EXHIBIT 10.2
SECOND AMENDMENT TO LONG TERM SECOND AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT
This Second Amendment to Long Term Second Amended and Restated
Revolving Credit Agreement ("Second Amendment") is dated as of July ___, 1998,
and is entered into among Ag-Chem Equipment, Co., Inc., a Minnesota corporation
(the "Company"), NBD Bank ("NBD"), for itself and as Agent, First Chicago NBD
Bank, Canada, The First National Bank of Chicago, ▇▇▇▇▇▇ Trust and Savings Bank,
and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland,"
New York Branch (together with NBD, such financial institutions being sometimes
referred to collectively as the "Lenders" and individually as a "Lender"). This
Second Amendment amends that certain Long Term Second Amended and Restated
Revolving Credit Agreement dated as of June 10, 1997, as amended by the First
Amendment to Long Term Second Amended and Restated Revolving Credit Agreement
dated as of February 13, 1998 (as amended from time to time, the "Credit
Agreement"), among the Company and Lenders. Capitalized terms not otherwise
defined in this Second Amendment shall have the meanings given to them in the
Credit Agreement.
Recitals
WHEREAS, the Company has entered into a new Short Term Revolving Credit
Agreement, dated as of June 12, 1998 ("1998 Short Term Agreement"), with the
Agent and certain of the Lenders.
WHEREAS, the Company has requested that certain provisions of the
Credit Agreement be amended to provide for the new European currency and to
conform to the agreements reached in connection with the 1998 Short Term
Agreement.
WHEREAS, the Agent and Lenders have agreed to amend the Credit
Agreement as provided below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Revised Definitions.
(a) Existing Definitions. The following definitions contained in
Section 1.1 of the Credit Agreement are hereby amended to read as follows:
"Dutch Guilders" means the lawful money of the Kingdom of the
Netherlands; provided on the Conversion Date, references to Dutch
Guilders (including, without limitation, in the definition of Dutch
LIBOR Rate) shall thereafter refer to Dutch Guilders to the extent a
Dutch Guilders Advance was originally made in Dutch Guilders and to
Euros to the extent a Dutch Guilders Advance was originally made in
Euros.
"Short Term Credit Agreement" means the Short Term Revolving
Credit Agreement executed by the Company, the Agent and certain of the
Lenders, dated June 12, 1998, and any amendments to such agreements or
replacement short term borrowing facilities which are advanced by the
Agent and one or more of the Lenders from time to time.
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(b) New Definitions. The following definition is hereby added to
Section 1.1 of the Credit Agreement in alphabetical order:
"Conversion Date" means a date no earlier than the Euro
Implementation Date and no later than the first anniversary of the Euro
Implementation Date that is chosen by the Company by giving the Agent
at least two weeks prior written notice.
"Euros" means the euro referred to in Council Regulation (EC)
No 1103/97 dated 17 June 1997 passed by the Council of the European
Union, or, if different, the then lawful currency of the member states
of the European Union that participate in the third stage of Economic
and Monetary Union.
"Euro Implementation Date" means January 1, 1999, or such
other date on which Euros first become the currency of the Kingdom of
the Netherlands.
2. Permitted Investments. Clause (vi) of Section 5.2(i) of the Credit
Agreement is hereby deleted and replaced with the following clauses (vi) and
(vii) to read as follows:
(vi) loans or extensions of credit granted in the ordinary course of
business to purchasers or lessees of a product sold or leased by a Loan
Party so long as the Company is not in violation of the financial
covenants in this Agreement, or (vii) other investments which in the
aggregate do not exceed $1,000,000 at any time after the Effective
Date.
3. Permitted Indebtedness and Liens. Schedules 5.2(d) and 5.2(e) of the
Credit Agreement are hereby replaced with the Schedules 5.2(d) and 5.2(e)
attached to this Second Amendment, which attached schedules conform to the
schedules submitted in connection with the Short Term Agreement.
4. Advances in Euros. On and after the Conversion Date, all Dutch
Guilder Advances shall be made Euros and Dutch Guilder Advances must be repaid
in the currency in which they were originally advanced. The Agent may notify the
other parties to the Credit Agreement of any amendments to the Credit Agreement
which the Agent (acting reasonably and after consultation with the other parties
to the Credit Agreement) determines to be necessary as a result of the
commencement of the third stage of European Economic and Monetary Union and the
occurrence of the Conversion Date or the Euro Implementation Date.
