Exhibit 10.32
AMENDMENT No.1
AMENDMENT No.1 dated as of December 22, 2000 (this "Amendment"), among
CIRCOR INTERNATIONAL, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware (the "Borrower"); each of the Subsidiary
Guarantors referred to therein (collectively, the "Subsidiary Guarantors"); each
of the lenders that is a signatory hereto (individually, a "Lender" and,
collectively, the "Lenders"); and ING (U.S.) CAPITAL LLC, a Delaware limited
liability company, as agent for the Lenders (in such capacity, together with its
successors in such capacity, the "Agent").
The Borrower, the Subsidiary Guarantors, the Lenders and the Agent are
parties to a Credit Agreement dated as of October 18,1999 (as heretofore
modified and supplemented and in effect on the date hereof, the "Credit
Agreement"). The Borrower, the Subsidiary Guarantors, the Lenders and the Agent
wish to amend the Credit Agreement in certain respects and, accordingly, the
parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment,
terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 4 below, but effective as of the date hereof, the
Credit Agreement shall be amended as follows:
2.01. Definitions. Section 1.01 of the Credit Agreement shall be
amended by inserting the following definitions in the appropriate alphabetical
order:
"'Canadian Transactions' shall mean, collectively, the
following transactions:
(a) the borrowing by the Company of Revolving Credit
Loans, the proceeds of which are used solely to make a loan
(the "KF Loan") in an amount not to exceed $16,000,000 to KF
Industries, Inc., a Wholly Owned Subsidiary of the Company
("KF"), the proceeds of which are used solely to make a loan
to Telford evidenced by a promissory note (the 'Telford
Note'), the proceeds of which shall be used by Telford solely
to make a dividend payment to KF, the proceeds of which are
used by KF solely to make a dividend payment to the Company;
and
(b) after the completion of the transactions
described in the foregoing clause (a), the incurrence by a
Foreign Subsidiary of Indebtedness in an aggregate principal
amount not to exceed $16,000,000 (the 'Second Loan'), the
proceeds of which are used solely to make a loan to another
Foreign Subsidiary (the 'Second Foreign Subsidiary'), the
Company entering into a Guarantee of the Second Loan to the
lender of the Second Loan (the 'Company Guarantee'), the
Second Foreign Subsidiary using the proceeds of the loan made
to it to purchase from KF the Telford Note (the 'Telford Note
Sale'), the proceeds of which are used by KF solely to repay
the KF Loan."
"'Telford' shall mean IOG Canada, Inc., a Canadian corporation
and a Wholly Owned Subsidiary of the Company."
2.02. Mandatory Prepayment From Debt Issuance. The definition of "Debt
Issuance" in Section 1.01 of the Credit Agreement shall be amended by adding the
following at the end thereof:
", and other than the KF Loan and the Second Loan (as those terms are
defined in the definition of 'Canadian Transactions' in Section 1.01
hereof.)"
2.03. Sale of Telford Note. Section 9.05(c) of the Credit Agreement
shall be amended by replacing the word "and" at the end of clause (iii) with a
comma and adding the following new clause (v):
"and (v) sale of the Telford Note in connection with the
Canadian Transactions)."
2.04. Increase in Indebtedness Basket. Section 9.07(d) of the Credit
Agreement shall be amended by replacing it with the following new Section
9.07(d):
"(d) the following Indebtedness: (i) the Second Loan (as that
term is defined in the definition of 'Canadian Transactions'
in Section 1.01 hereof), and (ii) after repayment in full
of the Second Loan, additional Indebtedness up to but not
exceeding $10,000,000 at any one time outstanding; and"
2.05. Company Guarantee. Section 9.08(d) of the Credit Agreement shall
be amended by replacing clause (ii) appearing therein with the following new
clause (i):
"(ii) Foreign Subsidiaries, including the Telford Note and the
Investment consisting of the Company Guarantee, so long as the amount
of any advances by the Company to its Foreign Subsidiaries other than
the Telford Note and the Company Guarantee shall not exceed
$10,000,000 in aggregate at any one time;"
2.06. Use of Proceeds. Section 9.18 of the Credit Agreement shall be
amended by adding the following after the words "working capital purposes":
"and to finance acquisitions made in compliance with the provisions of
Section 9.05(b)(iv) hereof."
2.07. Granting of Liens. Section 9.19 of the Credit Agreement shall be
amended by inserting the following text immediately after the text "the
granting of Liens" appearing therein:
", other than a prohibition on the granting of Liens pursuant to an
agreement providing for the Second Loan (as that term is defined in the
definition of 'Canadian Transactions' in Section 1.01 hereof),"
Section 3. Representations and Warranties. The Borrower and the
Subsidiary Guarantors represent and warrant to the Lenders that the
representations and warranties set forth in Section 8 of the Credit Agreement
are true and complete on the date hereof as if made on and as of the date hereof
and as if each reference in said Section 8 to "this Agreement" included
reference to this Amendment.
Section 4. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon (i) the execution and delivery of this
Amendment by the Borrower, the Subsidiary Guarantors, the Majority Lenders and
the Agent and (ii) the delivery of any agreements or documents executed in
connection with the Second Loan.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
may be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Amendment by signing any such counterpart. This Amendment shall be governed
by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
CIRCOR INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxx
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Title: Chairman, Chief Executive Officer
SUBSIDIARY GUARANTORS
CIRCOR, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx, Xx.
Title: Chairman, Chief Executive Officer
CIRCOR IP HOLDING CO
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
CIRCLE SEAL CONTROLS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
CIRCLE SEAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
GO REGULATOR, INC.
BY: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
XXXX INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
KF INDUSTRIES INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
KF SALES CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
XXXXXX CONTROLS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
XXXXXX ENGINEERING COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: VP, Chief Financial Officer
ING (U.S.) CAPITAL LLC, as Lender
By: /s/ Xxxxxxx Xxxxxx
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Title: DIRECTOR
Xxxxxxx Xxxxxx
Fleet National Bank
f/k/a BANKBOSTON, N.A., as Lender
By: /s/ Xxxx X. X'Xxxxxxxx
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Title: Director
XXXXX BROTHERS XXXXXXXX & CO., as Lender
BY: /s/ Xxxxxx X. Xxxx
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Title: SENIOR VICE PRESIDENT
FIRST UNION NATIONAL BANK, as Lender
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Xxxxx X. Xxxxxxxx
Senior Vice President
CITIZENS BANK OF MASSACHUSETTS, as Lender
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President
ING (U.S.) CAPITAL LLC, as Agent
By: /s/ Xxxxxxx Xxxxxx
----------------------------------------
Title: DIRECTOR
Xxxxxxx Xxxxxx
