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ASSIGNMENT AND ACCEPTANCE
Dated as of July 11, 1997
Reference is made to the Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of May 31, 1996 (as from time to time amended
and in effect, the "Credit Agreement"), by and among CONNECTIVITY PRODUCTS
INCORPORATED, a Delaware Corporation (the "Borrower"), the banking institutions
referred to therein as Banks (collectively, the "Banks"), and NBD BANK and
BANKBOSTON, N.A., f/k/a The First National Bank of Boston as co-agents (in such
capacity, the "Co-Agents") for the Banks. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Credit
Agreement.
FLEET BANK, N.A. (the "Assignor") and NBD BANK (the
"Assignee") hereby agree as follows:
Assignment.
Subject to the terms and conditions of this Assignment and
Acceptance, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes without recourse to the Assignor, a
$5,248,000.00 interest in and to the rights, benefits, indemnities and
obligations of the Assignor under the Credit Agreement equal to 12% in respect
of the Total Commitment and the Term Loan immediately prior to the Effective
Date (as hereinafter defined).
Assignor's Representations.
The Assignor (i) represents and warrants that (A) it is
legally authorized to enter into this Assignment and Acceptance, (B) as of the
date hereof, its Revolving Credit Commitment is $4,800,000, its Revolving Credit
Commitment Percentage is 24%, the aggregate outstanding principal balance of its
Revolving Credit Loans equals $4,442,000, the aggregate amount of its Letter of
Credit Participations equals $-0-, its Line of Credit Commitment is $1,680,000,
its Line of Credit Commitment Percentage is 24%, the aggregate outstanding
principal balance of its Line of Credit Loans equals $144,000, and the aggregate
outstanding balance of its Term Loan equals $4,017,600 (in each case after
giving effect to the assignment contemplated hereby but without giving effect to
any contemplated assignments which have not yet become effective), and (C)
immediately after giving effect to all assignments which have not yet become
effective, the Assignor's Commitment Percentage will be sufficient to give
effect to this Assignment and Acceptance, (ii) makes no representation or
warranty, express or implied, and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any of the other Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
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Agreement, the other Loan Documents or any other instrument or document
furnished pursuant thereto or the attachment, perfection or priority of any
security interest or mortgage, other than that it is the legal and beneficial
owner of the interest being assigned by it hereunder free and clear of any claim
or encumbrance; and (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Subsidiaries or any other Person primarily or secondarily liable in respect
of any of the Obligations, or the performance or observance by the Borrower or
any of its Subsidiaries or any other Person primarily or secondarily liable in
respect of any of the Obligations of any of its obligations under the Credit
Agreement or any of the other Loan Documents or any other instrument or document
delivered or executed pursuant thereto.
Assignee's Representations.
The Assignee (i) represents and warrants that (A) it is duly
and legally authorized to enter into this Assignment and Acceptance, (B) the
execution, delivery and performance of this Assignment and Acceptance do not
conflict with any provision of law or of the charter or by-laws of the Assignee,
or of any agreement binding on the Assignee, (C) all acts, conditions and things
required to be done and performed and to have occurred prior to the execution,
delivery and performance of this Assignment and Acceptance, and to render the
same the legal, valid and binding obligation of the Assignee, enforceable
against it in accordance with its terms, have been done and performed and have
occurred in due and strict compliance with all applicable laws; (ii) confirms
that it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Sections 8.4 and 9.4
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and
Acceptance; (iii) agrees that it will, independently and without reliance upon
the Assignor, the Agent or any other Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; (iv)
represents and warrants that it is an Eligible Assignee; (v) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Agreement and the other Loan Documents as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (vi) agrees that it will perform in accordance
with their terms all the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Bank; and (vii) acknowledges that it has
made arrangements with the Assignor satisfactory to the Assignee with respect to
its pro rata share of Letter of Credit Fees in respect of outstanding Letters of
Credit.
Effective Date.
The effective date for this Assignment and Acceptance shall be
July 11, 1997 (the "Effective Date"). Following the execution of this Assignment
and Acceptance and the consent
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of the Borrower hereto having been obtained, each party hereto shall deliver its
duly executed counterpart hereof to the Agent for acceptance by the Agent and
recording in the Register by the Agent.
Rights Under Credit Agreement.
Upon such acceptance and recording, from and after the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder, and (ii) the Assignor shall, with respect to
that portion of its interest under the Credit Agreement assigned hereunder,
relinquish its rights and be released from its obligations under the Credit
Agreement; provided, however, that the Assignor shall retain its rights to be
indemnified pursuant to Section 18 of the Credit Agreement with respect to any
claims or actions arising prior to the Effective Date.
Payments.
Upon such acceptance of this Assignment and Acceptance by the
Agent and such recording, from and after the Effective Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignee. The Assignor and the Assignee shall make any appropriate adjustments
in payments for periods prior to the Effective Date by the Agent or with respect
to the making of this assignment directly between themselves.
Governing Law.
THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A
SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
Counterparts.
This Assignment and Acceptance may be executed in any number
of counterparts which shall together constitute but one and the same agreement.
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IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.
FLEET BANK, N.A.
By: /s/ Xxxx X. Xxxxxx
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Title: Assistant Vice President
NBD BANK
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President
CONSENTED TO:
CONNECTIVITY PRODUCTS
INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
Title: President
NBD BANK, as Agent
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President
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SCHEDULE 1
Commitments, Commitment Percentages
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Revolving
Revolving Credit Line of Credit Term Loan A Term Loan B
Credit Commitment Line of Credit Commitment Term Loan A Commitment Commitment
Bank Commitment Percentage Commitment Percentage Commitment Percentage Percentage
---- ---------- ---------- ---------- ---------- ---------- ---------- ----------
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BankBoston, N.A. f/k/a $6,000,000 50% $3,000,000 50% $6,000,000 50% 50%
The First National Bank
of Boston
Domestic Lending Xxxxxx
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
LIBOR Lending Office
Same as Above
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NBD Bank $6,000,000 50% $3,000,000 50% $6,000,000 50% 50%
Domestic Lending Office
Michigan Banking
Division
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
LIBOR Lending Office
Same as above
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