Notwithstanding any other provision of the Credit Agreement, any amendments so
notified shall take effect in accordance with the terms of the relevant
notification. So far as possible, the amendments shall be such as to put the
parties in the same position as if the Conversion Date and/or the Euro
Implementation Date had not occurred. However, if and to the extent the Agent
determines this not possible to put all parties into that position, the Agent
may give priority to putting the Agent and the Lenders into that position.
5. Conditions to Amendment. Notwithstanding anything in this Second
Amendment to the contrary, this Second Amendment will not be effective unless
and
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until the Agent will have received copies of this Second Amendment duly
executed by each of the parties hereto.
6. Representations. The Company hereby represents and warrants to the
Lenders, as of the date of this Second Amendment becomes effective, that: (a)
after giving effect to this Second Amendment, the representations and warranties
of the Company in the Credit Agreement are true and correct; and (b) no Default
or Event of Default exists or has occurred and is continuing.
7. Ratification. The parties hereto acknowledge and agree that the
terms and provisions of this Second Amendment amend, add to and constitute part
of the Credit Agreement. Except as expressly modified and amended by the terms
of this Second Amendment, all of the other terms and conditions of the Credit
Agreement and all of the documents executed in connection therewith or referred
to or incorporated therein, remain in full force and effect and are hereby
ratified, confirmed and approved.
8. References to Credit Agreement. References in the Credit Agreement
or in any other Loan Document to the Credit Agreement will be deemed to be
references to the Credit Agreement as amended hereby and as further amended from
time to time.
9. Indemnification. The Company agrees to pay and to save the Agent and
the Lenders harmless from the payment of all costs and expenses arising in
connection with this Second Amendment and the other documents and agreements
executed hereunder or thereunder, including the fees of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
and ▇▇▇▇, counsel to the Agent, in connection with preparing this Second
Amendment and such other documents and agreements.
10. Conflicts. If there is an express conflict between the terms of
this Second Amendment and the terms of the Credit Agreement, or any of the other
agreements or documents executed in connection therewith or referred to or
incorporated therein, the terms of this Second Amendment shall govern and
control.
11. Counterparts. This Second Amendment may be executed in any number
of counterparts which when taken together will constitute one agreement.
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IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Long Term Second Amended and Restated Revolving Credit Agreement effective as of
the date noted above.
AG-CHEM EQUIPMENT CO., INC.
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: Senior Vice President
NBD BANK
By: ____________________________________
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Vice President
FIRST CHICAGO NBD BANK, CANADA
By: ____________________________________
Its: ______________________________
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
By: ____________________________________
Its: ______________________________
[Signatures Continued on Next Page]
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[Signatures Continued from Prior Page]
THE FIRST NATIONAL BANK OF CHICAGO
By: ____________________________________
Its: ______________________________
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH
By: ____________________________________
Its: ______________________________
By: ____________________________________
Its: ______________________________
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REAFFIRMATION OF GUARANTY
The undersigned hereby acknowledges the terms of this Second Amendment
to Long Term Second Amended and Restated Revolving Credit Agreement and hereby
reaffirms each and every term of its respective Guaranty (Long Term) dated June
10, 1997, given in favor of NBD Bank for itself and as Agent, First Chicago NBD
Bank, Canada, The First National Bank of Chicago, ▇▇▇▇▇▇ Trust and Savings Bank
and Cooperatieve Centrale Raiffeisen-Boerenleenbank, "Rabobank Nederland," New
York Branch, B.A., with respect to the obligations of Ag-Chem Equipment Co.,
Inc.
Lor*Al Products, Inc.
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: Vice President
Ag-Chem Equipment Co. International Corp.
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: Treasurer
Ag-Chem Equipment Canada Ltd.
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: Vice President
Ag-Chem Manufacturing Co., Inc., f/k/a
Soil Teq, Inc.
By: ____________________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Its: Vice President
Ag-Chem Europe B.V., f/k/a Kurstjens
Terra-Gator, B.V.
By: ____________________________________
Its: ______________________________
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