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CONNECTIVITY PRODUCTS INCORPORATED
FOURTH AMENDMENT
TO
AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This FOURTH AMENDMENT (this "Amendment"), dated as of March 31, 1997,
is among CONNECTIVITY PRODUCTS INCORPORATED, a Delaware corporation (the
"Borrower"), NBD BANK as Administrative Agent (the "Administrative Agent"), THE
FIRST NATIONAL BANK OF BOSTON as Documentation Agent (the "Documentation Agent",
and together with the Administrative Agent, the "Co-Agents") for the lending
institutions (the "Banks") listed on Schedule 1 to the Credit Agreement (as
hereinafter defined) and the Banks.
WHEREAS, the Borrower, the Banks and the Co-Agents are parties to that
certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as
of May 31, 1996 (as amended by the First Amendment to Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of August 26, 1996, the
Second Amendment to Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of September 30, 1996, and the [First Amendment of Certain
Security Documents and Subordination Agreement and] Third Amendment to Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of February 24,
1997, the "Credit Agreement"), pursuant to which the Banks, upon certain terms
and conditions, have made loans to and may issue letters of credit for the
benefit of the Borrower; and
WHEREAS, the Borrower had requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
make certain changes to the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms which are used herein
without definition and which are defined in the Credit Agreement shall have the
same meanings herein as in the Credit Agreement.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT. The Credit Agreement is
hereby amended as follows:
(a) Sections 11.2, 11.3 and 11.5 of the Credit Agreement are
amended by deleting such Sections 11.2, 11.3 and 11.5 and
restating them in their entirety as follows:
11.2 Senior Funded Debt to EBITDA. The Borrower will not
permit the ratio of Senior Funded Debt to Consolidated EBITDA
as at the end of any Reference Period ending on March 31,
1997, June 30, 1997 or September 30, 1997, to exceed
4.25:1.00; provided, however, if Consolidated EBITDA shall
equal or exceed $9,000,000 as at the end of any Reference
Period ending on
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March 31, 1997, June 30, 1997 or September 30, 1997 (the first
such date on which Consolidated EBITDA equals or exceeds
$9,000,000 hereinafter referred to as the "Reset Date"), from
and after the earlier of the Reset Date and December 30, 1997,
the Borrower will not permit such ratio as at the end of any
Reference Period described in the table set forth below to
exceed the ratio set forth opposite such period in such table:
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Period Ratio
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Reference Period 4.00:1.00
Ending 3/31/97*
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Reference Period 4.00:1.00
Ending 6/30/97*
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Reference Period 4.00:1.00
Ending 9/30/97*
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Reference Period 4.00:1.00
Ending 12/31/97
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01/01/98 to 12/31/98 3.25:1.00
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Thereafter 2.50:1.00
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*Effective only if the Reset Date shall have occurred.
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11.3 Total Funded Debt to EBITDA. The Borrower will not permit
the ratio Total Funded Debt to Consolidated EBITDA as at the
end of any Reference Period ending on March 31, 1997, June 30,
1997 or September 30, 1997 to exceed 5.00:1.00; provided,
however, from and after the earlier of Reset Date and December
31, 1997, the Borrower will not permit such ratio as at the
end of any Reference Period described in the table below to
exceed the ratio set forth opposite such period in such table:
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Period Ratio
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Reference Period 5.25:1.00
Ending 3/31/97*
------------------------------------------------------------------------
Reference Period 5.25:1.00
Ending 6/30/97*
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Reference Period 5.25:1.00
Ending 9/30/97*
------------------------------------------------------------------------
Reference Period 5.25:1.00
Ending 12/31/97
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01/01/98 to 12/31/98 4.25:1.00
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Thereafter 3.50:1.00
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------------------------------------------------------------------------
*Effective only if the Reset Date shall have occurred.
