[EXECUTION VERSION]
SEVENTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of May 29, 1998 (this "SEVENTH AMENDMENT"), is entered into between
Kaynar Technologies Inc., a Delaware corporation (the "BORROWER") and General
Electric Capital Corporation, a New York corporation (the "LENDER") and relates
to that certain Amended and Restated Credit Agreement dated as of August 12,
1996, between the Borrower and the Lender (as previously amended as of December
17, 1996, April 30, 1997, June 25, 1997, October 23, 1997, December 5, 1997, and
January 21, 1998, the "CREDIT AGREEMENT").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender have entered into the Credit
Agreement; and
WHEREAS, the Borrower has requested that the Lender amend the
Credit Agreement to make an additional Term Loan in a principal amount of
$4,000,000, the proceeds of which are to be used to fund an intercompany loan to
Recoil Pty (f/k/a RCL Pty), an unlimited liability company organized under the
laws of the State of Victoria, Australia, and a wholly owned subsidiary of the
Borrower ("RCL"), as permitted by Section 8.01(vii) of the Credit Agreement and
Borrower shall cause RCL to use the proceeds of such intercompany loan to pay in
full the outstanding principal balance of the existing term loan made pursuant
to that certain Term Loan Agreement dated as of August 12, 1996 (as amended to
date), by the Lender to RCL;
NOW, THEREFORE, in consideration of the above premises, the
Borrower and the Lender agree as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined
herein have the meanings assigned to them in the Credit Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT. Upon the "Effective Date" (as
defined in SECTION 4 below), the Credit Agreement is hereby amended as follows:
2.1 AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit
Agreement is amended by adding the following definitions in proper alphabetical
order:
(a) The following definition of "Fifth Supplemental Term
Loan" is added in proper alphabetical order:
"`FIFTH SUPPLEMENTAL TERM LOAN' is defined in SECTION
2.01(a)."
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(b) The following definition of "New Seventh Amendment" is
added in proper alphabetical order:
"`NEW SEVENTH AMENDMENT' means the Seventh Amendment to
Amended and Restated Credit Agreement dated as of May 29, 1998,
between the Borrower and the Lender."
(c) The following definition of "New Seventh Amendment
Effective Date" is added in proper alphabetical order:
"`NEW SEVENTH AMENDMENT EFFECTIVE DATE' means the
"Effective Date" under (and as defined in) the New Seventh
Amendment."
(d) The definition of "Term Loan Commitment" is hereby
amended and restated in its entirety to read as follows:
"`TERM LOAN COMMITMENT' means the obligation of the
Lender to make its Term Loan pursuant to the terms and conditions
of this Agreement (and, for the applicable period, the Existing
Credit Agreement), which, from and after the New Seventh Amendment
Effective Date, shall be in an aggregate principal amount of
$25,325,000, as permanently reduced from time to time by payments
or prepayments on the Term Loan made pursuant to SECTION 2.01(d),
SECTION 3.01 or SECTION 10.02(e)."
(e) The definition of "Collection Account Agreement" is hereby
amended and restated in its entirety to read as follows:
"`COLLECTION ACCOUNT AGREEMENT' means, with respect to
each Collection Account of the Borrower, an agreement in
substantially the form of EXHIBIT C, EXHIBIT C-1 (BLOCKED ACCOUNT
AGREEMENT) or EXHIBIT C-2 (THREE PARTY AGREEMENT RELATING TO
LOCKBOX SERVICES) attached hereto and made a part hereof (or such
other form as may be agreed to by the Borrower and the Lender),
pursuant to which, among other things (i) the Collection Account
Bank party thereto agrees to remit to the Lender or its designee in
accordance with instructions contained therein, on a daily basis
and by wire transfer or through an automated clearing house, all
collected funds on deposit in the Collection Account(s) maintained
by such Collection Account Bank (which agreement may not be
revoked, and shall remain in effect, until thirty (30) days after
such Collection Account Bank mails to the Lender and the Borrower a
notice of termination), and (ii) the Borrower (or its applicable
Subsidiary) and the Collection Account Bank confirm the Lender's
perfected first priority liens in the Collection Accounts subject
thereto."
