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EXHIBIT 10.41
FIRST AMENDMENT
FIRST AMENDMENT, dated as of December 18, 1996 (this "Amendment"), to
the Credit Agreement, dated as of February 29, 1996, (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among XXXX
ELECTRONICS GROUP, INC., a Delaware corporation (the "Borrower"), XXXX
ELECTRONICS CORP., a Delaware corporation and the parent of the Borrower
("Holdings"), the several banks and other institutions from time to time
parties to the Credit Agreement (the "Lenders") and THE CHASE MANHATTAN BANK, a
New York banking corporation (as successor by merger to Chemical Bank), as
agent to the lenders thereunder (in such capacity, the "Agent").
WITNESSETH:
WHEREAS, the Borrower and Holdings have requested the Lenders to amend
certain provisions of the Credit Agreement as set forth herein in connection
with the Borrower's planned acquisition of the captive connectors business of
Ericsson Telecom AB, a Swedish corporation, for total consideration not to
exceed the equivalent of US$18,000,000; and
WHEREAS, the Lenders are willing to amend the Credit Agreement on and
subject to the terms and conditions hereof;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto, the
parties agree as follows:
SECTION 1. Definitions. As used in this Amendment, terms defined in the
preamble hereof and the recitals hereto are used herein as so defined, terms
defined in the Credit Agreement are used herein as therein defined and the
following term shall have the following meaning:
"First Amendment Effective Date": as defined in Section 4 hereof.
SECTION 2. Amendment of Subsection 8.9 (Limitation on Investments,
Loans and Advances). Subsection 8.9 of the Credit Agreement is hereby amended
by adding to the end of subclause (i) thereof the following new proviso":
; provided further, that the Borrower need not comply with clause (ii)
of the first proviso above in connection with the acquisition of the captive
connectors business of Ericsson Telecom AB by Xxxx Electronics, AB a wholly
owned Swedish
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Foreign Subsidiary of the Borrower for total consideration not to exceed
the equivalent of US$18,000,000."
SECTION 3. Representations and Warranties. To induce the Agent and the
Lenders to enter into this Amendment and agree to the amendment herein, the
Credit Parties hereby represent and warrant to the Agent and each Lender that
after giving effect to the amendment contained herein, each Credit Party hereby
confirms, reaffirms and restates the representations and warranties set forth
in Section 5 of the Credit Agreement as if made on and as of the First
Amendment Effective Date, except as they may specifically relate to an earlier
date; provided that such representations and warranties shall and hereby are
amended so that all references to the Agreement therein shall be deemed a
reference to (i) the Credit Agreement, (ii) this Amendment and (iii) the Credit
Agreement as amended by this Amendment.
SECTION 4. Conditions Precedent. This Amendment shall become effective
as of the date that each of the conditions precedent set forth below shall have
been fulfilled to the satisfaction of the Required Lenders (the "First
Amendment Effective Date"), provided that the First Amendment Effective Date
may not occur later than January 31, 1997
(a) Amendment. The Agent shall have received this Amendment, executed
and delivered by a duly authorized officer of each of the Borrower, Holdings
and the Required Lenders.
(b) No Default or Event of Default. On and as of the First Amendment
Effective Date and after giving effect to this Amendment and the transactions
contemplated hereby, no Default or Event of Default shall have occurred and be
continuing.
(c) Representations and Warranties. The representations and warranties
made by the Borrower in the Credit Agreement and herein after giving effect to
this Amendment and the transactions contemplated hereby shall be true and
correct in all material respects on and as of the First Amendment Effective
Date as if made on such date, except where such representations and warranties
relate to an earlier date in which case such representations and warranties
shall be true and correct as of such earlier date.
(d) Certificate. The Agent shall have received a Certificate of a
Responsible Officer of the Borrower, dated the First Amendment Effective Date,
certifying the matters referred in paragraphs (b) and (c) above.
(e) Acknowledgment, Consent and Amendment. The agent shall have
received from each of Holdings, the Borrower, US Techco, Intermediate Holdings,
Connector Systems (U.S.) Inc., Harbor and Socket with respect to each Loan
Document to which it is a party a duly executed Acknowledgment, Consent, and
Amendment, substantially in the form of Exhibit A hereto.
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(f) Pledged Note. The Agent shall have received (i) a Subsidiary Note
made by Xxxx Electronics, AB as collateral under the Borrower Note Pledge
Agreement and (ii) a Supplement thereunder in form and substance reasonably
satisfactory to the agent thereto.
