FIRST AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This First Amendment to Amended and Restated Credit and Security Agreement
("Amendment"), dated May 13, 1996, by and between GROUP TECHNOLGIES CORPORATION,
a Florida corporation (the "Borrower"), and FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation (the "Lender"), amends the Amended and Restated
Credit and Security Agreement, dated March 29, 1996, by and between the Borrower
and the Lender, as so amended, and as amended, modified, extended, restated,
enlarged or supplemented from time to time, the "Agreement").
RECITAL
The Borrower has requested that the Lender amend the Agreement, and the
Lender is willing to make such amendment, all upon the terms and subject to the
conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used in this Amendment and not
otherwise defined herein, shall have the meanings ascribed to them in the
Agreement.
2. NEGATIVE COVENANTS. Effective as of March 31, 1996, Section 8.15 of
the Agreement is deleted in its entirety and replaced with the following:
Permit Book Net Worth, on an unconsolidated basis, at anytime to be less
than the amounts shown below for the applicable period listed below:
PERIOD AMOUNTS
------ -------
Closing Date until, but not $18,000,000 plus the amount
including, fiscal year end 1996 of any gain recorded by Borrower
as a result of any settlement of the
Boeing Claim
Fiscal year end 1996 and $21,000,000
thereafter
3. SECTION 16.16 of the Agreement is deleted in its entirety and replaced
with the following:
LIMITED DEFAULT WAIVER. Inasmuch as the financial covenants contained
within this Agreement exclude the effects of accounting for the Warrant and the
twelve month amortization of up to $250,000.00 of loan costs associated with
this Agreement, the Lender shall, after it has received and had a reasonable
opportunity to review schedules from the Borrower specifying the aforesaid
effects, grant to Borrower a waiver of any Event of Default which the Lender
reasonably deems to have occurred solely as a result of the effects which such
accounting has had on such financial covenants.
4. REAFFIRMATION AND MODIFICATION OF GUARANTY AND PLEDGE.
(a) The form, terms and conditions of each of the following documents, as
modified in accordance with the terms of paragraph (b) of this section of this
Amendment, are hereby ratified, and reaffirmed in all respects:
(i) Security and Pledge (Guarantor), dated August 10, 1994,
executed by the Borrower in favor of the Lender;
(ii) Security and Pledge (Pledgor), dated August 10, 1994,
executed by GT Mexico Holding Company in favor of the Lender;
(iii) Guaranty and Security Agreement (the "Metrum Guaranty"),
dated November 22, 1994, executed by Metrum in favor of the Lender;
(iv) Guaranty and Security Agreement (the "GT Mexico Holding
Company Guaranty:"), dated November 22, 1994, executed by GT Mexico Holding
Company in favor of the Lender;
(v) Guaranty (the "GT Mexico Guaranty"), dated November 22,
1994, executed by GT Mexico in favor of the Lender;
(vi) Pledge Agreement, dated November 22, 1994, executed by the
Borrower in favor of the Lender, regarding the pledge of Metrum stock;
(vii) Pledge Agreement, dated November 22, 1994, executed by the
Borrower in favor of the Lender, regarding the pledge of GT Mexico Holding
Company stock; and
(viii) Guaranty (the "GT Brazil Guaranty"), dated March 29, 1996,
executed by GT Brazil in favor of the Lender.
Each of the Borrower, Metrum, GT Mexico Holding Company, GT Mexico, and GT
Brazil acknowledges and agrees that it is and shall remain liable for the
payment of all obligations to the full extent provided in the Metrum Guaranty,
the GT Mexico Holding Company Guaranty, the GT Mexico Guaranty and the GT Brazil
Guaranty, respectively, all as amended by this section 4.
(b) SECTION 2.10 in the GT Brazil Guaranty is deleted in its entirety and
replaced with the following:
2.10 JOINT AND SEVERAL LIABILITY; CONTRIBUTION. The obligations of
the Guarantor hereunder shall be joint and several with all Other Guarantors (as
hereinafter defined), each one being liable for the payment and performance of
all the Obligations, and it shall not be necessary or required that the Lender
commence proceedings against, or enforce any of the provisions of the Loan
Documents against, the Guarantor and one of more of the Other Guarantors in
order to charge the Guarantor with liability hereunder. To the extent that any
Other Guarantor (a "Paying Guarantor") makes a payment of a portion of the
Obligations which exceeds the greater of (i) the amount of economic benefit
actually received by the Paying Guarantor from the Loans and the Letters of
Credit and (ii) the amount which the Paying Guarantor would otherwise have paid
if the Paying Guarantor had paid the aggregate amount of the Obligations in the
same proportion as the Paying Guarantor's net worth at the date of enforcement
of the Obligations against the Paying Guarantor is sought bears to the aggregate
net worth of the Guarantor and all the Other Guarantors (including the Paying
Guarantor) at such date, then the Guarantor shall reimburse the Paying Guarantor
for the amount of such excess, pro rata based on the respective net worths of
the Guarantor and all Other Guarantors (including the Paying Guarantor). As used
herein, the term "Other Guarantors" shall mean all other guarantors of the
Obligations whose guarantees contain a provision in substance the same as this
section.
5. NO OTHER MODIFICATIONS. Except as expressly amended or modified by
the terms hereof, the Agreement shall remain in full force and effect. This
Agreement shall not affect, modify or diminish the obligations of Borrower which
have accrued prior to the effectiveness of the provisions hereof.
6. REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The Borrower hereby
certifies that the representations and warranties contained in the Agreement
continue to be true and correct and that no Default or Event of Default has
occurred.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
FLORIDA.
8. JURY TRIAL WAIVER. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Amended and Restated Credit Agreement to be duly executed, sealed and delivered
the day and year first above written.
BORROWER:
GROUP TECHNOLOGIES CORPORATION,
a Florida corporation
/s/ Xxxxx X. Xxxxxxx
Chief Financial Officer
LENDER:
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
/s/ Xxxxxx Xxxxxxxxxxx
Vice President
Each of the Guarantors whose name is set forth below acknowledges that it
has reviewed, confirmed and consented to the terms of this Amendment and each of
the documents and transactions contemplated hereby, including, but not limited
to, the terms of Section 4 of this Amendment.
GROUP TECHNOLOGIES SUPR. INFORMATICA IND. E. COM. LTDA.
/s/ Xxxxxx Xxxxxxxxx
Vice President and General Manager
GROUP TECHNOLOGIES MEXICAN HOLDING COMPANY
/s/ Xxxx X. XxXxxxxxx
President
METRUM, INC.
/s/ Xxxxxx Xxxxxxxxx
Vice President and General Manager
GROUP TECHNOLOGIES S.A. de C.V.
/s/ Xxxx X. XxXxxxxxx
President
