FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT
FOURTH
AMENDMENT AND WAIVER TO CREDIT AGREEMENT
FOURTH
AMENDMENT AND WAIVER, dated as of December 10, 2007 (this “Amendment”),
to
the Credit Agreement referred to below by and among MEASUREMENT SPECIALTIES,
INC., a New Jersey corporation (“Borrower”);
the
other parties signatory thereto as US Credit Parties; the Lenders party thereto
(together with the New Lenders (as hereinafter defined), the “Lenders”);
the
New Lenders; WACHOVIA
BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication
Agent”),
JPMORGAN
CHASE BANK, N.A., as Documentation Agent (the “Documentation
Agent”), and
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent for
the
Lenders (in such capacity, “Agent”).
WITNESSETH
WHEREAS,
Borrower, the other US Credit Parties signatory thereto, Lenders (other than
the
New Lenders), Syndication Agent, Administrative Agent, and Agent are parties
to
that certain Amended and Restated Credit Agreement, dated as of April 3, 2006
(as amended, restated, supplemented or otherwise modified prior to the date
hereof, the “Credit
Agreement”);
WHEREAS,
Borrower is in default of a certain covenant and Borrower, Agent and Requisite
Lenders have agreed to waive such default in the manner, and on the terms and
conditions, provided for herein; and
WHEREAS,
Borrower, Agent and Requisite Lenders have agreed to amend the Credit Agreement
in the manner, and on the terms and conditions, provided for
herein.
NOW
THEREFORE, in
consideration of the premises and for other good and valuable consideration,
the
receipt, adequacy and sufficiency of which are hereby acknowledged, Borrower,
Agent and Requisite Lenders hereby agree as follows:
1. Definitions.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Credit Agreement or Annex
A
thereto.
2. Waiver
of Event of Default.
Requisite Lenders hereby waive, as of the Fourth Amendment Effective Date (as
hereinafter defined) the Event of Default under Section
8.1(b)
of the
Credit Agreement resulting solely from the failure of Borrower to comply with
clause (iv) of paragraph (h) of Annex
C
to the
Credit Agreement by June 30, 2007 with respect to the account of Mrehtateb
listed on Disclosure
Schedule (3.19)
with
BankNorth, N.A. (the “BankNorth
Account”);
provided
that on
or before May 30, 2008 Borrower either (i) closes the BankNorth Account or
(ii)
causes to be executed and delivered a Blocked Account Agreement with respect
to
the BankNorth Account.
3. Amendment
to Section 1.5 of the Credit Agreement.
As of
the Fourth Amendment Effective Date, Section 1.5(a)
of the
Credit Agreement is hereby amended and restated in its entirety read as
follows:
“(a) Borrower
shall pay interest to Agent, for the ratable benefit of Lenders in accordance
with the various Loans being made by each Lender, in arrears on each applicable
Interest Payment Date, at the following rates: (i) with respect to the Revolving
Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per
annum or, at the election of Borrower, the applicable LIBOR Rate plus the
Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving
Credit Advances outstanding from time to time; and (ii) with respect to the
Term
Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or,
at
the election of Borrower, the applicable LIBOR Rate plus the Applicable Term
Loan LIBOR Margin per annum.
As
of the
Fourth Amendment Effective Date the Applicable Margins are as
follows:
|
Applicable
Revolver Index Margin
|
0.25
|
%
|
||
|
Applicable
Revolver LIBOR Margin
|
2.00
|
%
|
||
|
Applicable
Term Loan Index Margin
|
0.25
|
%
|
||
|
Applicable
Term Loan LIBOR Margin
|
2.00
|
%
|
||
|
Applicable
L/C Margin
|
2.00
|
%
|
The
Applicable Margins may be adjusted by reference to the following
grids:
|
If
Senior Leverage Ratio is:
|
Level
of
Applicable
Margins:
|
|
||
|
<
2.25:1.00
|
Level
I
|
|||
|
>
2.25:1:00
|
Level
II
|
|
Applicable
Margins
|
|
||||||
|
|
|
Level
I
|
|
Level
II
|
|||
|
Applicable
Revolver Index Margin
|
0.25
|
%
|
0.75
|
%
|
|||
|
Applicable
Revolver LIBOR Margin
|
2.00
|
%
|
2.50
|
%
|
|||
|
Applicable
Term Loan Index Margin
|
0.25
|
%
|
0.75
|
%
|
|||
|
Applicable
Term Loan LIBOR Margin
|
2.00
|
%
|
2.50
|
%
|
|||
|
Applicable
L/C Margin
|
2.00
|
%
|
2.50
|
%
|
|||
Adjustments
in the Applicable Margins commencing with the Fiscal Quarter ending December
31,
2007 shall be implemented quarterly on a prospective basis, for each calendar
month commencing not more than five (5) days after the date of delivery to
Lenders of the quarterly unaudited or annual audited (as applicable) Financial
Statements evidencing the need for an adjustment. Concurrently with the delivery
of those Financial Statements, Borrower shall deliver to Agent and Lenders
a
certificate, signed by its chief financial officer, setting forth in reasonable
detail the basis for the continuance of, or any change in, the Applicable
Margins. Failure to timely deliver such Financial Statements shall, in addition
to any other remedy provided for in this Agreement, result in an increase in
the
Applicable Margins to the highest level set forth in the foregoing grid, until
the first day of the first calendar month following the delivery of those
Financial Statements demonstrating that such an increase is not required. If
an
Event of Default has occurred and is continuing at the time any reduction in
the
Applicable Margins is to be implemented, that reduction shall be deferred until
the first day of the first calendar month following the date on which such
Event
of Default is waived or cured.”
2
4. As
of the
Fourth Amendment Effective Date, Section 2.2(e)
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
“(e) after
giving effect to any Advance
(or the incurrence of any Letter of Credit Obligations),
Borrower and its Subsidiaries on a consolidated basis shall have a Total
Leverage Ratio not in excess of 3.25 to 1.00, calculated using EBITDA for the
twelve Fiscal Month period ended at the end of the Fiscal Month for which
financial statements have most recently been required to be delivered to Agent
pursuant to paragraph (a) of Annex
E
prior to
the date of such Advance (or the incurrence of any Letter of Credit
Obligations).”
