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Exhibit 10.1
SLI, INC.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
AMENDMENT NO. 1 TO SECURITY AGREEMENT AND
AMENDMENT NO. 2 TO AMENDED AND RESTATED PLEDGE AGREEMENT
This Amendment (the "Amendment"), dated as of August 13, 2001 (the
"Effective Date"), is among SLI, Inc., an Oklahoma corporation, as Borrower, the
Guarantors party to the Credit Agreement (as defined below), the Lenders party
to the Credit Agreement, the Co-Agents to the Credit Agreement, ABN AMRO Bank
N.V., as Documentation Agent, First Union National Bank, as Syndication Agent
and Fleet National Bank f/k/a BankBoston, N.A., as Administrative Agent (the
"Administrative Agent"). The parties agree as follows:
1. Credit Agreement; Definitions. This Agreement amends (a) the
Second Amended and Restated Credit Agreement dated as of October 29, 1999 among
the parties hereto and the Lenders (as in effect prior to giving effect to this
Agreement, the "Credit Agreement"), (b) the Security Agreement dated as of July
3, 2000 between the Administrative Agent and SLI Lighting Company (the "SLI
Lighting Company Security Agreement") and (c) the Amended and Restated Pledge
Agreement dated as of July 3, 2000 between the Administrative Agent and SLI
Lighting Products, Inc. (the "SLI Lighting Products Pledge Agreement"). Terms
defined in the Credit Agreement as amended hereby (the "Amended Credit
Agreement") and not otherwise defined herein are used with the meaning so
defined.
2. Amendment of Credit Agreement. Effective upon the Effective
Date hereof, the Credit Agreement is amended as follows:
2.1 Amendment of Schedule 2.1. Schedule 2.1, the List of
Lenders and Revolving Credit Commitments, is amended to read in its
entirety as set forth on Exhibit A hereto. Amounts in respect of
principal, interest, commitment fees, Letter of Credit fees and other
amounts payable hereunder shall be payable in accordance with the terms
of the Credit Agreement for periods prior to the Effective Date of this
Amendment and in accordance with the Amended Credit Agreement for
periods from and after the Effective Date of this Amendment.
2.2 Amendment of Section 1.1.
(a) The definition of "Applicable Margin" set
forth in Section 1.1 is hereby amended to read in its entirety
as follows:
"Applicable Margin" means, for any Type of Loans for
any Payment Period (as defined below), the respective rates
indicated below for Loans of such Type opposite the applicable
Leverage Ratio indicated below for such Payment Period (or as
provided in the final paragraph of this definition, for part
of a Payment Period):
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LEVEL Range of Leverage Ratio Applicable Margin for Applicable Margin for
LIBOR Loans Base Rate Loans
(% per annum) (% per annum)
I. Greater than or equal to 3.00% 1.50%
3.50 to 1
II. Greater than or equal to 1.75% 0.25%
3.25 to 1 but less than
3.50 to 1
III. Greater than or equal to 1.50% 0.00%
2.50 to 1 but less than
3.25 to 1
IV. Greater than or equal to 1.25% 0.00%
2.00 to 1 but less than
2.50 to 1
V. Greater than or equal to 1.00% 0.00%
1.50 to 1 but less than
2.00 to 1
VI. Less than 1.50 to 1 0.75% 0.00%
For purposes hereof, a "Payment Period" means the
period from October 29, 1999 until one Business Day after the
receipt by the Lenders of the Compliance Certificate for
fiscal quarter ending March 31, 2000 (the "Initial Payment
Period"), and thereafter, the period commencing one Business
Day after the receipt by the Lenders of the Compliance
Certificate for each fiscal quarter thereafter until the
receipt of the Compliance Certificate for the next fiscal
quarter;
Provided that, if the Compliance Certificate is not
delivered as provided in Section 6.1, the Applicable Margin
shall be set at Level I until the Compliance Certificate is
delivered to the Lenders and the Lenders have waived any
existing Event of Default.
Notwithstanding the foregoing, the Applicable Margin
for the Payment Periods commencing on or after June 30, 2001
shall be Level I. Anything in this Agreement to the contrary
notwithstanding, the Applicable Margin shall be the
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highest rates provided for above during any Payment Period
when an Event of Default shall have occurred and be
continuing.
