362573
AMENDMENT AGREEMENT NO. 4 TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 4 (this "Amendment"), dated as of March
10, 1997, by and among SIGNAL TECHNOLOGY CORPORATION, a Delaware corporation
("STC"), those Subsidiaries of STC that are parties to the Credit Agreement
referred to below (together with STC, the "Companies"), and The First National
Bank of Boston, a national banking association (the "Bank"), amends the Second
Amended and Restated Credit Agreement dated as of September 30, 1993, as the
same may be amended, modified, or supplemented from time to time (the "Credit
Agreement"), by and among the Companies and the Bank. Capitalized terms used but
not defined herein shall have the meanings set forth for such terms in the
Credit Agreement.
WHEREAS, the Companies have requested that the Bank agree to certain
amendments to the Credit Agreement; and
WHEREAS, subject to the terms and provisions hereof, the Bank has
agreed to so amend the Credit Agreement;
NOW THEREFORE, the parties hereto hereby agree as follows:
ss. 1. Amendment to Credit Agreement. Subject to the satisfaction of
the conditions precedent set forth in ss. 3 hereof, the Credit Agreement is
hereby amended as follows:
ss. 1.1. Amendments to Certain Definitions. The definition of the term
"Revolving Credit Maturity Date" in ss. 1 of the Credit Agreement is hereby
amended by deleting the date "June 30, 1997" and replacing it with the date
"June 30, 2000".
ss. 1.2. Interest on Revolving Credit Loans. The text of Section 2.8 of
the Credit Agreement is hereby amended, effective as of March 10, 1997, for each
Base Rate Loan and effective as of the first day of the applicable Interest
Period for each Eurodollar Rate Loan with an Interest Period commencing on or
after March 10, 1997, to read as follows:
"(a) Except as provided in ss. 5.1 hereof, each Base Rate Loan
shall bear interest at the rate per annum equal to the Base Rate.
(b) Except as provided in ss. 5.1 hereof, each Eurodollar Rate
Loan shall bear interest for the period commencing with the Drawdown
Date thereof and ending on the last day of the Interest Period
applicable thereto at the rate per annum equal to the Eurodollar Rate
determined for such Interest Period plus 1.75% per annum.
(c) The Companies hereby jointly and severally promise to pay
the interest on each Revolving Credit Loan in arrears on each Interest
Payment Date with respect thereto and at the stated or any accelerated
maturity of the Revolving Credit Loans."
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ss. 1.3. Repayment of Real Estate Term Loans. The text of Section 3.3
of the Credit Agreement is hereby amended to read as follows:
"The Companies jointly and severally, and irrevocably and
unconditionally promise to repay to the Bank the Real Estate Term Loans
in quarterly installments due and payable on the first day of each
January, April, July and October of each year, with the final
installment due and payable in any event on June 30, 2000; each of such
installments shall be in the aggregate amount of $73,666.66, except
that the final installment shall instead be in an aggregate amount
equal to the unpaid balance of the Real Estate Term Loans."
ss. 1.4. Interest on Real Estate Term Loans. Section 3.4 of the Credit
Agreement is hereby amended, effective as of March 10, 1997, by deleting the
phrase "plus one percent (1%)" from the first sentence thereof, so that such
sentence ends with the words "Base Rate" followed by the period.
ss. 1.5. Mergers and Acquisitions, Etc. Section 12.6 of the Credit
Agreement is hereby amended, effective as of December 1, 1996, by deleting from
the final sentence of Section 12.6 (as amended by Amendment Agreement No. 3
dated as of March 29, 1996 (the "Third Amendment") to the Credit Agreement) the
phrase "exceeding $2,000,000 in the aggregate, determined on a cumulative basis,
in any fiscal year" and inserting in place of such deleted language, and
immediately prior to the period at the end of ss. 12.6, the phrase "exceeding
$2,400,000 with respect to any particular such transaction (or series of related
transactions)."
ss. 1.6. Net Worth. The text of Section 12.7 of the Credit Agreement is
hereby amended to read as follows:
"Permit at any time Consolidated Tangible Net Worth to be less than the
amount equal to the sum of $30,000,000 plus, on a cumulative basis, 50%
of positive Consolidated Net Income for each fiscal year ended after
December 31, 1996 (without deduction for any fiscal year in which
Consolidated Net Income is negative)."
ss. 1.7. Interest Coverage. The text of Section 12.8 of the Credit
Agreement is hereby amended to read as follows:
"Permit the ratio of (a) Consolidated Net Earnings Available
for Interest Charges for any period of four consecutive fiscal
quarters (a "Rolling Period") to (b) aggregate Interest
Charges for such Rolling Period, to be less than (a) 3 to 1."
ss. 2. Representations and Warranties. The Companies hereby represent
and warrant to the Bank as follows:
(a) Representations and Warranties in Credit Agreement. Except as
specified in writing by the Companies to the Bank with respect
to the subject matter of this Amendment prior to the execution
and delivery hereof by the Bank and the Companies, the
representations and warranties of the Companies contained in
the Credit Agreement were true and correct in all material
respects when made
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and continue to be true and correct in all material respects
on the date hereof, except, in each case to the extent of
changes resulting from transactions contemplated or permitted
by the Loan Documents and this Amendment, and changes
occurring in the ordinary course of business which singly or
in the aggregate are not materially adverse, and to the extent
that such representations and warranties relate expressly to
an earlier date.
(b) Authority, No Conflicts, Enforceability of Obligations, Etc.
Each of the Companies hereby confirms that the representations
and warranties of the Companies contained in ss. 8.1 and ss.
8.3 of the Credit Agreement are true and correct on and as of
the date hereof as if made on the date hereof, treating this
Amendment, the Credit Agreement as amended hereby, and the
other Loan Documents as amended hereby, as "Loan Documents"
for the purposes of making said representations and
warranties.
ss. 3. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the delivery to the Bank by (or on behalf of) each of the
Companies, as the case may be, contemporaneously with the execution hereof, of
the following, in form and substance satisfactory to the Bank:
(a) this Amendment signed by each of the Companies and the Bank;
and
(b) any other confirmatory or corporate authority document or
instrument the Bank may reasonably request.
ss. 4. Miscellaneous Provisions. Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement and the other Loan Documents shall remain in full force and
effect. Each of the Companies confirms and agrees that the joint and several
Obligations of the Companies to the Bank, as amended and supplemented hereby,
are entitled to the benefits of the Loan Documents. The parties hereto hereby
acknowledge and agree that all references to the Credit Agreement and the
Obligations thereunder contained in any of the Loan Documents shall be
references to the Credit Agreement and the Obligations, as amended hereby and as
the same may be amended, modified, supplemented, or restated from time to time.
This Amendment may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument. In making proof of
this Amendment it shall not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which enforcement hereof
is sought. The Companies hereby jointly and severally confirm their obligations
to pay promptly upon request all reasonable out-of-pocket costs and expenses
incurred or sustained by the Bank in connection with this Amendment, including
the reasonable fees and expenses of the Bank's Special Counsel.
ss. 5. Governing Law. This Amendment shall be construed according to
and governed by the internal laws of the Commonwealth of Massachusetts without
reference to principles of conflicts of law.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.
SIGNAL TECHNOLOGY CORPORATION,
and each of the other Companies that are parties to
the Credit Agreement
By: /s/ X. X. Xxxxxx
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Name: X. X. Xxxxxx
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Title: Chief Financial Officer
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THE FIRST NATIONAL BANK OF BOSTON
By:
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Name:
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Title:
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