Exhibit 10.1


 


SECOND
AMENDMENT

TO

REVOLVING CREDIT AGREEMENT


 


Second Amendment dated as of July 25, 2003 to
Revolving Credit Agreement (the “Second Amendment”), by and among WATTS
REGULATOR CO., a Massachusetts corporation (the “Domestic
Borrower”), WATTS INDUSTRIES EUROPE B.V., a private company with limited
liability organized under the laws of The Netherlands (the “Foreign Borrower”,
and together with the Domestic Borrower, the “Borrowers” and each
individually, a “Borrower”), and FLEET NATIONAL BANK and the other lending
institutions listed on Schedule 1 to the Credit Agreement (as
hereinafter defined) (the “Lenders”), amending certain provisions of the
Revolving Credit Agreement dated as of February 28, 2002 (as amended and
in effect from time to time, the “Credit Agreement”) by and among the WATTS
INDUSTRIES, INC., a Delaware corporation (the “Parent”), the
Borrowers, the Lenders, and FLEET NATIONAL BANK in its capacity as
administrative agent for the Lenders (the “Administrative Agent”).  Terms not otherwise defined herein which are
defined in the Credit Agreement shall have the same respective meanings herein
as therein.


 


WHEREAS,
the Borrowers and the Lenders have agreed to modify certain terms and
conditions of the Credit Agreement as specifically set forth in this Second
Amendment;


 


NOW,
THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:


 


§1.          Amendment to §2 of the Credit
Agreement. 
Section 2 of the Credit Agreement is hereby amended as follows:


 


(a)           Section 2.1
of the Credit Agreement is hereby amended by deleting the words “provided,
further, that the aggregate outstanding amount of the Revolving Credit
Loans borrowed by the Foreign Borrower shall not at any time exceed
$50,000,000” which appear in the first sentence of §2.1 and substituting in
place thereof the words “provided, further, that the aggregate outstanding
amount of the Revolving Credit Loans borrowed by the Foreign Borrower shall not
at any time exceed $75,000,000”;


 


(b)           Section 2.10.1
of the Credit Agreement is hereby amended by deleting the words “provided,
further, the aggregate amount of outstanding Revolving Credit Loans
denominated in Euros shall not exceed $50,000,000 at any time” which appear in
the first sentence of §2.10.1 and substituting in place thereof the words “
provided, further, the aggregate amount of outstanding Revolving Credit
Loans denominated in Euros shall not exceed $75,000,000 at any time”; and


 

















 


(c)           Section 2.10.3
of the Credit Agreement is hereby amended by deleting the words “If at any time
prior to the Revolving Credit Loan Maturity Date, the Dollar Equivalent of the
aggregate principal amount outstanding of all Revolving Credit Loans
denominated in Euros shall exceed $50,000,000 at any time by more than five
percent (5%) as a result of fluctuations in respective conversion rates, the
Borrowers shall jointly and severally pay or cause to be paid immediately, upon
demand made by the Administrative Agent, such amounts as are sufficient to
eliminate such excess and to reduce the aggregate principal amount outstanding
of such Revolving Credit Loans denominated in Euros to the Dollar Equivalent of
$50,000,000” which appear in the first sentence of §2.10.3 and substituting in
place thereof the words “If at any time prior to the Revolving Credit Loan
Maturity Date, the Dollar Equivalent of the aggregate principal amount outstanding
of all Revolving Credit Loans denominated in Euros shall exceed $75,000,000 at
any time by more than five percent (5%) as a result of fluctuations in
respective conversion rates, the Borrowers shall jointly and severally pay or
cause to be paid immediately, upon demand made by the Administrative Agent,
such amounts as are sufficient to eliminate such excess and to reduce the
aggregate principal amount outstanding of such Revolving Credit Loans
denominated in Euros to the Dollar Equivalent of $75,000,000”.


 


§2.          Conditions to Effectiveness.  This Second Amendment shall not become
effective until the Administrative Agent receives a counterpart of this Second
Amendment, executed by the Borrowers, the Required Lenders and the Guarantors.


 


§3.          Representations and Warranties.  Each Borrower hereby repeats, on and as of
the date hereof, each of the representations and warranties made by it in §6 of
the Credit Agreement (except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date), provided,
that all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby.  In
addition, each Borrower hereby represents and warrants that the execution and
delivery by such Borrower of this Second Amendment and the performance by such
Borrower of all of its agreements and obligations under the Credit
Agreement  as amended hereby are within
the authority of such Borrower and have been duly authorized by all necessary
action on the part of such Borrower.