5. Amendments
to Section 6.1 of the Credit Agreement.
(a) As
of the
Fourth Amendment Effective Date, the first paragraph of Section 6.1
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
“6.1 Mergers,
Subsidiaries, Etc.
No
Credit Party shall directly or indirectly, by operation of law or otherwise,
(a)
form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire
all
or substantially all of the assets or Stock of, or otherwise combine with or
acquire, any Person, except (i) any wholly-owned Domestic Subsidiary of Borrower
(other than IC Sensors, Elekon, Entran Devices and Intermediate Holdings) may
merge with and into Borrower or another wholly-owned Domestic Subsidiary of
Borrower (so long as Borrower is the surviving entity in any merger involving
Borrower), (ii) the Credit Parties may consummate the BetaTHERM Reorganization,
(iii) any wholly-owned Foreign Subsidiary of Borrower may merge with another
wholly-owned Foreign Subsidiary of Borrower, and (iv) the Credit Parties may
consummate the IMSA Acquisition; provided
that (A)
the IMSA Acquisition complies with each of the conditions set forth in
clauses
(i)
through
(iv)
and
(vi)
through
(xi)
of this
Section
6.1
as
determined by Agent in its sole discretion, (B) the purchase price and all
other
amounts payable by the Credit Parties in connection with the IMSA Acquisition,
including all transaction costs and Loans made hereunder related thereto, shall
not exceed $58,000,000 in the aggregate, and (C) the purchase price and all
other amounts payable by the Credit Parties in connection with the IMSA
Acquisition, including all transaction costs and Loans made hereunder related
thereto, shall be applied against the Acquisition Cap. Notwithstanding the
foregoing, Borrower, may acquire all or substantially all of the assets or
Stock
of any Person (the “Target”)
(in
each case, a “Permitted
Acquisition”)
subject to the satisfaction of each of the following conditions:”
3
(b) As
of the
Fourth Amendment Effective Date, clause
(v)
of
Section 6.1
of the
Credit Agreement is hereby amended by inserting “(the “Acquisition
Cap”)”
immediately after “$40,000,000”.
(c) As
of the
Fourth Amendment Effective Date, clause
(viii)(A)
of
Section 6.1
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
“(A) a
pro
forma consolidated and consolidating balance sheet, income statement and cash
flow statement of Borrower and its Subsidiaries (the “Acquisition
Pro Forma”),
based
on recent financial statements, which shall be complete and shall fairly present
in all material respects the assets, liabilities, financial condition and
results of operations of Borrower and its Subsidiaries in accordance with GAAP
consistently applied, but taking into account such Permitted Acquisition and
the
funding of all Loans in connection therewith, and such Acquisition Pro Forma
shall reflect that (x) with respect to a Permitted Acquisition of any Target
that is a Domestic Subsidiary, on a pro forma basis, Borrower and its
Subsidiaries would have had (1) a Senior Leverage Ratio not in excess of 3.00
to
1.00, and (2) a Total Leverage Ratio not in excess of 3.25 to 1.00, and, with
respect to a Permitted Acquisition of any Target that is a Foreign Subsidiary
of
a US Credit Party, on a pro forma basis, Borrower and its Subsidiaries would
have had (1) a Senior Leverage Ratio not in excess of 2.50 to 1.00, and (2)
a
Total Leverage Ratio not in excess of 3.00 to 1.00, in each case, calculated
using EBITDA for the twelve Fiscal Month period ended at the end of the Fiscal
Month for which financial statements have most recently been required to be
delivered to Agent pursuant to paragraph (a) of Annex
E
prior to
the consummation of such Permitted Acquisition (as adjusted for such Permitted
Acquisition in accordance with clause (y) of the second sentence of the
definition of EBITDA and Section
6.1(viii)(D)
below)
and calculated using Senior Indebtedness and Indebtedness, as applicable, after
giving effect to such Permitted Acquisition and all Loans funded in connection
therewith as of the date of such Permitted Acquisition, (y) Borrowing
Availability (after giving effect to such Permitted Acquisition and all Loans
funded in connection therewith) shall be no less than $10,000,000, and
(z) on a pro forma basis, no Event of Default has occurred and is
continuing or would result after giving effect to such Permitted Acquisition
and
Borrower would have been in compliance with the financial covenants set forth
in
Annex
G
for the
four quarter period reflected in the Compliance Certificate most recently
delivered to Agent pursuant to Annex
E
prior to
the consummation of such Permitted Acquisition (after giving effect to such
Permitted Acquisition and all Loans funded in connection therewith as if made
on
the first day of such period);”
(d) As
of the
Fourth Amendment Effective Date, clause
(viii)(D)
of
Section 6.1
of the
Credit Agreement is hereby amended by deleting “12 Fiscal Months” and inserting
in lieu thereof, “4 Fiscal Quarters”.
4
6. Amendments
to Section 6.3 of the Credit Agreement.
As of
the Fourth Amendment Effective Date,
(a) Section
6.3(g)
of the
Credit Agreement is hereby amended by deleting “$15,000,000” and inserting in
lieu thereof, “$30,000,000”; and
(b) Section
6.3(i)
of the
Credit Agreement is hereby amended by deleting “$1,000,000” and inserting in
lieu thereof, “$2,000,000”.
7. Amendment
to Section 6.6 of the Credit Agreement.
As of
the Fourth Amendment Effective Date, Section 6.6
of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
“6.6 Guaranteed
Indebtedness.