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(f) The following definition of "Permitted Acquisition" is
added in proper alphabetical order:
"`PERMITTED ACQUISITION' means an acquisition by the
Borrower of all or substantially all of the assets of a business
conducted by another Person, upon satisfaction of each of the
following conditions:
(a) the Lender shall receive at least thirty (30)
Business Days' prior written notice of such proposed Permitted
Acquisition, which notice shall include a reasonably detailed
description of such proposed Permitted Acquisition (including,
without limitation, a summary of any environmental, health or
safety claims, liabilities and costs resulting from the proposed
Permitted Acquisition);
(b) such Permitted Acquisition shall only involve assets
located in the United States or Canada and comprising a business,
or those assets of a business, of the type engaged in by the
Borrower as of the Amendment and Restatement Effective Date (but in
no event shall such acquired business engage primarily in the
treatment, recycling, storage or disposal of any Contaminant), and
which acquired business would not subject the Lender to regulatory
or third party approvals in connection with the exercise of its
rights and remedies under this Agreement or any other Loan
Documents other than approvals applicable to the exercise of such
rights and remedies with respect to the Borrower prior to such
Permitted Acquisition;
(c) such Permitted Acquisition shall be consensual and
shall have been approved by the Target's board of directors (or
equivalent governing body);
(d) the amount of the Investment in such Permitted
Acquisition shall not exceed $3,000,000 nor shall the aggregate
amount of all Investments in Permitted Acquisitions in any Fiscal
Year exceed $10,000,000;
(e) at or prior to the closing of any Permitted
Acquisition, the Lender will be granted a first priority perfected
Lien (subject only to Customary Permitted Liens) in all assets
acquired pursuant thereto, and the Borrower and the Target shall
have executed such documents and taken such actions as may be
reasonably required by the Lender in connection therewith,
including amendments to the Security Agreement;
(f) within twenty (20) Business Days of the date of such
Permitted Acquisition, the Lender shall have received the
agreements entered into in connection with the Permitted
Acquisition and all opinions, certificates, lien search results,
environmental reports, title insurance policies, evidence of
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compliance with (or exemption from) bulk sales laws, surveys,
zoning letters, certificates of occupancy, appraisals and other
documents reasonably requested by the Lender, including an
assignment of rights in respect of the Borrower's rights under the
related Permitted Acquisition agreements, which assignment shall be
expressly permitted under such Permitted Acquisition agreement or
shall have been consented to by the Target in writing; and
(g) at the time of such Permitted Acquisition and after
giving effect thereto, no Potential Event of Default or Event of
Default shall have occurred and be continuing or would result
therefrom."
(g) The following definition of "Target" is added in proper
alphabetical order:
"`TARGET' means a natural Person resident in, or a Person
organized under the laws of, any State or Province within the
United States of America or Canada and whose business or assets are
the subject of a Permitted Acquisition."
(h) The definition of "Waiver" is hereby amended and restated
in its entirety to read as follows:
"`WAIVER' means the Amendment and Limited Waiver dated as
of April 30, 1997, among the Borrower, the Parent and the Lender."
