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Exhibit 10.2
CONNECTIVITY PRODUCTS INCORPORATED
SECOND AMENDMENT
to
AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This SECOND AMENDMENT (this "Amendment"), dated as of September 30, 1996,
is among CONNECTIVITY PRODUCTS INCORPORATED, a Delaware corporation (the
"Borrower"), NBD BANK as Administrative Agent (the "Administrative Agent"), THE
FIRST NATIONAL BANK OF BOSTON as Documentation Agent (the "Documentation Agent",
and together with the Administrative Agent, the "Co-Agents") for the lending
institutions (the "Banks") listed on Schedule 1 to the Credit Agreement (as
hereinafter defined) and the Banks.
WHEREAS, the Borrower, the Banks and the Co-Agents are parties to that
certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as
of May 31, 1996 (as amended by the First Amendment, dated as of August 26, 1996,
the "Credit Agreement"), pursuant to which the Banks, upon certain terms and
conditions, have made loans to and may issue letters of credit for the benefit
of the Borrower; and
WHEREAS, the Borrower had requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
make certain changes to the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Capitalized terms which are used herein without
definition and which are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT. Section 11.5 of the Credit
Agreement is hereby amended by adding the following new paragraph at the end of
such Section 11.5:
For the purposes of Sections 11.4 and 11.5 (i) the Reference Period
Ending on (a) September 30, 1996 shall be comprised of the two (2)
consecutive fiscal quarters ending on such date, (b) December 31, 1996
shall be comprised of the three (3) consecutive fiscal quarters ending on
such date, and (c) March 31, 1997 and each fiscal quarter end thereafter
shall be comprised of the four (4) consecutive fiscal quarters ending on
each such date, and (ii) with respect to the fiscal quarter ended June 30,
1996, (a) EBITDA shall be calculated for such fiscal quarter based on
Adjusted EBITDA for the first two (2) months of such fiscal quarter and
Consolidated EBITDA for the remaining one month of such fiscal quarter,
and (b) Consolidated Total Interest Expense shall be calculated for such
fiscal quarter based on the assumption that Indebtedness of the Borrower
and its Subsidiaries outstanding during the months of April and May, 1996
and the rate of interest with respect thereto were the same as the
Indebtedness of the Borrower and its
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Subsidiaries outstanding during the month of June, 1996 and the rate of
interest with respect thereto.
SECTION 3. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment shall be subject to receipt by the Administrative Agent of this
Amendment executed by each of the Borrower, the Banks and the Co-Agents.
SECTION 4. AFFIRMATION AND ACKNOWLEDGMENT OF THE BORROWER. The Borrower
hereby ratifies and confirms all of its Obligations to the Banks and the
Co-Agents, including, without limitation the Loans, and the Borrower hereby
affirms its absolute and unconditional promise to pay to the Banks the Loans and
all other amounts due under the Credit Agreement as amended hereby.
SECTION 5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents
and warrants to the Co-Agents and the Banks as follows:
(a) Representation and Warranties in the Credit Agreement. The
representations and warranties of the Borrower contained in the Credit
Agreement were true and correct in all material respects as of the date
when made and continue to be true and correct in all material respects on
the date hereof, except to the extent of changes resulting from
transactions or events contemplated by the Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business
that singly or in the aggregate are not materially adverse to the
Borrower, or to the extent that such representations and warranties relate
expressly to an earlier date.
(b) Authority, Etc. The execution and delivery by the Borrower of
this Amendment and the performance by the Borrower of all of its
agreements and obligations under the Credit Agreement as amended hereby
are within the corporate authority of the Borrower and have been duly
authorized by all necessary corporate action on the part of the Borrower.
(c) Enforceability of Obligations. This Amendment and the Credit
Agreement as amended hereby constitute the legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in
accordance with their terms, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating
to or affecting generally the enforcement of, creditors' rights and except
to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.
(d) No Default. No Default or Event of Default has occurred
and is continuing, and no Default or Event of Default will exist after
execution and delivery of this Amendment.
SECTION 6. NO OTHER AMENDMENTS OR WAIVERS. Except as expressly provideD in
this Amendment, all of the terms and conditions of the Credit Agreement and the
other Loan Documents remain in full force and effect.
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SECTION 7. EXPENSES. Pursuant to Section 17 of the Credit Agreement, all
costs and expenses incurred or sustained by the Co-Agents in connection with
this Amendment, including the fees and disbursements of legal counsel for the
Co-Agents in producing, reproducing and negotiating the Amendment, will be for
the account of the Borrower whether or not the transactions contemplated by this
Amendment are consummated.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts, each of which shall be deemed an original, but which
together shall constitute one instrument.
SECTION 9. MISCELLANEOUS. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The
captions in this Amendment are for convenience of reference only and shall not
define or limit the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as a document under seal as of the date first above written.
CONNECTIVITY PRODUCTS
INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President, Finance
and Chief Financial Officer
NBD BANK, individually and as
Administrative Agent
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Vice President
THE FIRST NATIONAL BANK
OF BOSTON, individually
and as Documentation Agent
By: /s/ G. Xxxxxxxxxxx Xxxxxx
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G. Xxxxxxxxxxx Xxxxxx, Vice President
FLEET BANK, N.A.
By: /s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
Title: Senior Vice President
