ARROW AUTOMOTIVE INDUSTRIES, INC.
SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS SECOND AMENDMENT (this "Amendment"), dated as of June 24,
1995, by and between
Arrow Automotive Industries, Inc. (the "Borrower") and The First National
Bank of Boston (the "Bank")
as parties to a certain Revolving Credit and Term Loan Agreement, dated as
of December 29, 1993, as
amended by the First Amendment to Revolving Credit and Term Loan
Agreement, dated as of March 24,
1995 (the "Credit Agreement"). Capitalized terms not otherwise defined
herein shall have the same
meanings ascribed thereto in the Credit Agreement.
WHEREAS, the Borrower has requested the Bank to make certain
amendments to the Credit
Agreement; and
WHEREAS, the Bank is willing to make such amendments to the Credit
Agreement subject to the
terms and conditions set forth herein.
NOW THEREFORE, the Borrower and the Bank hereby covenant and agree
as follows:
1. Amendment to Credit Agreement. The Credit Agreement is
hereby amended by:
(a) deleting the definition of "Total Debt Service" contained
in Section 1.1 of the Credit Agreement
and restating it in its entirety as follows:
Total Debt Service. For any period, the sum of (a) Total Interest
Expense plus (b) Current Financial Obligations multiplied by the
percentage of the fiscal year represented by such period. For
example, if the relevant period is comprised of (i) one fiscal quarter,
Current Financial Obligations would be multiplied by 25%, (ii) two
fiscal quarters, Current Financial Obligations would be multiplied by
50%, (iii) three fiscal quarters, Current Financial Obligations would be
multiplied by 75%, and (iv) four fiscal quarters, Current Financial
Obligations would be multiplied by 100%.
(b) deleting Section 11.2 and restating it in its entirety as
follows:
Section 11.2 Debt Service. The Borrower will not permit, as at the end
of each
fiscal period described in the table set forth below, the ratio of (a) the
sum of (i) Net Income, plus (ii) Total Interest Expense, plus (iii)
depreciation, plus (iv) amortization to (b) Total Debt Service to be
less than the ratio set forth opposite such period in such table:
Fiscal Period Ratio
Q4, 1995 0.8:1.0
Q1, 1996 1.2:1.0
6 month period: Q1, 1996 through Q2, 1996 1.2:1.0
9 month period: Q1, 1996 through Q3, 1996 1.2:1.0
12 month period: Q1, 1996 through Q4, 1996 1.2:1.0
Each period of four consecutive fiscal quarters
thereafter, commencing with the four
consecutive fiscal quarters ending on the last
day of Q1, 1997 1.2:1.0
2. Conditions to Effectiveness. This Amendment shall be
effective as of June 24, 1995,
upon satisfaction of the following conditions:
(a) This Amendment shall have been duly and properly
executed and delivered to the
Bank by the Borrower; and
(b) All corporate action necessary for the valid
execution, delivery and performance
by the Borrower of this Amendment and the Credit Agreement as amended
hereby shall have been duly
and effectively taken, and evidence thereof satisfactory to the Bank shall
have been provided to the
Bank.
3. Representations and Warranties. The Borrower, hereby
represents and warrants to the
Bank as follows:
(a) Representations and Warranties in Credit Agreement.
The representations and
warranties of the Borrower contained in the Credit Agreement (i) were true
and correct in all material
respects when made, and (ii) except to the extent such representations and
warranties by their terms
are made solely as of a prior date, continue to be true and correct in all
material respects on the date
hereof.
(b) Ratification, Etc. Except as expressly provided by
this Amendment, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to
the Security Documents, are hereby ratified and confirmed in all respects
and shall continue in full
force and effect. The Credit Agreement and this 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.
(c) 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.
(d) 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.
(e) 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.
4. 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.
5. Expenses. Pursuant to Section 16 of the Credit Agreement,
all costs and expenses incurred or
sustained by the Bank in connection with this Amendment, including the
fees and disbursements of
legal counsel for the Bank 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.
6. 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.
7. 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 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.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment under seal as
of the date first set forth above.
ARROW AUTOMOTIVE INDUSTRIES, INC.
By:/s/Xxxxx X. Xxxxx
Name:Xxxxx X. Xxxxx
Title:Executive Vice President and CFO
THE FIRST NATIONAL BANK OF BOSTON
By:/s/Xxxxxx X. Xxxx
Xxxxxxx X. Xxxx, Vice President