SECTION 5. Continuing Effect of Credit Agreement. This Amendment shall
not constitute an amendment or waiver of any provision of the Credit Agreement
not expressly referred to herein and shall not be construed as an amendment,
waiver or consent to any action on the part of any Credit Party that would
require an amendment, waiver or consent of the Agent or the Lenders except as
expressly stated herein. Except as expressly amended and waived hereby, the
provisions of the Credit Agreement are and shall remain in full force and
effect.
SECTION 6. Expenses. The Borrower agrees to pay or reimburse the Agent
for all of its reasonable out-of-pocket costs and expenses incurred in
connection with (a) the negotiation, preparation, execution and delivery of
this Amendment and any other documents prepared in connection herewith, and
consummation of the transactions contemplated hereby and thereby, including the
fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to the Agent, and (b)
the enforcement or preservation of any rights under this Amendment and any
other such documents.
SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in any number
of counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all counterparts taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
dully executed and delivered by their respective duly authorized officers as of
the day and year first above written.
XXXX ELECTRONICS GROUP, INC.
By: /s/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
XXXX ELECTRONICS CORP.
By: /s/ XXXXXX X. XXXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
as Agent and as a Lender, and as
Swing Line Lender and as Issuing
Lender
By: /s/ TRADBY X. XXXXX
---------------------------------------
Name: Tradby X. Xxxxx
Title: Credit Executive
ARAB BANKING CORPORATION (B.S.C.)
By:/s/ XXXXXXX X. XXXXXXX
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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BANK OF MONTREAL
By: /s/ XXXX X. XXXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Director
BANK OF TOKYO-MITSUBISHI
By: /s/ XXXXXX X. XXXXXXXXXXXX
---------------------------------------
Name: X. Xxxxxxxxxxxx
Title: Vice president and Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, New York Branch
By: /s/ XXXXX X. XXXXXX, XX.
---------------------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President
BANQUE PARIBAS
By: /s/ XXXXXX X. XXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
By: /s/ XXXXXXX X. XXXXX, XX.
---------------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: /s/ XXXXXX XXXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
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XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P.
as Investment Advisor
By: /s/ XXXXXX XXXXXXXX
---------------------------------------
Name: Xxxxxx Xxxxxxxx, CFA
Title: Authorized Signatory
THE BANK OF NEW YORK
By: /s/ XXXX X. XXXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
CREDIT LYONNAIS, CAYMAN ISLAND BRANCH
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signature
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GIROCREDIT
By: /s/ XXXX XXXXXX
---------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
XXX XXXXXX AMERICA CAPITAL PRIME RATE
INCOME TRUST
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and
Director
IMPERIAL BANK
By: /s/ XXX XXXX
---------------------------------------
Name: Xxx Xxxx
Title:
MITSUBISHI TRUST & BANKING CORP.
By: /s/ XXXXXXXX XXXXX XX XXXX
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Name: Xxxxxxxx Xxxxx xx Xxxx
Title: Senior Vice President
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NBD BANK
By:/s/ XXXX X. DEMELI
---------------------------------------
Name: Xxxx X. DeMeli
Title: Vice President
NATIONAL CITY BANK
By:/s/ XXXX XXXX XXXX
---------------------------------------
Name: Xxxx Xxxx Xxxx
Title: Account Officer
SUMITOMO BANK, LTD.
By:/s/ XXXXXXXX XXXXX
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Name: Xxxxxxxx Xxxxx
Title: Joint General Manager
ABN AMRO Bark N.V. Houston Agency
By: ABN AMRO North America, Inc., as
Agent
By:/s/ XXXXXX X. XXXX
---------------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President & Director
By:/s/ XXXX XXXXXX
---------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President & Director
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:/s/ G. XXXXX XXXXXX
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Name: G. Xxxxx Xxxxxx
Title: Assistant Vice President
By:/s/ XXXXX X. XXXXXXXXXX
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Name: Xxxxx X. Xxxxxxxxxx
Title: Assistant Treasurer
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CAPTIVA FINANCE LTD.
By: /s/ XXXXX XXXXX
---------------------------------------
Name: Xxxxx Xxxxx
Title: Director
COMERICA BANK BRS
By: /s/ XXXX X. XXXXXX III
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Name: Xxxx X. Xxxxxx III
Title: Vice President
CREDIT AGRICOLE
By: /s/ XXXXX XXXXX
---------------------------------------
Name: Xxxxx Xxxxx, F.V.P.
Title: Head of Corporate Banking -
Chicago
DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCH
By: /s/ XXXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
FUJI BANK LTD.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager