Exhibit 10.2
AMENDMENT NO. 2 TO LOAN AND
SECURITY AGREEMENT
This Amendment No. 2 to Loan
and Security Agreement (this “ Amendment ”)
dated as of July 31, 2009, is made between KEWAUNEE
SCIENTIFIC CORPORATION , a Delaware corporation (the “
Borrower ”), and BANK OF AMERICA, N.A. , a
national banking association (the “ Bank
”).
W I T N E S S E T
H:
WHEREAS , the Borrower and the Bank have entered into
that certain Loan and Security Agreement dated as of
December 10, 2007 (as amended by that certain Amendment
No. 1 to Loan and Security Agreement dated as of
October 28, 2008, the “ Loan Agreement ”;
capitalized terms used in this Amendment not otherwise defined
herein shall have the definition given thereto in the Loan
Agreement), pursuant to which the Bank has made available to the
Borrower a revolving line of credit facility in the aggregate
principal amount of $14,000,000; and
WHEREAS , the Borrower has advised the Bank that it
desires to extend the Line of Credit Expiration Date from
September 30, 2010 to July 31, 2012; and
WHEREAS , the Bank is willing to so amend the Loan
Agreement on the terms and conditions contained in this
Amendment;
NOW, THEREFORE
, in consideration of the premises
and further valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as
follows:
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1.
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Amendment
to Loan Agreement . Subject to the terms and conditions set forth
herein, and in reliance upon the representations and warranties of
the Borrower made herein, the Loan Agreement is hereby amended as
follows:
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(a)
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Section 1.2 of the Loan Agreement is
amended by deleting the reference to “September 30,
2010” therein and inserting “July 31, 2012” in
lieu thereof.
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(b)
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The performance
pricing grid set forth in Section 1.5 of the Loan Agreement is
deleted in its entirety and the following is inserted in lieu
thereof:
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Basic Fixed
Charge Coverage
Ratio
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Applicable Margin
(in percentage
points per annum)
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1
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³
2.00 to 1.00
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1.575
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%
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2
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< 2.00 to 1.00, but
³
1.65 to 1.00
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1.875
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%
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3
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< 1.65 to 1.00, but
³
1.30 to 1.00
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2.175
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%
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(c)
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The
introductory clause of Section 3.2 of the Loan Agreement is
amended and restated in its entirety as follows:
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“The Borrower hereby grants,
as collateral security for the payment, performance and
satisfaction of all of the Borrower’s obligations to the Bank
hereunder
(including, without limitation, the
Borrower’s obligations set forth in Section 3.1 )
and all of the Borrower’s obligations to the Bank under any
Swap Contract, to the Bank a first priority security interest in
all of the following items of property now owned or hereafter owned
by the Borrower (collectively, the “ Collateral
”):”
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(d)
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The first
sentence of Section 3.5 of the Loan Agreement is amended by
adding the following clause to the end thereof:
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“and under any Swap
Contract.”
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(e)
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Annex I of the
Loan Agreement is amended by adding the following definitions in
the appropriate alphabetical order:
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“ Swap Contract ”
means any agreement, whether or not in writing, relating to any
Swap Transaction, including, unless the context otherwise clearly
requires, any form of master agreement (the “ Master
Agreement ”) published by the International Swaps and
Derivatives Association, Inc., or any other master agreement,
entered into between Swap Counterparty and the Borrower (or its
affiliate) in connection with the Line of Credit, together with any
related schedule and confirmation, as amended, supplemented,
superseded or replaced from time to time, relating to or governing
any Swap Transaction.
“ Swap Counterparty
” means the Bank or an affiliate of the Bank, in its capacity
as counterparty under any Swap Contract.
“ Swap Transaction
” means any transaction that is a rate swap, basis swap,
forward rate transaction, commodity swap, commodity
option,