2.2 AMENDMENTS TO SECTION 2.01. Section 2.01 of the Credit
Agreement is hereby amended as follows:
(a) Section 2.01(a) is hereby amended and restated in its
entirety to read as follows:
"(a) AMOUNT OF TERM LOAN. The Lender (i) has made a term
loan, in Dollars, to the Borrower on the Initial Closing Date in an
aggregate amount equal to $15,800,000 (the "Initial Term Loan"),
(ii) has made a term loan, in Dollars, to the Borrower on the First
Amendment Effective Date, in an aggregate amount equal to
$2,000,000 (the "Supplemental Term Loan"), (iii) has made a term
loan, in Dollars, to the Borrower on the Third Amendment Effective
Date, in an aggregate amount equal to $2,000,000 (the "Second
Supplemental Term Loan"), (iv) has made a term loan, in Dollars, to
the Borrower on the Amendment and Restatement Effective Date, in an
aggregate amount equal to $4,000,000 (the "Third Supplemental Term
Loan"), (v) has made a term loan in Dollars, to the Borrower on the
New First Amendment Effective Date, in an aggregate amount equal to
$6,000,000 (the "Fourth Supplemental Term Loan"), and (vi) subject
to the terms and conditions set forth in this Agreement and the New
Seventh
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Amendment, hereby agrees to make a term loan, in Dollars, to the
Borrower on the New Seventh Amendment Effective Date, in an
aggregate amount equal to $4,000,000 (the "Fifth Supplemental Term
Loan," and together with the Initial Term Loan, the Supplemental
Term Loan, the Second Supplemental Term Loan, the Third
Supplemental Term Loan and the Fourth Supplemental Term Loan, the
"Term Loan"). After giving effect to the advance of the Fifth
Supplemental Term Loan and all payments or prepayments made prior
to the New Seventh Amendment Effective Date, the outstanding
principal balance of the Term Loan as of the New Seventh Amendment
Effective Date will be $25,325,000."
(b) Section 2.01(c) is hereby amended by inserting immediately
following the existing clause (ii) the following new clause (iii):
"(iii) Upon the New Seventh Amendment Effective Date, the
Lender shall be deemed to have advanced the proceeds of the Fifth
Supplemental Term Loan to the Borrower to make an intercompany loan
to RCL, the proceeds of which shall be deemed to have been applied
to repay the outstanding principal amount of loans outstanding
under the RCL Loan Agreement in accordance with Section 3.01(a) of
the RCL Loan Agreement, it being agreed and understood that such
amount shall be a transfer on the books of the Lender from a loan
account of RCL to a loan account of the Borrower and that no
proceeds of the Fifth Supplemental Term Loan shall otherwise be
made available to the Borrower or to RCL."
(c) Section 2.01(d) is hereby amended and restated in its
entirety as follows:
"(d) TERM NOTE; REPAYMENT OF THE TERM LOAN. On the Initial
Closing Date, the Borrower executed and delivered to the Lender a
promissory note evidencing the Initial Term Loan. On the First
Amendment Effective Date, Borrower executed and delivered to the
Lender a substitute promissory note evidencing the Initial Term
Loan and the Supplemental Term Loan. On the Third Amendment
Effective Date, Borrower executed and delivered to the Lender a
second substitute promissory note evidencing the Initial Term Loan,
the Supplemental Term Loan and the Second Supplemental Term Loan.
On the Amendment and Restatement Effective Date, the Borrower
executed and delivered to the Lender a third substitute promissory
note, in substantially the form of EXHIBIT I attached hereto and
made a part hereof, evidencing the Initial Term Loan, the
Supplemental Term Loan, the Second Supplemental Term Loan and the
Third Supplemental Term Loan. On the New First Amendment Effective
Date, the Borrower executed and delivered to the Lender a fourth
substitute promissory note, in substantially the form of EXHIBIT
I-A attached hereto and made a part hereof, evidencing the Initial
Term Loan, the Supplemental Term
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Loan, the Second Supplemental Term Loan, the Third Supplemental Term
Loan and the Fourth Supplemental Term Loan. On the New Seventh
Amendment Effective Date, the Borrower shall execute and deliver to
the Lender a fifth substitute promissory note, in substantially the
form of EXHIBIT I-B attached hereto and made a part hereof (the "Term
Note"), evidencing the Initial Term Loan, the Supplemental Term Loan,
the Second Supplemental Term Loan, the Third Supplemental Term Loan,
the Fourth Supplemental Term Loan and the Fifth Supplemental Term
Loan. After the Fifth Amendment Effective Date, the Borrower shall
make quarterly installments of $100,000 each in respect of the
outstanding principal balance of the Term Loan, payable in equal
installments on the 1st day of January, April, July and October in
each year, commencing October 1, 1996, and ending October 1, 2000.