No
Credit Party shall create, incur, assume or permit to exist any Guaranteed
Indebtedness except (a) by endorsement of instruments or items of payment for
deposit to the general account of any Credit Party; (b) for Guaranteed
Indebtedness incurred for the benefit of any other Credit Party if the primary
obligation is expressly permitted by this Agreement; provided
that no
US Credit Party may guaranty any Indebtedness incurred pursuant to Section
6.3(g)
and/or
(f)
except
for any guaranties existing as of the Closing Date and described on Disclosure
Schedule (6.6);
and (c)
unsecured Guaranteed Indebtedness incurred by Borrower pursuant to the IMSA
Stock Purchase Agreement; provided
that
such Guaranteed Indebtedness shall be subordinated to the Obligations in a
manner and form satisfactory to Agent in its sole discretion, as to right and
time of payment and as to any other rights and remedies
thereunder.”
8. Amendments
to Annex A of the Credit Agreement.
(a) As
of the
Fourth Amendment Effective Date, Annex
A
of the
Credit Agreement is hereby amended by inserting the following new definitions
in
alphabetical order therein:
“Acquisition
Cap”
has
the
meaning ascribed to it in Section
6.1(v).
“Fourth
Amendment”
means
that certain Fourth Amendment and Waiver to Credit Agreement, dated as of
December 10, 2007, by and among Agent, Syndication Agent, Documentation Agent,
Lenders, Borrower and US Credit Parties, as the same now exists or may hereafter
be amended, modified, supplemented, extended, renewed, restated or
replaced.
“Fourth
Amendment Effective Date”
means
December 10, 2007.
“IMSA”
means
Intersema Microsystems S.A., a corporation (société
anonyme)
established under the laws of Switzerland.
“IMSA
Acquisition”
shall
mean the acquisition by Borrower of all the issued and outstanding shares of
capital Stock of IMSA, in accordance with the terms and conditions of the IMSA
Stock Purchase Agreement, without waiver of any material conditions thereto
which have not been approved by the Agent in its sole discretion.
5
“IMSA
Acquisition Closing Date”
shall
mean the date on which the IMSA Acquisition is consummated in accordance with
the terms hereof and of the IMSA Stock Purchase Agreement.
“IMSA
Stock Purchase Agreement”
shall
mean that certain stock purchase agreement to be entered into among IMSA, the
owners of the outstanding equity of IMSA and Borrower, which stock purchase
agreement shall be in form and substance reasonably satisfactory to
Agent.
(b) As
of the
Fourth Amendment Effective Date, Annex
A
of the
Credit Agreement is hereby amended by amending
and restating the below definitions in their entireties as follows:
“Borrowing
Availability”
means
as of any date of determination the Maximum Amount, less
the sum
of (x) the aggregate Revolving Loan plus
(y) the
amount of unrestricted cash of Borrower and its Subsidiaries.
“Commitments”
means
(a) as to any Lender, the aggregate of such Lender’s Revolving Loan Commitment
and Term Loan Commitment as set forth on Annex
J
to the
Agreement or in the most recent Assignment Agreement executed by such Lender
and
(b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan Commitments
and Term Loan Commitments, which aggregate commitment shall be One Hundred
Thirty-Seven Million Five Hundred Thousand Dollars ($137,500,000) on the Fourth
Amendment Effective Date, as to each of clauses
(a) and (b),
as such
Commitments may be reduced, amortized or adjusted from time to time in
accordance with the Agreement.
“Revolving
Loan Commitment”
means
(a) as to any Revolving Lender, the aggregate commitment of such Revolving
Lender to make Revolving Credit Advances or incur Letter of Credit Obligations
as set forth on Annex
J
to the
Agreement or in the most recent Assignment Agreement executed by such Revolving
Lender and (b) as to all Revolving Lenders, the aggregate commitment of all
Revolving Lenders to make Revolving Credit Advances or incur Letter of Credit
Obligations, which aggregate commitment shall be One Hundred Twenty-One Million
Dollars ($121,000,000) on the Fourth Amendment Effective Date, as such amount
may be adjusted, if at all, from time to time in accordance with the
Agreement.
“Senior
Leverage Ratio”
means,
as of any date of determination, with respect to Borrower, on a consolidated
basis, the ratio of (a) Senior Indebtedness as of such date of determination,
less unrestricted cash that is in deposit accounts (as defined in
Section 9-102 of the Code) or in securities accounts (as defined in
Section 8-501 of the Code), or any combination thereof, and which such
deposit account or securities account is the subject of a control agreement
in
favor of Agent and is maintained by a branch office of the bank or securities
intermediary located within the United States, to (b) EBITDA for the twelve
months ending on such date of determination.
6
“Total
Leverage Ratio”
means,
as of any date of determination, with respect to Borrower, on a consolidated
basis, the ratio of (a) Indebtedness as of such date of determination, less
unrestricted cash that is in deposit accounts (as defined in Section 9-102
of the Code) or in securities accounts (as defined in Section 8-501 of the
Code), or any combination thereof, and which such deposit account or securities
account is the subject of a control agreement in favor of Agent and is
maintained by a branch office of the bank or securities intermediary located
within the United States, to (b) EBITDA for the twelve months ending on such
date of determination.
(c) As
of the
Fourth Amendment Effective Date, the definition of “Earnouts” set forth in
Annex
A
of the
Credit Agreement is hereby amended by deleting “, deferred purchase price”.
(d) As
of the
Fourth Amendment Effective Date, the definition of “EBITDA” set forth in
Annex
A
of the
Credit Agreement is hereby amended by deleting “and” found immediately before
clause (y) in the proviso therein, and inserting at the end of such clause
(y)
the following:
“and
(z)
the portion of EBITDA
attributable to the IMSA Acquisition shall be as set forth on Schedule
A
to the
Fourth Amendment for periods prior to the IMSA Acquisition Closing
Date.”
(e) As
of the
Fourth Amendment Effective Date, the definition of “Fixed Charges” set forth in
Annex
A
of the
Credit Agreement is hereby amended by inserting “(other than Earnouts)”
immediately after “Indebtedness” in clause (b) thereof.
(f) As
of the
Fourth Amendment Effective Date, the definition of “Fixed Charge Coverage Ratio”
set forth in Annex
A
of the
Credit Agreement is hereby amended by inserting the following sentence at the
end thereof:
“For
the
purposes of calculating the Fixed Charge Coverage Ratio financial covenant
set
forth in paragraph (b)(i) of Annex
G,
Fixed
Charges of each Target (for the one-year period commencing on the closing date
of the acquisition in which such Target was acquired) shall be annualized based
on the time elapsed between the closing date of the acquisition in which such
Target was acquired and the date on which the Fixed Charge Coverage Ratio is
being tested.”
(g) As
of the
Fourth Amendment Effective Date, the definition of “Indebtedness” set forth in
Annex
A
of the
Credit Agreement is hereby amended by,
(i) deleting
clause (a) in its entirety and inserting in lieu thereof, the
following:
“(a)
all
indebtedness of such Person for borrowed money, for the deferred purchase price
of property payment for which is deferred 6 months or more, or for the deferred
purchase price of property in connection with any acquisition, but excluding
obligations to trade creditors incurred in the ordinary course of business
that
are unsecured and not overdue by more than 6 months unless being contested
in
good faith,”
7
(ii) deleting
clause (e) in its entirety and inserting in lieu thereof, the following:
“(e)
all
Earnouts payable by such Person; provided
that
such Earnouts are payable within the 12-month period immediately following
the
determination by Agent of the amount of such Earnouts, which determination
shall
be based upon Borrower’s most recent projections of financial performance
delivered to Agent,”.
9. Amendment
to Annex C of the Credit Agreement.
As of
the Fourth Amendment Effective Date, clause (iv) of paragraph (h) of
Annex
C
of the
Credit Agreement is amended and restated in its entirety to read as
follows:
“(iv)
the
account of Mrehtateb listed on Disclosure
Schedule (3.19)
with
BankNorth, N.A. (the “BankNorth
Account”);
provided
that no
more than $50,000 shall be held in such account for more than one Business
Day
(the “Mrehtateb-BankNorth
Account Cap”),
and
provided further
that on
or before May 30, 2008 Borrower either (i) closes the BankNorth Account or
(ii)
causes to be executed and delivered a Blocked Account Agreement with respect
to
the BankNorth Account. In the event that Borrower delivers such a Blocked
Account Agreement on or before May 30, 2008, the Mrehtateb-BankNorth Account
Cap
shall be eliminated.”
10. Amendments
to Annex G of the Credit Agreement.
Annex
G
is
hereby amended as of the Fourth Amendment Effective Date by,
(a) deleting
the proviso of paragraph (a) in its entirety and inserting in lieu thereof
the
following: “provided
that for
the three (3) Fiscal Years ended March 31, 2009, Borrower may exclude up to
$10,000,000, in the aggregate for such three Fiscal Year period, in Capital
Expenditures related to
the
construction of a new manufacturing facility in ShenZhen, China.”;
(b) deleting
paragraph (b) in its entirety and inserting in lieu thereof the
following:
“(b) Borrower
and its Subsidiaries shall have on a consolidated basis at the end of each
Fiscal Quarter, a Fixed Charge Coverage Ratio for the 12-month period then
ended
of not less than 1.20 to 1.00.”
(c) deleting
paragraph (c) in its entirety and inserting in lieu thereof the
following:
“(c) Minimum
EBITDA.
Borrower
and its Subsidiaries on a consolidated basis shall have, at the end of each
Fiscal Quarter, EBITDA for the 12-month period then ended of not less than
$30,000,000.”;
8
(d) deleting
paragraph (d) in its entirety and inserting in lieu thereof the
following:
“(d) Maximum
Total Leverage Ratio.
Borrower and its Subsidiaries on a consolidated basis shall have, at the end
of
each Fiscal Quarter, a Total Leverage Ratio as of the last day of such Fiscal
Quarter of not more than 3.25 to 1.00.”;
(e) deleting
paragraph (e) in its entirety and inserting in lieu thereof, “[Intentionally
Omitted]”; and
(f) deleting
“$4,000,000” in paragraph (f) and inserting in lieu thereof,
“$6,000,000”.
11. Amendment
to Annex H of the Credit Agreement.
As of
the Fourth Amendment Effective Date, Annex
H
of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with Exhibit
A
hereto.
12. Amendment
to Annex I of the Credit Agreement.
As of
the Fourth Amendment Effective Date, Annex
I
of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with Exhibit
B
hereto.
13. Amendment
to Annex J of the Credit Agreement.
As of
the Fourth Amendment Effective Date, Annex
J
of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with Exhibit
C
hereto.
14. Amendment
to Exhibit 1.1(a)(ii) of the Credit Agreement.
As of
the Fourth Amendment Effective Date, Exhibit
1.1(a)(ii)
of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with Exhibit
D
hereto.
15. New
Lenders.
(a) By
its
execution of this Amendment, each of the Lenders executing this Amendment as
a
“New Lender” on the signature pages hereto (collectively, the “New
Lenders”)
agrees
to be a “Lender” under the Credit Agreement and the other Loan Documents and to
be bound by the terms and conditions thereof, and to perform its duties and
obligations thereunder.
(b) Each
New
Lender hereby represents and warrants, severally, not jointly, that (i) the
execution and performance by such New Lender of its duties and obligations
under
this Amendment, the Credit Agreement, as amended hereby, and the Collateral
Documents will not require any registration with, notice to, or consent or
approval by any Governmental Authority; (ii) such New Lender is familiar with
transactions of the kind and scope reflected in the Credit Agreement and the
other Loan Documents; and (iii) such New Lender has made its own independent
investigation and appraisal of the financial condition and affairs of each
Credit Party, has conducted its own evaluation of the Loans and Letter of Credit
Obligations, the Credit Agreement, the other Loan Documents and each Credit
Party’s creditworthiness, and has made its decision to become a Lender to
Borrower under the Credit Agreement independently and without reliance upon
Agent, and will continue to do so.
9
16. Revolving
Loans under the Credit Agreement.
On
the
Fourth Amendment Effective Date,
the
Borrower, Agent and each Lender acknowledge and agree that certain outstanding
Revolving Credit Advances of the Revolving Lenders may need to be reallocated
among the Revolving Lenders so that each Revolving Lender’s share of the
principal amount of the outstanding Revolving Loan is in an amount equal to
such
Revolving Lender’s percentage of the total Revolving Loan Commitment (in each
case, the “Reallocated
Loan Amount”).
The
Revolving Lenders agree to effect such reallocation in a mutually satisfactory
manner. In furtherance of the foregoing, it is understood and agreed that
immediately after giving effect to such reallocation on the Fourth Amendment
Effective Date, the Borrower’s Obligations in respect of the principal amount of
any Revolving Credit Advance to any Revolving Lender shall equal such Revolving
Lender’s applicable Reallocated Loan Amount. The total outstanding amount of the
Revolving Loan after effecting such reallocation on the Fourth Amendment
Effective Date (and disregarding any new Revolving Credit Advances to be made
on
the Fourth Amendment Effective Date) shall be the same as the total outstanding
amount of the Revolving Loan immediately prior to such
reallocation.
17. Remedies.
This
Amendment shall constitute a Loan Document. The breach by any Credit Party
of
any representation, warranty, covenant or agreement in this Amendment
(including,
without limitation, any failure to satisfy the requirements of the proviso
to
Section
2
hereof)
shall
constitute an immediate Event of Default hereunder and under the other Loan
Documents.
18. Representations
and Warranties.
To
induce Agent and Lenders to enter into this Amendment, Borrower makes the
following representations and warranties to Agent and Lenders:
(a) The
execution, delivery and performance of this Amendment, the Amended and Restated
Revolving Notes and the Revolving Notes referred to in clauses (f) and (g),
respectively, of Section
23
hereto
(collectively, the “Fourth
Amendment Revolving Notes”),
and
the performance of the Credit Agreement as amended by this Amendment (the
“Amended
Credit Agreement”)
(i) by
each US Credit Party, are within such US Credit Party’s organizational power;
(ii) by each US Credit Party have been duly authorized by such US Credit Party
by all necessary or proper organizational and shareholder or membership action;
(iii) do not contravene any provision of any US Credit Party’s charter or bylaws
or equivalent organizational or other constituent documents; (iv) do not violate
any law or regulation, or any order or decree of any court or Governmental
Authority; (v) do not conflict with or result in the breach or termination
of,
constitute a default under or accelerate or permit the acceleration of any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which any US Credit Party is a party or by
which any US Credit Party or any of its property is bound; (vi) do not result
in
the creation or imposition of any Lien upon any of the property of any US Credit
Party other than those in favor of Agent, on behalf of itself and the Lenders,
pursuant to the Loan Documents; and (vii) do not require the consent or approval
of any Governmental Authority or any other Person.
10
(b) This
Amendment has been duly executed and delivered by or on behalf of Borrower
and
each other US Credit Party.
(c) Each
of
this Amendment, the Fourth Amendment Revolving Notes, the Amended Credit
Agreement and the other Loan Documents constitutes a legal, valid and binding
obligation of Borrower and each of the other US Credit Parties party hereto
or
thereto, enforceable against each in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).
(d) After
giving effect to this Amendment, no Default or Event of Default has occurred
and
is continuing.
(e) No
action, claim or proceeding is now pending or, to the knowledge of any US Credit
Party, threatened against Borrower or any other Credit Party, at law, in equity
or otherwise, before any court, board, commission, agency or instrumentality
of
any federal, state, or local government or of any agency or subdivision thereof,
or before any arbitrator or panel of arbitrators, which (i) challenges
Borrower’s or, to the extent applicable, any other Credit Party’s right, power,
or competence to enter into this Amendment or the Fourth Amendment Revolving
Notes or perform any of their respective obligations under this Amendment,
the
Fourth Amendment Revolving Notes, the Amended Credit Agreement or any other
Loan
Document, or the validity or enforceability of this Amendment, the Fourth
Amendment Revolving Notes, the Amended Credit Agreement or any other Loan
Document or any action taken under this Amendment, the Fourth Amendment
Revolving Notes, the Amended Credit Agreement or any other Loan Document or
(ii)
if determined adversely, is reasonably likely to have or result in a Material
Adverse Effect. To the knowledge of Borrower, there does not exist a state
of
facts which is reasonably likely to give rise to such proceedings.
(f) After
giving effect to this Amendment, the representations and warranties of Borrower
and the other Credit Parties contained in the Amended Credit Agreement and
each
other Loan Document are true and correct on and as of the Fourth Amendment
Effective Date with the same effect as if such representations and warranties
had been made on and as of such date, except that any such representation or
warranty which is expressly made only as of a specified date need be true only
as of such date.
19. No
Other Amendments/Waivers.
Except
as expressly provided herein, the Credit Agreement and the other Loan Documents
shall be unmodified and shall continue to be in full force and effect in
accordance with their terms. In addition, except as specifically provided
herein, this Amendment shall not be deemed a waiver of any term or condition
of
any Loan Document and shall not be deemed to prejudice any right or rights
which
Agent, for itself and Lenders, may now have or may have in the future under
or
in connection with any Loan Document or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.
11
20. Continuation
of Obligations and Liens.
Each of
the Borrower and the other US Credit Parties hereby acknowledges, agrees and
affirms (a) its obligations under the Credit Agreement and the other Loan
Documents, including, without limitation, its guaranty obligations thereunder,
(b) that such guaranty shall apply to all Obligations, (c) the grant of the
security interest in all of its assets pursuant to the Loan Documents and (d)
that such liens
and
security interests created and granted are valid and continuing and secure
all
the Obligations.
21. Outstanding
Indebtedness; Waiver of Claims.
