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EXHIBIT 10.13
CONNECTIVITY PRODUCTS INCORPORATED
EIGHTH AMENDMENT
TO
AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This EIGHTH AMENDMENT (this "Amendment"), dated as of June 30,
1997, is among CONNECTIVITY PRODUCTS INCORPORATED, a Delaware corporation (the
"Borrower"), NBD BANK as Administrative Agent (the "Administrative Agent"),
BANKBOSTON, N.A., F/K/A 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, 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 Fourth Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of March 31, 1997, and the Fifth Amendment to Amended
and Restated Revolving Credit and Term Loan Agreement, the Sixth Amendment to
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June
11, 1997, and the Seventh Amendment to Amended and Restated Revolving Credit and
Term Loan Agreement, dated as of July 25, 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) Section 11.2 of the Credit Agreement is amended by deleting
such Section 11.2 and restating it in its entirety as follows:
11.2. SENIOR FUNDED DEBT TO EBITDA. 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 Senior Funded
Debt to Consolidated EBITDA to exceed the ratio set forth opposite
such period in such table:
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Period Ratio
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04/01/97 - 06/30/97 4.40:1.00
07/01/97 - 12/31/98 4.00:1.00
01/01/99 - 12/31/99 3.25:1.00
Thereafter 2.50:1.00
(b) Section 11.4 of the Credit Agreement is amended by deleting
the ratio "2.50:1.00" and substituting the ratio "2.00:1.00"
therefor.
SECTION 3. AMENDMENT FEE. The Borrower shall pay to the
Administrative Agent on the effective date of this Amendment an amendment fee in
the amount of $5,000 for the pro rata accounts of the
Banks.
SECTION 4. COMPLIANCE CERTIFICATE. In addition to the requirements
of Section 9.4(c) of the Credit Agreement, in conjunction with any Loan Request
for a Line of Credit Loan made during the period beginning on August 12, 1997
and ending on September 30, 1997, the Borrower shall deliver to each of the
Banks a Compliance Certificate for the fiscal period ending on the last day of
the month immediately preceding the date of each such Loan Request.
SECTION 5. 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 and the
amendment fee pursuant to Section 3 of this Amendment.
SECTION 6. 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 7. REPRESENTATIONS AND WARRANTIES. The Borrower hereby
represents and warrants to the Co-Agents and the Banks as follows:
(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.
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(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 8. 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 9. 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 10. 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 11. 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.
[REMAINDER OF PAGE IS LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Eighth
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
BANKBOSTON, N.A.
f/k/a 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