The outstanding principal balance of the Term Loan shall be payable
in full on the earlier of (x) the Scheduled Maturity Date (or, if not
a Business Day, the immediately preceding Business Day), and (y) the
date of acceleration of the Obligations or termination of the
Commitments pursuant hereto."
(e) Section 2.01(e) is hereby amended by inserting immediately
following existing clause (ii) the following new clause (iii):
"(iii) The proceeds of the Fifth Supplemental Term Loan shall
be used to make an intercompany loan to RCL (and the Borrower shall
cause RCL to use the proceeds of such intercompany loan to repay
the principal amount of loans outstanding under the RCL Loan
Agreement in accordance with Section 3.01(a) of the RCL Loan
Agreement)."
2.3 AMENDMENT TO SECTION 2.05. Section 2.05 of the Credit
Agreement is hereby amended by inserting immediately following Section 2.05(d)
the following new Section 2.05(e):
"(e) NEW SEVENTH AMENDMENT FEE. In addition to any fees paid
pursuant to SECTION 2.05(a) through (d), the Borrower shall pay to
the Lender, in connection with the execution of the New Seventh
Amendment, a fee of $118,679."
2.4 AMENDMENT TO SECTION 3.01. Section 3.01 of the Credit
Agreement is hereby amended by deleting subsection 3.01(b)(viii) in its
entirety.
2.5 AMENDMENT TO SECTION 8.01. Section 8.01 of the Credit
Agreement is hereby amended by deleting the word "and" at the end of clause
(xii) thereof, substituting "; and" in place of the period at the end of clause
(xiii) thereof and adding the following new clause (xiv):
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"(xiv) Indebtedness assumed pursuant to a Permitted
Acquisition, PROVIDED that (A) the aggregate principal amount of
such Indebtedness shall be included in determining the amount of
the Investment in such Permitted Acquisition and (B) such
Indebtedness shall be paid in full on or before the second Business
Day after the closing of such Permitted Acquisition."
2.6 AMENDMENTS TO SECTION 8.02. Section 8.02 of the Credit
Agreement is hereby amended as follows:
(a) Section 8.02(i) is hereby amended by deleting the
following language therefrom:
"or RCL complies with the mandatory prepayment provisions set forth
in SECTION 3.01(b) of the RCL Loan Agreement (as applicable)"
(b) Section 8.02(iv) is hereby amended by deleting the
following language therefrom:
"or the "Obligations" under (and as defined in) the RCL Loan
Agreement (as applicable)"
(c) Section 8.02(v) is hereby amended by deleting the
following language therefrom:
"or the RCL Loan Documents (as applicable)"
2.7 AMENDMENT TO SECTION 8.03. Section 8.03 of the Credit
Agreement is hereby amended by (a) deleting the words "and the RCL Loan
Documents" fromclause (i) thereof and (b) deleting the word "and" at the end of
clause (iv) thereof, substituting "; and" in place of the period at the end of
clause (v) thereof and adding the following new clause (vi):
"(vi) Liens on assets acquired by the Borrower in a Permitted
Acquisition (and not on any other assets) securing Indebtedness
permitted by SECTION 8.01(xiv), PROVIDED that such Liens shall be
released on or before the fifth Business Day following the closing
of such Permitted Acquisition."
2.8 AMENDMENTS TO SECTION 8.04. Section 8.04 of the Credit
Agreement is hereby amended as follows:
(a) Section 8.04(vii) is hereby amended by increasing the
maximum aggregate unrecovered amount of Investments by the Borrower in
Recoil Holdings and Recoil Australia Holdings and by Recoil Holdings and
Recoil Australia Holdings in RCL from $12,000,000 to $16,000,000.