(b) The definition of "Special Counsel" set
forth in Section 1.1 is hereby amended to
read in its entirety as follows:
"Special Counsel" means Ropes & Xxxx, in its capacity
as special counsel to Fleet National Bank (successor to
BankBoston, N.A.), as Administrative Agent of the credit
facilities contemplated hereby.
2.3 Amendment of Section 6.1. Section 6.1 is hereby
amended to include Section 6.1(i), which will read in its entirety as follows:
(i) as soon as available and in any event within
30 days after the end of each month:
(i) consolidated and consolidating
statements of profits and losses of members of the
Consolidated Group for such period and for the period
from the beginning of the respective fiscal year to
the end of such period, setting forth in each case in
comparative form the corresponding consolidated and
consolidating figures for the corresponding period in
the preceding fiscal year, and a detailed report of
the management of the Borrower discussing the
Consolidated Group's financial performance and
results of operations for such period.
2.4 Amendment of Section 7.4. Section 7.4 is hereby
amended to include Section 7.4(e), which will read in its entirety as follows:
(e) Without limitation or extending the
foregoing provisions of this Section 7.4, the Administrative
Agent and the Lenders hereby expressly consent and agree to
the release of any security interest in any collateral of SLI
Lighting Company.
2.5 Amendment of Section 7.9(a). Section 7.9(a) is hereby
amended to read in its entirety as follows:
(a) Maximum Leverage Ratio. The Consolidated Group will
not permit the Leverage Ratio at any time (i) during the period from
the date hereof to the end of the quarterly fiscal period ending on
April 1, 2001 to exceed 3.75 to 1.00; (ii) during the period beginning
on April 2, 2001 and ending on September 29, 2001 to exceed 4.6 to
1.00; and (iii) on September 30, 2001 and during any quarterly fiscal
period thereafter to exceed 3.5 to 1.00.
2.6 Amendment to Section 10.1(b). Section 10.1(b) is
hereby amended to read in its entirety as follows:
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(b) if to the Administrative Agent, to Fleet National
Bank, 000 Xxxxxxx Xxxxxx, Mail Code 01-07-05, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention of Xxxx Xxxxxx, Vice President (Telecopy No. (617)
434-6471), with a copy to Ropes & Xxxx, Xxx Xxxxxxxxxxxxx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention of Xxxxx XxXxx, Esq. (Telecopy
No. 617-951-7050);
2.7 Amendment to Section 10.4(b). Section 10.4(b)(ii) is hereby
amended to read in its entirety as follows:
(ii) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Revolving
Credit Commitment or the 364 Day Revolving Credit Commitment,
the amount of the Revolving Credit Commitment or the 364 Day
Revolving Credit Commitment of the assigning Lender subject to
each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000
unless the Administrative Agent otherwise consents; provided
that for such purposes, the amount of outstanding Loans and
unused Commitments shall be determined without regard to any
Swing Loans then outstanding.
3. Amendment of SLI Lighting Company Security Agreement.
Effective upon the Effective Data hereof, the SLI Lighting Company Security
Agreement is amended as follows:
(a) Amendment to Section 16. Section 16 is hereby amended
to read in its entirety as follows:
16. Termination; Assignment, etc. This Agreement and the
security interest in the Collateral created hereby shall terminate upon
the earlier of (a)(i) the consummation of the sale, lease, transfer or
other disposition of all or substantially all of the assets of the
Debtor, (ii) the consummation of the sale, transfer or other
disposition of all the capital stock of the Debtor to a third party not
affiliated with the Debtor or (iii) the merger or consolidation of the
Debtor with a third party not affiliated with the Debtor in which the
Debtor is not a surviving corporation, each in accordance with the
Credit Agreement, or (b) the date on which all of the Secured
Obligations have been paid and finally discharged in full. In such
event, the Administrative Agent agrees to execute appropriate releases
of liens on the Collateral and provide such third party, in the case of
termination in accordance with clause (a) above, with written
acknowledgement of such termination. No waiver by the Administrative
Agent or by any other holder of Secured Obligations of any default
shall be effective unless in writing nor operate as a waiver of any
other default or of the same default on a future occasion. In the event
of a sale or assignment of part or all of the Secured Obligations by
any Secured Party, each such Secured Party may assign or transfer their
respective rights and interest under this Agreement in whole or in part
to the purchaser or purchasers of such Secured Obligations, whereupon
such purchasers shall become vested with all of the powers and rights
of the Secured Party hereunder.