Each of
Borrower and the other US Credit Parties hereby acknowledges and agrees that
as
of December 6, 2007 the aggregate outstanding principal amount of the Revolving
Loan is $37,082,783.47 and the aggregate outstanding principal amount of the
Term Loan is $16,500,000, respectively, and that such principal amounts are
payable pursuant to the Credit Agreement without defense, offset, withholding,
counterclaim or deduction of any kind. Borrower and each other US Credit Party
hereby waives, releases, remises and forever discharges Agent, Lenders and
each
other Indemnified Person from any and all claims, suits, actions,
investigations, proceedings or demands, whether based in contract, tort, implied
or express warranty, strict liability, criminal or civil statute or common
law
of any kind or character, known or unknown, which Borrower or any other Credit
Party ever had, now has or might hereafter have against Agent or any Lender
which relates, directly or indirectly, to any acts or omissions of Agent,
Lenders or any other Indemnified Person on or prior to the Fourth Amendment
Effective Date.
22. Fees
and Expenses.
(a) Amendment
Fee.
Borrower hereby agrees to pay Agent, for the ratable benefit of Lenders, an
amendment fee in the amount of $132,000 (the “Amendment
Fee”),
which
shall be fully earned, due and payable in immediately available funds on the
Fourth Amendment Effective Date.
(b) Expenses.
Each of
Borrower and the other US Credit Parties hereby reconfirms its respective
obligations pursuant to Sections
1.9
and
11.3
of the
Credit Agreement and pursuant to the GE Capital Fee Letter, to pay and reimburse
Agent, for Agents and Lenders, for all reasonable costs and expenses (including,
without limitation, reasonable fees of counsel) incurred in connection with
the
negotiation, preparation, execution and delivery of this Amendment and all
other
documents and instruments delivered in connection herewith.
23. Effectiveness.
This
Amendment
shall
become effective as of the date first set forth above (the “Fourth
Amendment Effective Date”)
only
upon satisfaction in full in the judgment of Agent of each of the following
conditions on or prior to December
10,
2007:
(a) Amendment.
Agent
shall have received five (5) original copies of this Amendment duly executed
and
delivered by Agent, the Requisite Lenders and Borrower and acknowledged and
agreed to by each of the other US Credit Parties.
(b) Payment
of Fees and Expenses.
Borrower shall have paid to Agent (i) all costs, fees and expenses owing in
connection with this Amendment and the other Loan Documents and due to Agent
and/or Lenders (including, without limitation, all reasonable legal fees and
expenses referenced in Section
22(b)
hereof)
and (ii) the Amendment Fee.
12
(c) Resolutions.
Agent
shall have received a copy of resolutions of Borrower’s board of directors
approving and authorizing the execution, delivery and performance of this
Amendment and the Fourth Amendment Revolving Notes and the performance of the
Amended Credit Agreement including the increase in the Obligations as a result
of the increase to the Revolving Loan Commitment contemplated by this Amendment,
certified by an authorized officer of Borrower as being in full force and effect
without any modification or amendment.
(d) Opinion
of Counsel.
Agent
shall have received legal opinions of counsel acceptable to Agent, which shall
provide (subject to customary qualifications and exceptions) that (i) this
Amendment and the Fourth Amendment Revolving Notes have been duly authorized,
executed and delivered by, and are enforceable against each Credit Party, as
applicable, (ii) the Amended Credit Agreement is enforceable against each Credit
Party, and (iii) such other opinions as Agent may reasonably request, all in
form and substance satisfactory to Agent.
(e) Representations
and Warranties.
The
representations and warranties of or on behalf of the Credit Parties in this
Amendment shall be true and correct on and as of the Fourth Amendment Effective
Date.
(f) Amended
and Restated Revolving Notes.
Each
Lender that currently holds a Revolving Note shall have received an Amended
and
Restated Revolving Note, substantially in the form of part (1) of Exhibit
D
hereto
with blanks appropriately completed.
(g) Revolving
Notes.
Each
New Lender that has requested a Revolving Note shall have received a Revolving
Note, substantially in the form of part (2) of Exhibit
D
hereto
with blanks appropriately completed.
24. GOVERNING
LAW.
THIS
AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF
THE STATE OF NEW YORK.
25. Counterparts.
This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment may be executed and
delivered by telecopier or other method of electronic transmission with the
same
force and effect as if it were a manually executed and delivered
counterpart.
[SIGNATURE
PAGES FOLLOW]
13
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
|
BORROWER
|
||
|
MEASUREMENT
SPECIALTIES, INC.
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
AGENT
AND LENDERS
|
||
|
GENERAL
ELECTRIC CAPITAL
CORPORATION,
as
Agent and Lender
|
||
| |
|
|
| By: | ||
|
Duly Authorized Signatory
|
||
|
WACHOVIA
BANK, NATIONAL
ASSOCIATION,
as
Syndication Agent and Lender
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
CoLTS
2005-1 LTD., as
Lender
|
||
|
By:
Wachovia Bank, National Association, as Servicer
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
JPMORGAN
CHASE BANK, N.A., as
Documentation
Agent and Lender
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
BANK
OF AMERICA, N.A., as
New Lender
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
|
ROYAL
BANK OF CANADA, as
New Lender
|
||
| |
|
|
| By: | ||
|
Name:
Title:
|
||
The
undersigned US Credit Parties hereby (i) acknowledge this Amendment and
(ii) confirm and agree that their obligations under their respective
Collateral Documents shall continue without any diminution thereof and shall
remain in full force and effect with respect to the Obligations as increased
hereby on and after the effectiveness of this Amendment.
ACKNOWLEDGED,
CONSENTED and
AGREED
to
as of the date first written above.
US
CREDIT
PARTIES
IC
SENSORS INC.
| By: | ||||
|
|
||||
|
Name:
Title:
|
ELEKON
INDUSTRIES USA, INC.
| By: | ||||
|
|
||||
|
Name:
Title:
|
ENTRAN
DEVICES LLC
By:
Measurement Specialties, Inc.