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(b) Section 8.04 is hereby amended by deleting the word "and"
at the end of clause (ix) thereof, substituting "; and" in place of the
period at the end of clause (x) thereof and adding the following new
clause (xi):
"(xi) Permitted Acquisitions."
2.9 AMENDMENT TO SECTION 8.05. Section 8.05 of the Credit
Agreement is hereby amended by deleting Section 8.05(iv) in its entirety.
2.10 AMENDMENT TO SECTION 8.12. Section 8.12(v) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"(v) Common Stock Issued as consideration for the purchase of
assets."
2.11 AMENDMENT TO SECTION 10.01(e). Section 10.01(e) of the
Credit Agreement is hereby amended by deleting the following clause in its
entirety:
"or any "Event of Default" under (as defined in) the RCL Loan
Agreement or either of the Parent Agreements has occurred and is
continuing."
2.12 AMENDMENT TO SECTION 10.02. Section 10.02 of the Credit
Agreement is hereby amended by inserting immediately following Section 10.02(d)
the following new Section 10.02(e):
"(e) All collections of Accounts included in the Collateral and
other proceeds of Collateral shall be deposited in a Collection Account
which is subject to a Collection Account Agreement. After the ocurrence
and during the continuance of an Event of Default, Lender may require
each Collection Account Bank to remit to the Concentration Account (or
such other account as may be designated from time to time by the Lender)
in accordance with instructions contained in the applicable Collection
Account Agreement, on a daily basis and by wire transfer or through an
automated clearing house, all collected funds on deposit in the
Collection Account(s) maintained by such Collection Account Bank. Any
of the foregoing collections received by the Borrower or any of its
Subsidiaries and not so deposited, shall be deemed to have been received
by such Person in trust for the Lender, and upon such Person's receipt
thereof, such Person shall immediately transfer all such amounts into
the Concentration Account in their original form (with any necessary
endorsement). The Borrower acknowledges and agrees that each of the
Collection Accounts shall be maintained for the purpose of creating a
collection point for amounts representing proceeds of Accounts and other
personal Property which are part of the Collateral. The Concentration
Account shall at all times be under the exclusive dominion and control
of the Lender, and the Borrower shall have no right to withdraw or
direct the payment of any funds on deposit in the Concentration Account.
After the ocurrence and during the continuance of an Event of Default,
the
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Lender may take exclusive dominion and control of each of the Collection
Accounts, and the Borrower shall have no right to withdraw or direct the
payment of any funds on deposit in any Collection Account (except to the
Lender or its designee as provided herein). All collections of Accounts
and all proceeds of Collateral remitted to the Concentration Account, or
to any Collection Account after the ocurrence and during the continuance
of an Event of Default, will be the sole property of the Lender and will
be deemed received for application on the Obligations as follows: (A)
FIRST, to the payment of outstanding fees, expenses and indemnities, (B)
SECOND, to the outstanding Revolving Loans (and any amounts so applied
may be reborrowed subject to the provisions of this Agreement, including,
without limitation, SECTIONS 2.02 AND 4.02), (C) THIRD, to the
outstanding Letter of Credit Obligations then due and payable, (D)
FOURTH, to the payment of all other outstanding Obligations (other than
unpaid installments of the Term Loan or Letter of Credit Obligations)
then due and payable, (E) FIFTH, to the unpaid installments of the Term
Loan in the inverse order of maturity (and the Term Loan Commitment shall
be permanently reduced by the amount of such prepayment so applied), and
(F) SIXTH, to the extent such Letter of Credit Obligations are
contingent, such collections and proceeds shall be deposited in an
account maintained by the Lender to provide cash collateral in respect of
such Letter of Credit Obligations). The Lender shall apply the proceeds
of any item deposited in the Concentration Account to payment of the
Obligations on the day on which the bank at which the Concentration
Account is maintained receives final settlement for the item.