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4. Amendment of SLI Lighting Products Pledge Agreement. Upon the
consummation of the sale, transfer or other disposition of all of the capital
stock of SLI Lighting Company by SLI Lighting Products, in accordance with the
Credit Agreement (the "SLI Lighting Company Transaction"), (i) the
Administrative Agent will return to SLI Lighting Products the pledged stock
certificates for SLI Lighting Company as promptly as practicable following the
consummation of the SLI Lighting Company Transaction and (ii) the SLI Lighting
Products Pledge Agreement will be amended as follows:
(a) Amendment of Schedule I. Schedule I is amended to
read in its entirety as set forth on Exhibit B hereto.
5. Release of Guarantors. Effective upon the Effective Date
hereof, SLI Lighting Company shall be released as a Guarantor under the Credit
Agreement and shall be removed as Guarantor from the signature page to the
Credit Agreement.
6. Representations and Warranties. In order to induce the Lenders
to enter into this Amendment, each of the Borrower and the Guarantors hereby
represents and warrants that (i) each of the representations and warranties
contained in Article IV of the Credit Agreement will be true and correct on the
Effective Date hereof and (ii) no Default or Event of Default will exist.
7. Special Commitment Fee. The Borrower agrees to pay to the
Administrative Agent, for the account of each Lender that executes a counterpart
hereto, on the Effective Date a commitment fee in the amount of .10% of the sum
of such Lender's Revolving Credit Commitment and such Lender's 364 Day Revolving
Credit Commitment as set forth on Exhibit A hereto.
8. Payment of Agent's Legal Expenses. Upon or prior to the
effectiveness of this Amendment, the Borrower agrees to pay the reasonable legal
fees and expenses of the Agent with respect to the Credit Agreement, this
Amendment and the transactions contemplated hereby.
9. Conditions to Effectiveness. This Amendment shall become
effective and be deemed effective as of the Effective Date if, and only if, the
Administrative Agent shall have received duly executed counterparts of this
Amendment from the Borrower and the Required Revolving Credit Lenders.
10. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This Agreement,
the Amended Credit Agreement and the other Credit Documents referred to herein
or therein constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. Each of this Agreement
and the Amended Credit Agreement is a Credit Document and may be executed in any
number of counterparts, which together shall constitute one instrument, and
shall bind and inure to the benefit of the parties and their respective
successors and assigns, including as such successors and assigns all holders of
any Credit Obligation. This Agreement shall be governed
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by and construed in accordance with the laws (other than the conflict of law
rules) of The Commonwealth of Massachusetts.
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Amendment No. 3 to Credit Agreement
Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first written above.
BORROWER
SLI, INC.
By
-------------------------------
Name:
Title:
GUARANTORS:
CHICAGO MINIATURE LAMP -
SYLVANIA LIGHTING INTERNATIONAL, INC.
CHICAGO MINIATURE OPTOELECTRONIC
TECHNOLOGIES, INC.
CML AIR, INC.
CML FIBEROPTICS, INC.
ELECTRO FIBEROPTICS CORP.
ELECTRO-MAG INTERNATIONAL, INC.
SLI LIGHTING COMPANY
SLI LIGHTING PRODUCTS, INC.
By
-----------------------------------
Name: Xxxxxxx X. Parenti
Title: Secretary or Clerk
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A&S ELECTRIC spol s.r.o.
ALBA SPEZIALLAMPEN GmbH
ALBA SPEZIALLAMPEN HOLDING GmbH
ALBA TECHNOLOGY (M) Sdr. Bhd.
BADALEX LIMITED
CCC DE MEXICO, S.A. DE C.V.
CHICAGO MINIATURE LAMP - SYLVANIA
LIGHTING INTERNATIONAL I, B.V.
LIGHTHOUSE INVESTMENT HOLDINGS LIMITED
SLI MINIATURE LIGHTING GmbH und Co. KG
X. XXXXXXXX GRUNDSTUCKSGESELLSCHAFT
GmbH und CO. Gbr
CHICAGO MINIATURE LAMP (CANADA) INC.