 


§4.          Ratification, Etc.  Except as expressly amended hereby, the
Credit Agreement , the other Loan Documents (which, for the avoidance of doubt,
shall included the Guaranties)  and all
documents, instruments and agreements related thereto are hereby ratified and
confirmed in all respects and shall continue in full force and effect.  The Credit Agreement and this Second
Amendment shall be read and construed as a single agreement.  All references in the Credit Agreement or
any related agreement or instrument to the Credit Agreement shall hereafter
refer to the Credit Agreement as amended hereby.


 


§5.          No Waiver.  Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrowers or any rights of the Administrative Agent or the Lenders
consequent thereon.


 


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§6.          Counterparts.  This Second Amendment may be executed in one
or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.


 


§7.          Governing Law.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.


 


	
   

  	
  WATTS
  REGULATOR CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Name: William C.
  McCartney

  
	
   

  	
   

  	
  Title:  Vice President of Finance

  
	
   

  	
   

  
	
   

  	
  WATTS
  INDUSTRIES EUROPE B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Johan van Kouterik

  	
   

  
	
   

  	
   

  	
  Name:  Johan van Kouterik

  
	
   

  	
   

  	
  Title:  Finance Director

  
	
   

  	
   

  
	
   

  	
  FLEET
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Christopher J. Wickles

  	
   

  
	
   

  	
   

  	
  Name:  Christopher J. Wickles

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Jonathan M. Phillips

  	
   

  
	
   

  	
   

  	
  Name:  Jonathan M. Phillips

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  CITIZENS
  BANK OF MASSACHUSETTS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Stephanie Epkins

  	
   

  
	
   

  	
   

  	
  Name:  Stephanie Epkins

  
	
   

  	
   

  	
  Title:  Vice President

  
					



 


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  MELLON
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Nancy E. Gale

  	
   

  
	
   

  	
   

  	
  Name:  Nancy E. Gale

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NA successor to FIRST

  UNION NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Sarah T. Warren

  	
   

  
	
   

  	
   

  	
  Name:  Sarah T. Warren

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  BROWN
  BROTHERS HARRIMAN & CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John D. Rogers

  	
   

  
	
   

  	
   

  	
  Name:  John D. Rogers

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ A. Neil Sweeny

  	
   

  
	
   

  	
   

  	
  Name:  A. Neil Sweeny

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Thomas J. Purcell

  	
   

  
	
   

  	
   

  	
  Name:  Thomas J. Purcell

  
	
   

  	
   

  	
  Title:  Senior Vice President

  
					



 


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RATIFICATION
OF GUARANTY


 


Each of the
undersigned guarantors (the “Guarantors”) hereby acknowledges and
consents to the foregoing Second Amendment as of July 25, 2003, and agrees
that each of (a) the Guaranty dated as of February 28, 2002 from the
Parent and each Domestic Subsidiary; (b) the Guaranty dated as of
February 28, 2002 from Watts Ocean B.V.; (c) the Guaranty dated as of
February 28, 2002 from Watts Cazzaniga Spa; (d) the Guaranty dated as of
April 22, 2002 from Watts Intermes Srl and (e) the Guaranty dated as of
June 30, 2002 from Hunter Innovations, Inc. remains in full force and
effect, and each such Guarantor confirms and ratifies all of its obligations
thereunder.


 


	
   

  	
  WATTS
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WATTS
  PREMIER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WATTS
  SPACEMAKER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WATTS
  RADIANT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  ANDERSON-BARROWS
  METALS

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  



 


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  WATTS
  DRAINAGE PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WEBSTER
  VALVE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WATTS
  DISTRIBUTION COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  JAMECO
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WATTS
  INVESTMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   N/A

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WATTS
  OCEAN B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Johan van Kouterik

  	
   

  
	
   

  	
   

  	
  Title: 
  Director

  
						



 


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  WATTS
  CAZZANIGA SPA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Johan van Kouterik

  	
   

  
	
   

  	
   

  	
  Title: 
  Director

  
	
   

  	
   

  
	
   

  	
  WATTS
  INTERMES SRL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Johan van Kouterik

  	
   

  
	
   

  	
   

  	
  Title: 
  Director

  
	
   

  	
   

  
	
   

  	
  HUNTER
  INNOVATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William C. McCartney

  	
   

  
	
   

  	
   

  	
  Title:

  



 


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