2.13 AMENDMENTS TO EXHIBITS. New Exhibits I-B, C-1 (Blocked
Account Agreement) and C-2 (Three Party Agreement Relating to Lockbox
Services) are hereby added to the Credit Agreement in the form of ANNEX A,
ANNEX B and ANNEX C, respectively, each attached hereto and made a part
hereof.
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Lender that, as of the Effective Date and after giving effect
to this Seventh Amendment:
(a) All of the representations and warranties of the Borrower
contained in this Seventh Amendment, the Credit Agreement and the other
Loan Documents are true and correct in all material respects on and as of
the Effective Date, as if then made (other than representations and
warranties which expressly speak as of a different date, which shall be
true and correct in all material respects as of that date); and
(b) No Potential Event of Default or Event of Default has
occurred or is continuing or will result after giving effect to this
Seventh Amendment.
4. EFFECTIVE DATE. This Seventh Amendment shall become effective as of
the date first written above (the "EFFECTIVE DATE") upon the satisfaction of
each of the following conditions:
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(a) The Lender shall have received each of the following documents,
in each case in form and substance satisfactory to the Lender:
(i) counterparts hereof executed by the Borrower and the Lender;
(ii) a Term Note substantially in the form of EXHIBIT I-B
to the Credit Agreement (as added by this Seventh Amendment), duly
executed by the Borrower;
(iii) a promissory note made by RCL in favor of Borrower,
evidencing the obligations of RCL pursuant to the intercompany
loan referred to in Section 2.01(c)(iii) of the Credit Agreement,
together with an allonge endorsement thereof, delivered to the
Lender pursuant to the Pledge Agreement;
(iv) an opinion of counsel to the Borrower with respect
to the Loan Documents described in CLAUSES (i) and (ii) above and
the pledge of the promissory note and stock described in CLAUSES
(iii) and (x);
(v) a certificate of the chief financial officer of the
Borrower certifying that all conditions precedent to the
effectiveness of this Seventh Amendment have been satisfied;
(vi) a certificate of the Secretary or Assistant
Secretary of the Borrower dated the Effective Date certifying (A)
the names and true signatures of the incumbent officers of the
Borrower authorized to sign this Seventh Amendment and the other
Transaction Documents executed in connection with this Seventh
Amendment to which it is a party, (B) that the By-laws of the
Borrower have not been amended or otherwise modified since the
Amendment and Restatement Effective Date and remain in full force
and effect as of the Effective Date, (C) that the Articles of
Incorporation of the Borrower have not been amended or otherwise
modified since the date of the most recent certification thereof
by the Secretary of State of Delaware delivered to the Lender and
remain in full force and effect as of the Effective Date and (D)
the resolutions of the Borrower's board of directors approving and
authorizing the execution, delivery and performance of this
Seventh Amendment and the other Transaction Documents executed in
connection with this Seventh Amendment to which the Borrower is a
party;
(vii) a termination agreement entered into by Recoil Australia
Holdings, Recoil Holdings and Lender, terminating that certain
guaranty and contribution agreement executed by Recoil Australia
Holdings and Recoil Holdings in favor of Lender, dated as of August
12, 1996;
(viii) a guarantee and contribution agreement executed by
Recoil Australia Holdings and Recoil Holdings in favor of Lender,
pursuant to which
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Recoil Australia Holdings and Recoil Holdings unconditionally
guarantee the payment and performance of the Obligations;
(ix) a termination agreement entered into by Recoil
Australia Holdings and Lender, terminating that certain Pledge
Agreement, dated as of August 2, 1996, executed by Recoil
Australia Holdings in favor of Lender;
(x) a pledge agreement entered into by Recoil Holdings
and Lender, to secure the payment and performance of the "Secured
Obligations" (as defined therein) and, pursuant thereto, to grant
to Lender a security interest in, e.g., 65% of the issued and
outstanding Capital Stock of RCL and related Property;
(xi) a stock certificate delivered by Recoil Holdings
pursuant to the agreement referred to above, representing 65
shares of outstanding Capital Stock of RCL, together with a stock
power endorsed in blank;
(xii) Collection Account Agreements substantially in the
form of ANNEXES B and C hereto, duly executed by each party
thereto; and
(xiii) such additional documentation as the Lender may
reasonably request;
