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EXHIBIT 4(e)
TELEX ASSUMPTION AGREEMENT
ASSUMPTION AGREEMENT, dated as of May 6, 1997 (this
"Agreement"), between TELEX COMMUNICATIONS GROUP, INC., a Delaware corporation
("Holdings"), and TELEX COMMUNICATIONS, INC., a Delaware corporation ("Telex"),
and consented to by THE CHASE MANHATTAN BANK, a New York banking corporation, as
administrative agent (in such capacity, the "Administrative Agent") for the
banks and other financial institutions (the "Lenders") from time to time parties
to the Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, GST Acquisition Corp., a Delaware corporation
("Acquisition Co."), the Lenders and the Administrative Agent are parties to the
Credit Agreement, dated as of May 6, 1997 (as amended, supplemented, waived or
otherwise modified from time to time, the "Credit Agreement"); and
WHEREAS, in connection with the recapitalization of Holdings,
Acquisition Co. will be merged (the "Merger") with and into Holdings with
Holdings continuing as the surviving corporation; and
WHEREAS, immediately upon consummation of the Merger,
Holdings, as successor in interest to Acquisition Co., wishes to assign,
transfer and convey to Telex all of Holdings' rights as "Borrower" under, and
Telex, in consideration of a capital contribution being made on the date hereof
by Holdings to Telex and the access to the revolving credit facility under the
Credit Agreement that will inure to Telex as a result of such assignment, wishes
to assume from Holdings all of Holdings' obligations and liabilities as
"Borrower" under, the Credit Agreement, any Notes, any Letters of Credit and the
other Loan Documents (as each of such terms is defined in the Credit Agreement);
and
WHEREAS, pursuant to subsection 10.11 of the Credit Agreement,
the Administrative Agent is authorized to consent to this Agreement on behalf of
the Lenders;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.
2. Assignment of Rights and Obligations. Effective as of
immediately after the Effective Time (as defined in the Recapitalization
Agreement), Holdings hereby irrevocably assigns, transfers and conveys to Telex
all of Holdings', as successor in interest to Acquisition Co., rights,
obligations, covenants, agreements, duties and liabilities as "Borrower" under
or with
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respect to the Credit Agreement, any Notes, any Letters of Credit, any of the
other Loan Documents and any and all certificates and other documents executed
by Holdings or Acquisition Co. in connection therewith; provided, however, that
Holdings understands and agrees that such assignment, transfer and conveyance
shall not be effective with respect to, or in any way release Holdings from any
of its obligations, covenants, agreements, duties and liabilities under or with
respect to this Agreement or the Guarantee and Collateral Agreement.
3. Assumption of Agreements and Obligations. Effective as of
immediately after the Effective Time, Telex, in consideration of a capital
contribution being made on the date hereof by Holdings to Telex and the access
to the revolving credit facility under the Credit Agreement that will inure to
Telex as a result of such assignment, hereby expressly assumes, confirms and
agrees to perform and observe all of the indebtedness, obligations (including,
without limitation, all obligations in respect of the Loans and the Letters of
Credit), covenants, agreements, terms, conditions, duties and liabilities of
Holdings, as successor in interest to Acquisition Co., as "Borrower" under and
with respect to the Credit Agreement, any Notes, any Letters of Credit, any of
the other Loan Documents and any and all certificates and other documents
executed by Holdings or Acquisition Co. in connection therewith as fully as if
Telex were originally the obligor in respect thereof and the signatory thereto;
provided, however, that Holdings understands and agrees that such assumption
shall not be effective with respect to, or in any way obligate Telex to perform
and observe any obligations, covenants, agreements, terms, conditions, duties or
liabilities of Holdings under or with respect to this Agreement or the Guarantee
and Collateral Agreement. At all times after the effectiveness of such
assumption, with respect to all Extensions of Credit made to or for the account
of Acquisition Co. or Holdings prior to the effectiveness of such assumption,
Telex shall have the obligations of, and Holdings shall no longer be or have the
obligations of, the "Borrower" within the meaning of and for all purposes of the
Credit Agreement. In addition, at all times after the effectiveness of such
assumption, all references to the "Borrower" in the Credit Agreement, any Notes,
any Letter of Credit, any of the other Loan Documents and any and all
certificates and other documents executed by Acquisition Co. or Holdings in
connection therewith shall be deemed to be references to Telex.
4. Amendment to the Credit Agreement. The Credit Agreement is
hereby deemed to be amended to the extent, but only to the extent, necessary to
effect the assignment and assumption provided for hereby. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect.
5. Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by telecopy), and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. A set of
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the copies of this Agreement signed by all the parties shall be delivered to
Holdings, Telex and the Administrative Agent.
6. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
7. Integration. This Agreement and the other Loan Documents
represent the entire agreement of each of the Loan Parties party hereto, the
Administrative Agent and the Lenders with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by any of
the Loan Parties party hereto, the Administrative Agent or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.
8. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
9. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
10. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of Holdings and Telex and their respective
successors and assigns, and the Administrative Agent and the Lenders and their
respective successors, indorsees, transferees and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
TELEX COMMUNICATIONS GROUP, INC.
By: _________________________
Name:
Title:
TELEX COMMUNICATIONS, INC.
By: _________________________
Name:
Title:
Consented to:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: _______________________________
Name:
Title:
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