Exhibit 10.23
SECOND AMENDMENT
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THIS SECOND AMENDMENT, dated as of April 30, 2001 (this "Amendment"),
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amends the Long Term Credit Agreement, dated as of September 2, 1999 (as
previously amended, the "Credit Agreement"), among the Borrower, various
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subsidiaries thereof, various financial institutions and BANK OF AMERICA, N.A.,
as Administrative Agent. Terms defined in the Credit Agreement are, unless
otherwise defined herein or the context otherwise requires, used herein as
defined therein.
WHEREAS, the Company, the Lenders and the Administrative Agent have
entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as more fully set forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1 Amendments. Subject to the satisfaction of the conditions
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precedent set forth in Section 3, the Credit Agreement shall be amended as set
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forth below:
(a) Amendment to Section 13.13. Section 13.13 is amended in its
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entirety to read as follows:
13.13. Subsidiary Guaranty. The Company will take, and will
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cause its Subsidiaries to take, such actions as are reasonably
necessary or as the Administrative Agent may reasonably request
(including delivery of authorization documents and customary opinions
of counsel) so that as of May 1, 2001, and at all times thereafter
(subject to the proviso below), all of the Company's obligations
hereunder are guaranteed by Subsidiaries (other than Foreign
Subsidiaries) that, in the aggregate together with the Company, own
90% or more of the consolidated assets of the Company and its
Subsidiaries (excluding Foreign Subsidiaries) and earned 90% or more
of the consolidated revenue of the Company and its Subsidiaries
(excluding Foreign Subsidiaries) during the most recent period of four
consecutive fiscal quarters (excluding the revenues of any Subsidiary
or business unit which has been divested or liquidated on or prior to
any date of determination), in each case pursuant to the Subsidiary
Guaranty; provided that the provisions of this Section 13.13 shall
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cease to be effective (and thereafter no Subsidiary shall be obligated
to guarantee the Company's obligations hereunder) on the first date
after May 1, 2001 on which the Company's long term senior unsecured
non-credit-enhanced public Debt is rated BBB or better by S&P and Baa2
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or better by ▇▇▇▇▇'▇.
(b) Amendment to Section 14.01. Subsection (l) of Section 14.01
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is amended in its entirety to read as follows:
(i) at any time during which the Subsidiary Guaranty is
required to be in effect pursuant to Section 13.13, the Subsidiary Guaranty
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shall cease to be in full force and effect with respect to any Subsidiary
Guarantor (other than as a result of such Subsidiary Guarantor ceasing to be a
Subsidiary pursuant to a transaction permitted hereunder), any Subsidiary
Guarantor shall fail (subject to any applicable grace period) to comply with or
to perform any applicable provision of the Subsidiary Guaranty, or any
Subsidiary Guarantor (or any Person by, through or on behalf of such Subsidiary
Guarantor) shall contest in any manner the validity, binding nature or
enforceability of the Subsidiary Guaranty with respect to such Subsidiary
Guarantor.
SECTION 2 Representations and Warranties. The Company represents and
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warrants to the Lenders that (a) each of the representations and warranties of
the Company set forth in the Credit Agreement is true and correct as of the
date of the execution and delivery of this Amendment by the Company, with the
same effect as if made on such date, (b) the execution and delivery by the
Company of this Amendment and the performance by the Company of its obligations
under the Credit Agreement, as amended hereby (as so amended, the "Amended
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Credit Agreement"), (i) are within the powers of the Company, (ii) have been
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duly authorized by all necessary action on the part of the Company, (iii) have
received all necessary governmental approval and (iv) do not and will not
contravene or conflict with (A) any provision of law or the certificate of
incorporation or by-laws or other organizational documents of the Company or
(B) any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or any of its Subsidiaries and (c) the Amended Credit
Agreement is a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
SECTION 3 Effectiveness. This Amendment shall become effective on the
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date on which the Administrative Agent has received counterparts (or facsimiles
thereof) of signature pages to this Amendment executed by the Company, the
Required Lenders and the Administrative Agent.
SECTION 4 Miscellaneous.
(a) Continuing Effectiveness, etc. As herein amended, the Credit
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Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the effective date hereof, all references in
the Credit Agreement and the Notes to "Credit Agreement", "Agreement" or
similar terms shall refer to the Amended Credit Agreement.
(b) Counterparts. This Amendment may be executed in any number of
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counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
(c) Expenses. The Company agrees to pay the reasonable costs and
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expenses of the Administrative Agent (including attorney's fees and expenses)
in connection with the preparation, execution and delivery of this Amendment.
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(d) Governing Law. This Amendment shall be a contract made under and
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governed by the internal laws of the State of Illinois applicable to contracts
made and to be performed entirely within such State.
(e) Successors and Assigns. This Amendment shall be binding upon the
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Company, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Lenders and the Administrative Agent and the respective successors and assigns
of the Lenders and the Administrative Agent.
Delivered at Chicago, Illinois as of the day and year first above
written.
PENTAIR, INC.
By____________________________________________
Title_________________________________________
BANK OF AMERICA, N.A.,
individually and as Administrative Agent
By____________________________________________
Title_________________________________________
BANK ONE, NA (Main Office Chicago) (formerly
known as The First National Bank of Chicago)
By____________________________________________
Title_________________________________________
U.S. BANK NATIONAL ASSOCIATION
By____________________________________________
Title_________________________________________
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By____________________________________________
Title_________________________________________
S--1 Second Amendment to
Long Term Credit Agreement
FIRST UNION NATIONAL BANK
By____________________________________________
Title_________________________________________
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
THE BANK OF TOKYO - MITSUBISHI, LTD.,
CHICAGO BRANCH
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
BANK HAPOALIM B.M.
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
S--2 Second Amendment to
Long Term Credit Agreement
CREDIT AGRICOLE INDOSUEZ
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
CREDIT LYONNAIS CHICAGO BRANCH
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
SUNTRUST BANK (formerly known as
SunTrust Bank, Central Florida, N.A.)
By____________________________________________
Title_________________________________________
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
S--3 Second Amendment to
Long Term Credit Agreement
BANCA DI ROMA - CHICAGO BRANCH
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
BANCA NAZIONALE DEL LAVORO S.p.A.
NEW YORK BRANCH
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
BANK OF MONTREAL
By____________________________________________
Title_________________________________________
THE BANK OF NEW YORK
By____________________________________________
Title_________________________________________
BNP PARIBAS (formerly known as Banque
Nationale De Paris)
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
S--4 Second Amendment to
Long Term Credit Agreement
FIRSTAR BANK, N.A. (formerly known as Firstar
Bank of Minnesota, N.A.)
By____________________________________________
Title_________________________________________
FLEET NATIONAL BANK
By____________________________________________
Title_________________________________________
MELLON BANK, N.A.
By____________________________________________
Title_________________________________________
SANWA BANK LIMITED
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK AND
GRAND CAYMAN BRANCHES
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
S--5 Second Amendment to
Long Term Credit Agreement
MICHIGAN NATIONAL BANK
By____________________________________________
Title_________________________________________
NATIONAL CITY BANK
By____________________________________________
Title_________________________________________
BASNCO ESPIRITO SANTO, S.A. NEW YORK BRANCH
By____________________________________________
Title_________________________________________
By____________________________________________
Title_________________________________________
S--6 Second Amendment to
Long Term Credit Agreement