As
sole
Member and sole Manager
| By: | ||||
|
|
||||
|
Name:
Title:
|
MEASUREMENT
SPECIALTIES FOREIGN
HOLDINGS
CORPORATION
| By: | ||||
|
|
||||
|
Name:
Title:
|
BETATHERM
USA, LLC
By:
Measurement Specialties Foreign Holdings Corporation
As
sole
Member
| By: | ||||
|
|
||||
|
Name:
Title:
|
YSIS
INCORPORATED
| By: | ||||
|
|
||||
|
Name:
Title:
|
EXHIBIT
A
ANNEX
H (Section 9.9(a))
to
CREDIT
AGREEMENT
LENDERS’
WIRE TRANSFER INFORMATION
|
Name:
|
General
Electric Capital Corporation
|
|
Bank:
|
Deutsche
Bank Trust Company Americas
|
|
ABA
#:
|
000000000
|
|
Account
#:
|
00-000-000
|
|
Account
Name:
|
GECC
CFS CIF Collection Account
|
|
Reference:
|
CFN8605
Measurement Specialties, Inc.
|
|
Name:
|
Wachovia
Bank, National Association
|
|
Bank:
|
First
Union
|
|
Charlotte,
North Carolina
|
|
|
ABA
#:
|
000-000-000
|
|
Account
#:
|
04659360006116
|
|
Attn:
|
Credit
Derivatives
|
|
Reference:
|
Measurement
Specialties, Inc.
|
|
Name:
|
JPMorgan
Chase Bank, N.A.
|
|
Bank:
|
JPMorgan
Chase Bank, N.A.
|
|
ABA
#:
|
000000000
|
|
Credit
To:
|
Commercial
Loan Department
|
|
Account
#:
|
323522211
|
|
F/F/C:
|
Measurement
Specialties, Inc. - Loan # 0002-0000000000
|
|
Name:
|
Royal
Bank of Canada
|
|
JPMorgan
Chase Bank N.A.
|
|
|
New
York, NY
|
|
|
ABA
#:
|
000-000-000
|
|
Account
#:
|
000-0-000000
|
|
Reference:
|
Measurement
Specialties, Inc.
|
|
Name:
|
Bank
of America, N.A.
|
|
New
York, NY
|
|
|
ABA
#:
|
000000000
|
|
Account
#:
|
1093600000630
|
|
Commercial
Credit Services
|
|
|
Reference:
|
Measurement
Specialties, Inc.
|
EXHIBIT
B
ANNEX
I (Section 11.10)
to
CREDIT
AGREEMENT
NOTICE
ADDRESSES
(A) If
to
Agent or GE Capital, at
General
Electric Capital Corporation
000
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx,
XX 00000
Attention:
Measurement Specialties, Inc., Account Manager
Telecopier
No.: 000-000-0000
Telephone
No.: 000-000-0000
and,
with
respect to any Default or Event of Default, to:
Paul,
Hastings, Xxxxxxxx & Xxxxxx LLP
00
X.
00xx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx X. Xxxxxxxx, Esq.
Telecopier
No.: 000-000-0000
Telephone
No.: 000-000-0000
and
General
Electric Capital Corporation
000
Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx,
Xxxxxxxxxxx 00000
Attention:
Corporate Counsel - GE Commercial & Industrial Finance, Inc.
Telecopier
No.: 000-000-0000
Telephone
No.: 000-000-0000
(B) If
to any
Credit Party, at
c/o
Measurement Specialties, Inc.
0000
Xxxxx Xxx
Xxxxxxx,
Xxxxxxxx 00000
Attention:
Xxxxx Xxxxxxx, Chief Executive Officer
Telecopier
No.: 000-000-0000
Telephone
No.: 000-000-0000
With a copy to:
Hunton
& Xxxxxxxx LLP
Bank
of
America Plaza, Suite 4100
000
Xxxxxxxxx Xxxxxx, XX
Xxxxxxx,
Xxxxxxx 00000-0000
Attention: Xxxxxx
X.
Xxxxxxxxx,
Esq.
Telecopier
No.: 000-000-0000
Telephone
No.: 000-000-0000
EXHIBIT
C
ANNEX
J (from Annex A - Commitments definition)
to
CREDIT
AGREEMENT
Revolving
Loan Commitments as of the Fourth Amendment Effective Date:
|
Lender
|
Revolving
Loan Commitment
|
|||
|
General
Electric Capital Corporation
|
$
|
41,666,666.67
|
||
|
Wachovia
Bank, National Association
|
$
|
7,666,666.67
|
||
|
CoLTS
2005-1 LTD.
|
$
|
3,333,333.33
|
||
|
JPMorgan
Chase Bank, N.A.
|
$
|
28,333,333.33
|
||
|
Bank
of America, N.A.
|
$
|
20,000,000
|
||
|
Royal
Bank of Canada
|
$
|
20,000,000
|
||
|
Total
|
$
|
121,000,000
|
||
Term
Loan Commitments as of the Closing Date:
|
Lender
|
Term
Loan Commitment
|
|||
|
General
Electric Capital Corporation
|
$
|
9,333,333.33
|
||
|
Wachovia
Bank, National Association
|
$
|
0
|
||
|
CoLTS
2005-1 LTD.
|
$
|
4,000,000.00
|
||
|
JPMorgan
Chase Bank, N.A.
|
$
|
6,666,666.67
|
||
|
Bank
of America, N.A.
|
$
|
0
|
||
|
Royal
Bank of Canada
|
$
|
0
|
||
|
Total
|
$
|
20,000,000
|
||
EXHIBIT
D - (1)
EXHIBIT
1.1(a)(ii)
to
CREDIT
AGREEMENT
FORM
OF
AMENDED AND RESTATED REVOLVING NOTE
FOR
VALUE
RECEIVED, the undersigned, MEASUREMENT
SPECIALTIES, INC.,
a New
Jersey corporation (“Borrower”),
HEREBY PROMISES TO PAY to the order of [_____________________________]
(“Lender”),
at
the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
as
Agent for Lenders (“Agent”),
at
its address at 000 Xxxxxxx 0, Xxxxxxx, Xxxxxxxxxxx 00000, or at such other
place as Agent may designate from time to time in writing, in lawful money
of
the United States of America and in immediately available funds, the amount
of
[___________________________] ($[__________]) or, if less, the aggregate unpaid
amount of all Revolving Credit Advances made by Lender to the undersigned under
the “Credit Agreement” (as hereinafter defined). All capitalized terms used but
not otherwise defined herein have the meanings given to them in the Credit
Agreement or in Annex
A
thereto.
