Exhibit 10.14
AGREEMENT AND WAIVER
THIS AGREEMENT AND WAIVER is made as of November 14, 2001, by and between
SIGNAL TECHNOLOGY CORPORATION (the "Borrower") and FLEET NATIONAL BANK (the
"Lender").
WHEREAS, the Borrower and the Lender are parties to a certain third Amended
and Restated Credit Agreement, dated as of February 27, 2001, as amended (the
"Credit Agreement"; terms used herein and not otherwise defined are used herein
as defined in the Credit Agreement); and
WHEREAS, the Borrower has requested certain changes to and certain waivers
under the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Limitation on Revolving Credit Loans, Equipment Loans and Letters of
Credit. Notwithstanding anything to the contrary contained in any of the Loan
Documents, on and after November 14, 2001 (the "Suspension Date"), until
otherwise consented to in writing by the Lender (which consent shall be given
in the Lender's sole and absolute discretion), (i) no additional Revolving
Credit Loans or Equipment Loans, shall be made to the Borrower under the Credit
Agreement and (ii) no new Letters of Credit shall be issued for the account of
the Borrower under the Credit Agreement; provided, however, that the foregoing
shall not prohibit the Borrower from converting all or part of any Loan or
Loans outstanding on the Suspension Date to a Loan or Loans of another Type in
accordance with the Credit Agreement, and; provided, further, that any unpaid
Reimbursement Obligation of the Borrower shall be deemed to be a Revolving
Credit Loan in accordance with Section 2A.3 of the Credit Agreement. Without
limiting the generality of the foregoing, no mandatory or optional repayment or
prepayment of any Loan (including Revolving Credit Loans and Equipment Loans)
or Reimbursement Obligation, shall permit the Borrower to reborrow such amounts
under the Credit Agreement.
2. Fees. All fees and other amounts due under the Credit Agreement,
including without limitation, Commitment Fees, shall continue to accrue and be
due and payable in accordance with the Credit Agreement. Without limiting the
foregoing and notwithstanding Sections 2.1 (f)(iv) and 2.1 (f)(v) of the Credit
Agreement, the Revolving Credit Commitment shall be deemed to be $20,000,000 at
all times on and after the Suspension Date.
3. Representations. The Borrower represents and warrants to the Lender
as follows:
(a) The Borrower is not in compliance with: (i) the requirements of
Section 6.1 of the Credit Agreement for the fiscal quarter ended September 30,
2001; (ii) the requirements of Section 6.2 of the Credit Agreement for the four
consecutive fiscal quarters ended September 30, 2001; and (iii) the requirements
of Section 6.3(a) of the Credit Agreement for the fiscal quarter ended September
30, 2001.
(b) Other than as described in Paragraph 3(a) hereof, no Default has
occurred and is continuing as of the date hereof;
(c) The representation and warranties contained in Section IV of the
Credit Agreement are true and correct in all material respects on and as of the
date hereof (except with respect to Defaults referenced in Paragraph 3(a)
hereof, and except to the extent that such representations and warranties
expressly relate to an earlier date); and
(d) The resolutions referred to in Section 3.1 of the Credit
Agreement remain in full force and effect on and as of the date hereof.
4. Waiver. The Lender hereby waives the Defaults referenced in
Paragraph 3(a) hereof.
5. General. The foregoing agreement and waivers are limited as provided
herein and not extend to any other provisions of the Credit Agreement not
specified herein or to any other matter. The Credit Agreement is ratified and
confirmed and shall continue in full force and effect as modified hereby. This
Agreement and Waiver may be executed in any number of counterparts with the same
effect as if the signatures hereto and thereto were upon the same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, this Agreement and Waiver has been executed as a sealed
instrument as of the date first set forth above.
SIGNAL TECHNOLOGY CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Name: XXXXXX X. XXXXXX
Title: CFO
FLEET NATIONAL BANK
By: /s/ XXXXXXX X. XXXXXXX
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XXXXXXX X. XXXXXXX
VICE PRESIDENT
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