Amendment To Credit Agreement

Third Amendment to Credit Agreement

Exhibit 10.1
This THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated this 28th day of March, 2011, is by and among SL INDUSTRIES, INC., a New Jersey corporation (“Parent Borrower”), the Subsidiaries of the Parent Borrower party hereto (each a “Subsidiary Borrower” and collectively, the “Subsidiary Borrowers” and together with the Parent Borrower, each a “Borrower” and collectively, the “Borrowers”), the lenders party hereto, being not less than the Majority Lenders (the “Amendment Lenders”), and BANK OF AMERICA, N.A., a national banking association (acting in its capacity as administrative agent for the Lenders, the “Agent”).
BACKGROUND
A. Pursuant to that certain Amended and Restated Revolving Credit Agreement entered into as of October 23, 2008, by and among the Borrowers, the Lenders, and the Administrative Agent, as amended by a First Amendment and Waiver under Credit Agreement, dated August 12, 2009 and a Second Amendment to Credit Agreement, dated November 19, 2010 (as amended, modified, restated or otherwise supplemented from time to time, the “Credit Agreement”), the Lenders agreed, inter alia, to extend to the Borrowers a revolving credit facility of Forty Million Dollars ($40,000,000).
B. The Borrowers have requested, and the Amendment Lenders have agreed, upon the terms and subject to the conditions set forth herein, to allow Letters of Credit issued under the Credit Agreement to extend to maturity dates beyond the Maturity Date.
NOW, THEREFORE, for value received, and in consideration of Loans made or to be made, and other credit accommodations given or to be given, to the Borrowers by the Lenders from time to time, each Borrower, each Amendment Lender and the Agent hereby agree as follows:
1. Definitions. Except as expressly set forth herein, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.
2. Amendment to Section 1.4(a) of the Credit Agreement. Section 1.4(a) of the Credit Agreement is hereby amended by removing the phrase “standby or, documentary” therefrom.
3. Amendment to Section 1.4(e) of the Credit Agreement. Section 1.4(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:
(e) Deposit Obligations of Borrowers. In the event any Letters of Credit are outstanding on the Revolving Credit Termination Date, the Borrowers shall (A) Cash Collateralize all Letter of Credit Liabilities, in an amount equal to one hundred and two percent (102%) of the aggregate outstanding Letter of Credit Liabilities, to be available to Issuer to reimburse payments of drafts drawn under such Letters of Credit and pay any fees and expenses related thereto, and (B) prepay the fee payable under Section 1.4(b) with respect to such Letters of Credit for the full remaining terms of such Letters of Credit. Upon termination of any such Letter of Credit, the unearned portion of such prepaid fee attributable to such Letter of Credit shall be refunded to Borrowers, together with the deposit described in the preceding clause (i) to the extent not previously applied by Issuer in the manner described herein.

 

 


 

4. Amendment to Section 11.1 of the Credit Agreement. The definition of “Letter of Credit” in Section 11.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Letter of Credit” means a standby letter of credit issued for the account of Borrowers or any of their Subsidiaries by Issuer which expires by its terms within one year after the date of issuance. Notwithstanding the foregoing, a Letter of Credit may provide for automatic extensions of its expiry date for one or more successive one (1) year periods provided that the Issuer has the right to terminate such Letter of Credit on each such annual expiration date and no renewal term may extend the term of the Letter of Credit to a date that is later than the three hundred and sixtieth (360th) day after the Revolving Credit Termination Date.
5. No Waiver. No Default or Event of Default exists immediately before or immediately after the date hereof. Nothing in this Amendment nor any communication between the Agent, any Lender, the Loan Parties or any of their respective officers, agents, employees or representatives shall be deemed to constitute a waiver of: (i) any Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect; or (ii) any rights or remedies which the Agent or any Lender has against the Loan Parties under the Credit Agreement or any other Loan Document and/or applicable law, with respect to any such Default or Event of Default arising as a result of the foregoing representation proving to be false or incorrect in any material respect.
6. Representations and Warranties. Each of the Borrowers hereby represents and warrants to the Agent and the Lenders that: (i) the representations and warranties set forth in the Credit Agreement are true and correct in all material respects as of the date hereof; (ii) there is no Default or Event of Default under the Credit Agreement; (iii) each Borrower has the corporate or limited liability company power necessary to execute, deliver this Amendment, to the extent each is a party thereto; and (iv) the execution, delivery and performance of this Amendment have been duly authorized by the applicable governing body of each Borrower, and when executed, this Amendment will constitute the valid, binding and enforceable obligations of each Borrowers.