By
-----------------------------------
Name: Xxxxxxx X. Parenti
Under Power of Attorney
Dated
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ADMINISTRATIVE AGENT
FLEET NATIONAL BANK,
as Administrative Agent
By
------------------------------------
Name:
Title:
CO-AGENTS:
KEYBANK NATIONAL ASSOCIATION
as Co-Agent
By
------------------------------------
Name:
Title:
CITICORP USA, INC.
as Co-Agent
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
00
XXXXXXXXXX XXXX XXX XXXXXXXXXXX XX,
XXX XXXX BRANCH
as Co-Agent
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
SYNDICATION AGENT:
FIRST UNION NATIONAL BANK
as Syndication Agent
By
------------------------------------
Name:
Title:
DOCUMENTATION AGENT:
ABN AMRO BANK N.V.
as Documentation Agent
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
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The foregoing amendment is approved by
the Lenders signing below:
LENDERS:
FLEET NATIONAL BANK
By
-------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By
-------------------------------
Name:
Title:
By
-------------------------------
Name:
Title:
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FIRST UNION NATIONAL BANK
By
------------------------------
Name:
Title:
BANK OF AMERICA, N.A.
By
------------------------------
Name:
Title:
BAYERISCHE HYPO UND VEREINSBANK AG,
NEW YORK BRANCH
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
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CITICORP USA, INC.
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION
By
------------------------------
Name:
Title:
LLOYDS TSB BANK PLC
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
14
BANKONE, NA (Main Office: Chicago)
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
COMERICA BANK
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
15
BNP PARIBAS, AS SUCCESSOR IN INTEREST
TO BANQUE NATIONALE DE PARIS
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
00
XXX XXXX XX XXXX XXXXXX
By
------------------------------
Name:
Title:
NATEXIS BANQUE
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
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KBC BANK, N.V.
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
FLEET NATIONAL BANK (successor by
merger to Summit Bank)
By
------------------------------
Name:
Title:
BANK HAPOALIM B.M.
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
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Exhibit A
SCHEDULE 2.1
LIST OF LENDERS AND REVOLVING CREDIT COMMITMENTS
Revolving Credit 364 Day Revolving
Lender Commitment Credit Commitment
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Fleet National Bank $38,400,000 $10,893,617.00
ABN AMRO Bank, N.V., $27,000,000 $7,659,575.00
Documentation Agent
First Union National Bank, $27,000,000 $7,659,575.00
Syndication Agent
Bank of America, N.A. $18,000,000 $0
Bayerische Hypo und Vereinsbank AG, $18,000,000 $5,106,383.00
New York Branch, Co-Agent
Citicorp USA, Inc., Co-Agent $18,000,000 $5,106,383.00
KeyBank National Association,Co-Agent $18,000,000 $5,106,383.00
Lloyds TSB Bank PLC $15,000,000 $4,255,320.00
BankOne, N.A. $12,000,000 $3,404,255.00
Bank of Tokyo-Mitsubishi Trust Company $12,000,000 $3,404,255.00
Comerica Bank $12,000,000 $3,404,255.00
BNP Paribas, as successor in interest
to Banque Nationale de Paris $12,000,000 $3,404,255.00
National Westminster Bank PLC $12,000,000 $3,404,255.00
Wachovia $12,000,000 $3,404,255.00
The Bank of Nova Scotia $12,000,000 $3,404,255.00
Natexis Banque $9,000,000 $2,553,192.00
The Bank of New York $7,200,000 $2,042,553.00
KBC Bank, N.V. $7,200,000 $2,042,553.00
Summit Bank $7,200,000 $2,042,553.00
Bank Hapoalim B.M. $6,000,000 $1,702,128.00
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Exhibit B
SCHEDULE I
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(to Amended Pledge Agreement)
PLEDGED STOCK
Listed Company
and Address Description No. of Shares Certificate No.(s)
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CCC de Mexico, 65% of the outstanding
S.A. de C.V. share capital
Electro-Mag International,
Inc. 100% of the outstanding
common stock
PLEDGED NOTES
Outstanding Maturity
Issuer Date Face Amount Principal Amount Date
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