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SECURITY DOCUMENTS AND SUBORDINATION
AGREEMENT AND THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
FIRST AMENDMENT OF CERTAIN SECURITY DOCUMENTS AND SUBORDINATION
AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT, dated as of February 24, 1997 (the "Amendment"), by and among
CONNECTIVITY TECHNOLOGIES, INC. (formerly known as Tigera Group, Inc.), a
Delaware corporation ("CTI"), CONNECTIVITY PRODUCTS INCORPORATED, a Delaware
corporation (the "Borrower") and NBD BANK, a Michigan banking corporation as
administrative agent (in such capacity, the "Agent") for the Banks (as
hereinafter defined), and the Banks.
WHEREAS, the Borrower, the Agent, The First National Bank of Boston as
Documentation Agent (together with the Agent, the "Co-Agents"), and NBD Bank,
The First National Bank of Boston and Fleet Bank, N.A. (together, the "Banks")
are parties to an Amended and Restated Revolving Credit and Term Loan Agreement,
dated as of May 31, 1996 (as further amended and in effect from time to time,
the "Credit Agreement") and;
WHEREAS, the Borrower, Tigera Group, Inc., certain other Subordinating
Creditors listed therein and the Agent are parties to a Subordination Agreement,
dated as of May 31, 1996 (the "Subordination Agreement"); and
WHEREAS, the Borrower, Tigera Group, Inc., the Seller Pledgors listed
therein and the Agent are parties to a Note Pledge Agreement, dated as of May
31, 1996 (the "Note Pledge Agreement"); and
WHEREAS, Tigera Group, Inc. and the Agent are parties to a Stock Pledge
Agreement, dated as of May 31, 1996 (the "Stock Pledge Agreement"); and
WHEREAS, Tigera Group, Inc. has executed and delivered to the Agent a
Guaranty, dated as of May 31, 1996 (the "Tigera Guaranty") in favor of the Agent
and the Banks; and
WHEREAS, Tigera Group, Inc. changed its name to Connectivity
Technologies, Inc. effective as of December 5, 1996; and
WHEREAS, it is a condition precedent to the continuing effectiveness of
the Credit Agreement that the Borrower, CTI, the Agent and the Banks enter into
this Amendment amending the terms of the Credit Agreement, the Subordination
Agreement, the Note Pledge Agreement, the Stock Pledge Agreement, and the Tigera
Guaranty, (collectively, as each document is in effect prior to the
effectiveness hereof, the "Existing Documents");
NOW, THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
1. AMENDMENTS. The parties hereto hereby acknowledge and agree that the
Existing Documents shall be amended as follows:
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(a) The Credit Agreement is amended by deleting the definition
of Obligations contained in Section 1.1 of the Credit
Agreement and restating it in its entirety as follows:
Obligations. All indebtedness, obligations and
liabilities of the Borrower and its Subsidiaries to any of the
Banks and the Co-Agents, individually or collectively,
existing on the date of this Credit Agreement or arising
thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or
otherwise, arising or incurred (i) under this Credit Agreement
or any of the other Loan Documents or in respect of any of the
Loans made or Reimbursement Obligations incurred or any of the
Notes, Letter of Credit Application, Letter of Credit, (ii) in
connection with any interest rate protection arrangements
entered into with any of the Banks, or (iii) under other
instruments at any time evidencing any thereof
(b) Each reference to "214 Xxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxxxxxx 00000" contained in any of the Existing
Documents shall be amended by deleting such reference and
substituting "680 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000" therefor;
(c) Each reference to "Tigera Group, Inc." contained in any of the
Existing Documents shall be amended by deleting such reference
and substituting "Connectivity Technologies, Inc." therefor;
and
(d) Each reference to "Tigera" contained in any of the Existing
Documents shall be amended by deleting such reference and
substituting "CTI" therefor.
2. CONTINUED VALIDITY OF EXISTING DOCUMENTS. Except as specifically
amended by this Amendment, the Existing Documents shall remain in full force and
effect, and each of the Borrower and CTI reaffirms the continued validity of the
Existing Documents as amended on the date hereof. Each of the Existing Documents
and this Amendment shall be read and construed as a single agreement. All
references in each of the Existing Documents or any related agreement or
instrument to the Existing Documents shall hereafter refer to each of the
Existing Documents as amended hereby.
3. REPRESENTATIONS AND WARRANTIES. Each of the Borrower (with respect
to those made by the Borrower) and CTI (with respect to those made by Tigera
Group, Inc.) represents and warrants that all the representations and warranties
as set forth in each of the Existing Documents are true and correct in all
material respects on and as of the date hereof. All such representations and
warranties are hereby ratified, affirmed and incorporated herein by reference,
with the same force and effect as though set forth herein in their entirety.
4. DEFINITIONS. Each capitalized term used herein without specific
definition shall have the same meaning herein as in the Credit Agreement.
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5. NO WAIVER. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the
Borrower, CTI, the other Subordinating Creditors (as defined in the
Subordination Agreement) or the Seller Pledgors (as defined in the Note Pledge
Agreement) or any right of the Co-Agents or any Banks consequent thereon.
6. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
8. EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective as
of the date hereof upon receipt by the Agent of counterparts of this Amendment
duly executed by each of the Borrower, CTI, the Agent and the Banks and a copy
of the Certificate of the Secretary of State of the State of Delaware evidencing
the name change of Tigera Group, Inc. to Connectivity Technologies, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as a document under seal as of the
date first set forth above.
CONNECTIVITY TECHNOLOGIES, INC.
(formerly known as Tigera Group, Inc.)
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Senior Vice President &
Chief Financial Officer
CONNECTIVITY PRODUCTS
INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Senior Vice President &
Chief Financial Officer
NBD BANK, individually and as
Administrative Agent
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Vice President
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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/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
