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Exhibit 10.45
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement ("First Amendment") is made this
12th day of February, 1997, effective as of October 31, 1996, by all of the
current parties to that certain Credit Agreement dated as of October 31, 1996 by
and among Commercial Intertech Corp., Commercial Intertech Holdings Limited,
Mellon Bank, N.A., as Agent, and the Banks party thereto (the "Credit
Agreement").
WHEREAS, pursuant to that certain Syndication Assignment and Assumption
Agreement dated as of January 7, 1997, among other things, certain Banks (as
defined in the Credit Agreement) became additional parties to the Credit
Agreement; and
WHEREAS, all of the current parties to the Credit Agreement desire that
certain clarifications or corrections be made to the Credit Agreement in order
to reflect and more clearly give effect to their collective understanding of the
agreements among them concerning certain of the matters addressed in the Credit
Agreement and Exhibit 8.3.3 thereto.
NOW THEREFORE, in consideration of the mutual covenants herein contained and
intending to be legally bound hereby, the parties hereto agree as follows:
1. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
(a) The definition of "Combined EBITDA" is hereby replaced in
its entirety by following revised definition:
COMBINED EBITDA for any period of determination shall mean an
amount equal to the sum of (i) the net income (excluding income (or
loss) of any Person in which any Combined TEC Group Entity has an
equity interest of 50% or less, except to the extent of the amount of
dividends or other distributions actually paid in cash by such Person
to any Combined TEC Group Entity during such period) for such period,
plus (ii) interest expense in respect of Indebtedness to the extent
deducted in determining net income for such period ("Interest
Expense"), plus (iii) the provision for domestic and foreign taxes for
such period based on income or profits to the extent such income or
profits were included in computing net income for such period, plus
(iv) depreciation deducted in determining net income for such period,
plus (v) amortization deducted in determining net income for such
period, plus (vi) only with respect to TEC's 1996 and 1997 fiscal
years, expense to the extent deducted in determining net income for
such period in respect of fees and costs which were incurred in
connection with the Tender Offer and the CUNO Spin-Off (provided, that
no such expense described in this clause (vi) shall be added to
determine Combined EBITDA for any period of determination if the
aggregate expense for that period of determination together with all
expense included in determining net income in all periods prior to the
period of determination for all such fees and costs would exceed
$8,000,000), in each case
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of the Combined TEC Group for such period determined on a combined
basis in accordance with GAAP; provided, however, that there shall be
excluded from the foregoing computation (A) all non-cash extraordinary
income, gains and losses (with extraordinary charges related to the
write-off of capitalized fees and expenses associated with the Tender
Offer and Cuno Spin-Off being deemed non-cash items) and (B) all gains
or losses from the sale of assets not sold in the ordinary course of
business, to the extent either or both were included in net income
under the foregoing clause (i) for such period.
(b) The definition of Combined Interest Expense is hereby
replaced in its entirety by the following revised definition:
COMBINED INTEREST EXPENSE for any period of determination shall be
equal to the Interest Expense of the Combined TEC Group as defined and
determined in clause (ii) of the definition of the term "Combined
EBITDA" for such period on a combined basis in accordance with GAAP,
less any amortization of fees and costs which were incurred and paid in
connection with the Tender Offer and the CUNO Spin-Off to the extent
the same are included in Interest Expense for such period.
(c) The definition of US Euro-Rate Option is hereby replaced
in its entirety by the following revised definition:
U.S. EURO-RATE OPTION shall mean a rate per annum (computed on the
basis of a year of 360 days and actual days elapsed) equal to the US
Euro-Rate plus the Applicable Margin.
(d) The last sentence of Section 8.3.2 is hereby replaced in
its entirety by the following revised sentence:
The certificate or report of accountants shall be free of
qualifications (other than any consistency qualification that may
result from a change in the method used to prepare the financial
statements as to which such accountants concur), and shall be
accompanied by a letter or report of such accountants confirming TEC's
calculations with respect to the certificate to be delivered pursuant
to Section 8.3.3 with respect to such financial statements.
(e) Exhibit 8.3.3 to the Credit Agreement (Form of Compliance
Certificate) is hereby replaced in its entirety by the revised form of Exhibit
8.3.3 attached hereto as "First Amendment Exhibit A".
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2. MISCELLANEOUS:
(a) The First Amendment supersedes all prior understandings
and agreements, whether written or oral, between the parties hereto relating to
the transactions provided for herein.
(b) This First Amendment may be executed by different
signatories hereto on any number of separate counterparts, including facsimiles,
each of which when so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this Second
Amendment as of the date first set forth above.
[INTENTIONALLY LEFT BLANK]
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[SIGNATURE PAGE 1 OF 4 TO THE FIRST AMENDMENT
TO CREDIT AGREEMENT]
MELLON BANK, N.A.
By:
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Name:
-----------------------------
Title:
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ABN AMRO BANK N.V.
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
Xxx XXX Xxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000-0000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: Xxxxx Xxxxxxx
THE BANK OF TOKYO - MITSUBISHI, LIMITED
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: Xxxxx Xxxxxxx
Notice Address:
00-00 Xxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
U.K.
Telephone No.: 0000-000-0000
Telecopier No.: 0000-000-0000
Attn: Xx. Xxxxx X. XxXxxxxx
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[SIGNATURE PAGE 2 OF 4 TO THE FIRST AMENDMENT
TO CREDIT AGREEMENT]
NBD BANK
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: Xxxxxx X. Xxxxxx
BANK ONE, COLUMBUS, NA
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
707 Brooksedge, Building No. 6
Department 1087
Xxxxxxxxxxx, XX 00000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: Xxxxx Xxxxxx
NATIONAL CITY BANK, NORTHEAST
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
Corporate Banking Department
00 Xxxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: X.X. Xxxxxxx
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[SIGNATURE PAGE 3 OF 4 TO THE FIRST AMENDMENT
TO CREDIT AGREEMENT]
THE BANK OF NEW YORK
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
Xxx Xxxx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: Xxxxxx X. Xxxxx
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By:
--------------------------------
Name:
-----------------------------
Title:
----------------------------
Notice Address:
00 Xxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx, XX 00000
Telephone No.: 000-000-0000
Telecopier No.: 000-000-0000
Attn: Xx. Xxxxxxx XxXxxxxx
Notice Address:
X.X. Xxx 00
Xxxx Xxxxx House
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Telephone No.: 0000-000-0000
Telecopier No.: 0000-000-0000
Attn: Xxxxx Xxxxxxxxx
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[SIGNATURE PAGE 4 OF 4 TO FIRST AMENDMENT
TO CREDIT AGREEMENT]
MELLON BANK, N.A. as Agent
By:
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Title:
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COMMERCIAL INTERTECH CORP.
By:
--------------------------------
Title:
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COMMERCIAL INTERTECH HOLDINGS
LIMITED
By:
--------------------------------
Title:
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