(b) The Lender shall have received, or waived in writing, payment
in full in cash of all "Obligations" (as that term is defined in the RCL
Loan Agreement), including but not limited to payment of all interest,
charges, and fees then due and owing under or with respect to the RCL
Loan Agreement, after giving effect to the application of the proceeds of
the Fifth Supplemental Term Loan;
(c) No law, regulation, order, judgment or decree of any
Governmental Authority shall, and the Lender shall not have received any
notice that litigation is pending or threatened which is likely to,
enjoin, prohibit or restrain the consummation of the transactions
contemplated by this Seventh Amendment, except for such laws,
regulations, orders or decrees, or pending or threatened litigation that
in the aggregate could not reasonably be expected to result in a Material
Adverse Effect;
(d) All of the representations and warranties of the Borrower
contained in this Seventh Amendment, the Credit Agreement and the other
Loan Documents shall be true and correct in all material respects on and
as of the Effective Date, as if then made (other than representations and
warranties which expressly speak as of a different date, which shall be
true and correct in all material respects as of that date);
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(f) All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
contemplated by this Seventh Amendment shall be satisfactory in all
respects in form and substance to the Lender; and
(g) No Event of Default or Potential Event of Default shall
have occurred and be continuing on the Effective Date or will result
after giving effect to this Seventh Amendment.
5. PAYMENT OF NEW SEVENTH AMENDMENT FEE. Borrower hereby authorizes
Lender to charge to the Revolving Loan, on May 29, 1998, a New Seventh Amendment
Fee in the amount of $118,679, payable in connection with the Fifth Supplemental
Term Loan to be made on the Effective Date.
6. EAGLE ACQUISITION. In connection with the acquisition by Borrower
of all or substantially all of the assets of Eagle Enterprises, the prior
written notice requirement of paragraph (a) of the definition of "Permitted
Acquisition" shall be deemed to have been satisfied; PROVIDED, that Borrower
agrees to make timely delivery to Lender of all the agreements, certificates and
other documents called for in paragraph (f) of such definition.
7. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) Upon the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like
import, and each reference in the other Loan Documents to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.
(b) This Seventh Amendment shall be limited solely to the
matters expressly set forth herein and shall not (i) constitute an
amendment of any other term or condition of the Credit Agreement or any
other Loan Document, (ii) prejudice any right or rights which the Lender
or Lender Parties may now have or may have in the future under or in
connection with the Credit Agreement or any other Loan Document, (iii)
require the Lender to agree to a similar transaction on a future occasion
or (iv) create any rights herein to another Person or other beneficiary
or otherwise, except to the extent specifically provided herein.
(c) Except to the extent specifically amended herein, the
respective provisions of the Credit Agreement and the other Loan
Documents shall not be amended, modified, impaired or otherwise affected
hereby, and such documents and the Obligations under each of them are
hereby confirmed in full force and effect.
8. MISCELLANEOUS. This Seventh Amendment is a Loan Document. The
headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof.
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9. COUNTERPARTS. This Seventh Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.
10. GOVERNING LAW. THIS SEVENTH AMENDMENT SHALL BE INTERPRETED, AND
THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Borrower and the Lender have caused this
Seventh Amendment to be executed by their respective officers thereunto duly
authorized as of the date first above written.
KAYNAR TECHNOLOGIES INC.
By:
---------------------------
Xxxxx X. Xxxxxx
Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------
Name:
Authorized Signatory
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ANNEX B
TO
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF BLOCKED ACCOUNT AGREEMENT
Attached
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ANNEX C
TO
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF THREE PARTY AGREEMENT RELATING TO LOCKBOX SERVICES
Attached
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ANNEX A
TO
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FORM OF AMENDED AND RESTATED TERM NOTE
Attached
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