 

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7. Further Agreements and Representations. Each of the Borrowers hereby, jointly and severally:
(a) ratifies, confirms and acknowledges that the Credit Agreement, as amended hereby, and all other Loan Documents continue to be valid, binding and in full force and effect as of the date hereof, and enforceable in accordance with their terms;
(b) covenants and agrees to perform all of their respective obligations under the Credit Agreement, as amended hereby, and all other Loan Documents;
(c) acknowledges and agrees that as of the date hereof, no Borrower has any defense, set-off, counterclaim or challenge against the payment of any sums owing to the Agent or the Lenders or the enforcement of any of the terms of the Credit Agreement, as amended hereby, or any of the other Loan Documents;
(d) acknowledges and agrees that all Loans presently or hereafter outstanding under the Loan Documents shall continue to be secured by the Collateral;
(e) acknowledges and agrees that this Amendment does not constitute a novation of the Loans;
(f) ratifies, confirms and continues all rights and remedies granted to the Agent and the Lenders in the Loan Documents; and
(g) ratifies and confirms all waivers made by the Borrowers in the Loan Documents.
8. Conditions to Effectiveness of this Amendment. The Agent’s and the Amendment Lenders’ obligations hereunder are conditioned upon the satisfaction by the Borrowers of the following conditions precedent:
(a) receipt by the Agent of this Amendment, duly executed by each of the Borrowers and Majority Lenders; and
(b) receipt by the Agent of such additional agreements, instruments, documents, writings and actions as the Agent and the Lenders may reasonably request.
9. Miscellaneous.
(a) No reference to this Amendment need be made in the Credit Agreement or in any other Loan Document.
(b) This Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that no Loan Party shall assign its rights or obligations under this Amendment.
(c) This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without reference to the choice of law doctrine of the Commonwealth of Pennsylvania.

 

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(d) This Amendment may be executed in any number of counterparts with the same effect as if all the signatures on such counterparts appeared on one document and each such counterpart shall be deemed an original. Any signature on this Amendment, delivered by any party by facsimile transmission shall be deemed to be an original signature thereto.
(e) To the extent of any inconsistency between the terms and conditions of this Amendment and the terms and conditions of the Loan Documents, the terms and conditions of this Amendment shall prevail. All terms and conditions of the Credit Agreement and any other Loan Documents not inconsistent herewith shall remain in full force and effect.
(f) This Amendment is the entire agreement between the parties relating to the subject matter hereof, incorporates or rescinds all prior agreements and understandings between the parties hereto relating to the subject matter hereof, cannot be changed or terminated orally or by course of conduct, and shall be deemed effective as of the date it is accepted by the Agent.
(g) Except as expressly set forth herein, neither the execution, delivery or performance of this Amendment, nor anything contained herein, shall be construed as or shall operate as a course of conduct, course of dealing or a consent to or waiver of any provision of, or any right, power or remedy of the Agent or any Lender under, the Credit Agreement and the agreements and documents executed in connection therewith.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Credit Agreement to be duly executed as of the date first above written.
         
  Parent Borrower:

SL INDUSTRIES, INC.
 
 
  By:   /s/ Louis J. Belardi    
    Name:   Louis J. Belardi   
    Title:   Chief Financial Officer   
 
  Subsidiary Borrowers:

SL DELAWARE, INC.
SL DELAWARE HOLDINGS, INC.
MTE CORPORATION
RFL ELECTRONICS INC.
SL MONTEVIDEO TECHNOLOGY, INC.
CEDAR CORPORATION
TEAL ELECTRONICS CORPORATION
MEX HOLDINGS LLC
SL POWER ELECTRONICS CORPORATION
SLGC HOLDINGS, INC.
SL AUBURN, INC.
SL SURFACE TECHNOLOGIES, INC.
 
 
  By:   /s/ Louis J. Belardi    
    Name:   Louis J. Belardi   
    Title:   Authorized Officer   
[Signature page to Third Amendment to Credit Agreement]

 


 

         
  BANK OF AMERICA, N.A., in its capacity as Agent
 
 
  By:   /s/ Andrew Richards    
    Name:   Andrew Richards   
    Title:   SVP   
[Signature page to Third Amendment to Credit Agreement]

 


 

         
  BANK OF AMERICA, N.A., in its capacity as a
Lender
 
 
  By:   /s/ Andrew Richards    
    Name:   Andrew Richards   
    Title:   SVP   
[Signature page to Third Amendment to Credit Agreement]

 


 

         
  PNC BANK, NATIONAL ASSOCIATION
 
 
  By:   /s/ Kirk M. Mader    
    Name:   Kirk M. Mader   
    Title:   Vice President   
[Signature page to Third Amendment to Credit Agreement]

 


 

         
  KEYBANK NATIONAL ASSOCIATION
 
 
  By:   /s/ Jeff Kalinowski    
    Name:   Jeff Kalinowski   
    Title:   Senior Vice President   
[Signature page to Third Amendment to Credit Agreement]