.01 of the Agreement is hereby further
amended by deleting the date "February 18, 2000" appearing in the
definition "TERMINATION DATE" contained therein and inserting in lieu
thereof the date "June 27, 2000".
(c) Section 1.01 of the Agreement is hereby further
amended by deleting the date "February 19, 1997" appearing in the
definition "WATERLINK CREDIT AGREEMENT" contained therein and inserting
in lieu thereof the date "June 27, 1997".
(d) The signature page to the Agreement is hereby
amended by deleting the dollar amount "$3,800,000" contained thereon
and inserting in lieu thereof the dollar amount "$3,000,000".
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SECTION 2. REFERENCE TO AND EFFECT UPON THE AGREEMENT.
(a) Except as specifically amended above, the
Agreement shall remain in full force and effect and are hereby ratified
and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Bank under the Agreement, nor constitute a waiver of any
provision of the Agreement, except as specifically set forth herein.
Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of similar import shall mean and be a reference to the Agreement as
amended hereby.
SECTION 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SECTION 4. HEADINGS. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.
SECTION 5. COUNTERPARTS. This Amendment may be executed in
any number of counterparts, each of which when so executed shall be deemed an
original but all such counterparts shall constitute one and the same instrument.
SECTION 6. EFFECTIVENESS. This Amendment shall become
effective as of the date first written above upon the delivery of executed
signature pages for this Amendment signed by the Borrower, the Guarantor and the
Bank.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
its duly authorized officer as of the date first written above.
XXXXXXXXX (XXXXXX) XX (x/x/x XXXXXXXXXXXX
0000 (XX))
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Director
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WATERLINK, INC., as Guarantor
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Chief Financial Officer
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, LONDON BRANCH
By: /s/ Xxxxx Xxxxxx
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Title: Vice President
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