ARROW AUTOMOTIVE INDUSTRIES, INC.
SIXTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
THIS SIXTH AMENDMENT AND WAIVER (this "Amendment"), dated as of
September 28, 1996, 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 Second Amendment to Revolving
Credit and Term Loan Agreement, dated June 24, 1995, the Third Amendment to
Revolving Credit and Term Loan Agreement, dated as of December 30, 1995, the
Fourth Amendment and Waiver to Revolving Credit and Term Loan Agreement
dated as of March 30, 1996, and the Fifth Amendment to Revolving Credit and
Term Loan Agreement, dated as of
June 29, 1996, (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 definition of REVOLVING CREDIT LOAN
MATURITY DATE contained in 1.1 of the Credit Agreement is amended
by deleting the date "June 30, 1997" contained in such definition and
substituting the date "September 30, 1997" therefor.
2. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective upon
receipt by the Bank of this Amendment duly and properly executed and
delivered by the Borrower.
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. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.
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 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 of the date first set forth above.
ARROW AUTOMOTIVE INDUSTRIES, INC.
By: \S\ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Executive Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: \S\ XXXXXXX X. XXXX
Xxxxxxx X. Xxxx, Vice President