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11.5 Fixed Charge Coverage Ratio. The Borrower will not, as at
the end of any Reference Period ending during any period
described in the table set forth below, permit the ratio of
(i) the sum of (A) Consolidated EBITDA, plus (B) Rental
Obligations with respect to all operating leases for equipment
of the Borrower and its Subsidiaries made during such period,
minus (C) Non-Discretionary Capital Expenditures made during
such period to (ii) the sum of (A) Consolidated Total Interest
Expense for such period, plus (B) all mandatory scheduled
payments of the Term Loan A and the Term Loan B, plus (C)
Rental Obligations with respect to all operating leases of the
Borrower and its Subsidiaries made during such period, plus
(D) all cash taxes and dividends paid during such period,
including without limitation, Distributions solely for the
payment of the Borrower's tax obligation permitted pursuant to
Section 10.4, to be less than the ratio set forth opposite
such period in such table:
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Period Ratio
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01/01/97 to 03/31/97 1.15:1.00
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04/01/97 to 09/30/97 1.10:1.00
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10/01/97 to 12/31/97 1.05:1.00
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01/01/98 to 03/31/98 1.10:1.00
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04/01/98 to 06/30/98 1.15:1.00
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07/01/98 to 09/30/98 1.20:1.00
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10/01/98 to 12/31/98 1.25:1.00
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Thereafter 1.30:1.00
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(b) Section 11 of the Credit Agreement is further amended by
adding the following new Section 11.7:
11.7 Minimum EBITDA. The Borrower will not permit
Consolidated EBITDA as at the end of the Reference Period
ending on December 31, 1997 to be less than $9,000,000.
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to receipt by the Administrative Agent of this
Amendment executed by each of the Borrower, the Banks and the Co-Agents.
SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER. The Borrower
hereby ratifies and confirms all of its Obligations to the Banks and the
Co-Agents, including, without limitation the Loans, and the Borrower hereby
affirms its absolute and unconditional promise to pay to the Banks the Loans and
all other amounts due under the Credit Agreement as amended hereby.
Section 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Co-Agents and the Banks as follows:
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(a) Representation and Warranties in the Credit Agreement. The
representations and warranties of the Borrower contained in the Credit
Agreement were true and correct in all material respects as of the date
when made and continue to be true and correct in all material respects
on the date hereof, except to the extent of changes resulting from
transactions or events contemplated 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 to
the Borrower, or to the extent that such representations and warranties
relate expressly to an earlier date.
(b) Authority, Etc. The execution and delivery by the Borrower
of this Amendment and the performance by the Borrower of all of its
agreements and obligations under the Credit Agreement as amended hereby
are within the corporate authority of the Borrower and have been duly
authorized by all necessary corporate action on the part of the
Borrower.
(c) Enforceability of Obligations. This Amendment and the
Credit Agreement as amended hereby constitute the legal, valid and
binding obligations of the Borrower, enforceable against the Borrower
in accordance with their terms, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of, creditors'
rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the discretion
of the court before which any proceeding therefor may be brought.
(d) No Default. No Default or Event of Default has occurred
and is continuing, and no Default or Event of Default will exist after
execution and delivery of this Amendment.
SECTION 6. NO OTHER AMENDMENTS OR WAIVERS. Except as expressly provided
in this Amendment, all of the terms and conditions of the Credit Agreement and
the other Loan Documents remain in full force and effect.
SECTION 7. EXPENSES. Pursuant to Section 17 of the Credit Agreement,
all costs and expenses incurred or sustained by the Co-Agents in connection with
this Amendment, including the fees and disbursements of legal counsel for the
Co-Agents in producing, reproducing and negotiating the Amendment, will be for
the account of the Borrower whether or not the transactions contemplated by this
Amendment are consummated.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts, each of which shall be deemed an original, but which
together shall constitute one instrument.
SECTION 9. MISCELLANEOUS. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS
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APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The captions in this Amendment are
for convenience of reference only and shall not define or limit the provisions
hereof.
[REMAINDER OF PAGE IS LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a document under seal as of the date first above written.
CONNECTIVITY PRODUCTS
INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Senior Vice President
NBD BANK, individually and as
Administrative Agent
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
THE FIRST NATIONAL BANK
OF BOSTON, individually
and as Documentation Agent
By: /s/ G. Xxxxxxxxxxx Xxxxxx
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G. Xxxxxxxxxxx Xxxxxx
Vice President
FLEET BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