This
Revolving Note is one of the Revolving Notes issued pursuant to that certain
Amended and Restated Credit Agreement dated as of April 3, 2006 by and among
Borrower, the other Persons named therein as Credit Parties, Agent, Lender
and
the other Persons parties thereto from time to time as Lenders (including all
annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the “Credit
Agreement”),
and
is entitled to the benefit and security of the Credit Agreement, the Security
Agreement and all of the other Loan Documents referred to therein. Reference
is
hereby made to the Credit Agreement for a statement of all of the terms and
conditions under which the Revolving Loans evidenced hereby are made and are
to
be repaid. The date and amount of each Revolving Credit Advance made by Lender
to Borrower, the rates of interest applicable thereto and each payment made
on
account of the principal thereof, shall be recorded by Agent on its books;
provided that the failure of Agent to make any such recordation shall not affect
the obligations of Borrower to make a payment when due of any amount owing
under
the Credit Agreement or this Note in respect of the Revolving Credit Advances
made by Lender to Borrower.
The
principal amount of the indebtedness evidenced hereby shall be payable in the
amounts and on the dates specified in the Credit Agreement, the terms of which
are hereby incorporated herein by reference. Interest thereon shall be paid
until such principal amount is paid in full at such interest rates and at such
times, and pursuant to such calculations, as are specified in the Credit
Agreement.
If
any
payment on this Revolving Note becomes due and payable on a day other than
a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.
Upon
and
after the occurrence of any Event of Default, this Revolving Note may, as
provided in the Credit Agreement, and without demand, notice or legal process
of
any kind, be declared, and immediately shall become, due and
payable.
Time
is
of the essence of this Revolving Note. Demand, presentment, protest and notice
of nonpayment and protest are hereby waived by Borrower.
Except
as
provided in the Credit Agreement, this Revolving Note may not be assigned by
Lender to any Person.
This
Revolving Note amends and restates and is substituted, without novation, for
that certain Revolving Note, dated April 3, 2006, in the original principal
amount of $[__________] made by Borrower in favor of Lender (the “Prior
Note”)
and
this Revolving Note is in substitution for (but not in payment of) the Prior
Note.
THIS
REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE.
|
MEASUREMENT
SPECIALTIES, INC.
|
||
| |
|
|
| By: | ________________________________________ | |
| Name: | ________________________________________ | |
| Title: | ________________________________________ | |
(2)
FORM
OF
REVOLVING NOTE
FOR
VALUE
RECEIVED, the undersigned, MEASUREMENT
SPECIALTIES, INC.,
a New
Jersey corporation (“Borrower”),
HEREBY PROMISES TO PAY to the order of [_____________________________]
(“Lender”),
at
the offices of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation,
as
Agent for Lenders (“Agent”),
at
its address at 000 Xxxxxxx 0, Xxxxxxx, Xxxxxxxxxxx 00000, or at such other
place as Agent may designate from time to time in writing, in lawful money
of
the United States of America and in immediately available funds, the amount
of
[___________________________] ($[__________]) or, if less, the aggregate unpaid
amount of all Revolving Credit Advances made by Lender to the undersigned under
the “Credit Agreement” (as hereinafter defined). All capitalized terms used but
not otherwise defined herein have the meanings given to them in the Credit
Agreement or in Annex
A
thereto.
This
Revolving Note is one of the Revolving Notes issued pursuant to that certain
Amended and Restated Credit Agreement dated as of April 3, 2006 by and among
Borrower, the other Persons named therein as Credit Parties, Agent, Lender
and
the other Persons parties thereto from time to time as Lenders (including all
annexes, exhibits and schedules thereto, and as from time to time amended,
restated, supplemented or otherwise modified, the “Credit
Agreement”),
and
is entitled to the benefit and security of the Credit Agreement, the Security
Agreement and all of the other Loan Documents referred to therein. Reference
is
hereby made to the Credit Agreement for a statement of all of the terms and
conditions under which the Revolving Loans evidenced hereby are made and are
to
be repaid. The date and amount of each Revolving Credit Advance made by Lender
to Borrower, the rates of interest applicable thereto and each payment made
on
account of the principal thereof, shall be recorded by Agent on its books;
provided that the failure of Agent to make any such recordation shall not affect
the obligations of Borrower to make a payment when due of any amount owing
under
the Credit Agreement or this Note in respect of the Revolving Credit Advances
made by Lender to Borrower.
The
principal amount of the indebtedness evidenced hereby shall be payable in the
amounts and on the dates specified in the Credit Agreement, the terms of which
are hereby incorporated herein by reference. Interest thereon shall be paid
until such principal amount is paid in full at such interest rates and at such
times, and pursuant to such calculations, as are specified in the Credit
Agreement.
If
any
payment on this Revolving Note becomes due and payable on a day other than
a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.
Upon
and
after the occurrence of any Event of Default, this Revolving Note may, as
provided in the Credit Agreement, and without demand, notice or legal process
of
any kind, be declared, and immediately shall become, due and
payable.
Time
is
of the essence of this Revolving Note. Demand, presentment, protest and notice
of nonpayment and protest are hereby waived by Borrower.
Except
as
provided in the Credit Agreement, this Revolving Note may not be assigned by
Lender to any Person.
THIS
REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT
STATE.
|
MEASUREMENT
SPECIALTIES, INC.
|
||
| |
|
|
| By: | _________________________________________ | |
| Name: | _________________________________________ | |
| Title: | _________________________________________ | |
SCHEDULE
A
|
Historical
EBITDA for IMSA
|
||||
|
FISCAL
MONTH ENDING
|
IMSA
|
|||
|
December
31, 2006
|
$
|
1,147,836
|
||
|
March
31, 2007
|
$
|
1,376,177
|
||
|
June
30, 2007
|
$
|
1,825,040
|
||
|
September
30, 2007
|
$
|
1,014,826
|
||
