FIRST AMENDMENT TO CREDIT FACILITY AGREEMENT
Exhibit
10.8
FIRST
AMENDMENT TO CREDIT FACILITY AGREEMENT
This
FIRST AMENDMENT TO CREDIT FACILITY AGREEMENT (“Agreement”),
made
this ___ day of July, 2008 to be effective as of the 30th day of May, 2008,
is
by and between IEC ELECTRONICS CORP., a corporation formed under the laws of
the
State of Delaware (“Borrower”)
and
MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”),
a New
York banking corporation, with offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx
00000.
WHEREAS,
Borrower and Lender are parties to that certain Credit Facility Agreement,
dated
as of May 30, 2008 (the “Credit Agreement”); and
WHEREAS,
the Credit Agreement contains certain errors which Borrower and Lender desire
to
correct, effective as of the date of the Credit Agreement.
NOW,
THEREFORE, the parties hereby agree as follows:
1. Credit
Agreement Affirmed.
Except
as expressly amended hereby, the Credit Agreement is in all respects ratified
and confirmed, and all of the terms, provisions and conditions thereof shall
be
and remain in full force and effect, and this Amendment and all of its terms,
provisions and conditions shall be deemed to be a part of the Credit Agreement.
All capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Credit Agreement.
2. Correction
of Financial Covenants.
ARTICLE
XI of the Credit Agreement is hereby amended to read in its entirety as
follows:
ARTICLE
XI - FINANCIAL COVENANTS
So
long
as any Obligations shall be outstanding or this Agreement remains in effect,
unless Lender otherwise consents in writing, Borrower shall:
11.1 Debt
to EBITDARS.
Maintain a Debt to EBITDARS Ratio, on a consolidated basis, no greater than
4.0
to 1.00, reported at the end of the Fiscal Quarter ending June 30, 2008.
Thereafter, maintain at all times a Debt to EBITDARS Ratio, on a consolidated
basis, no greater than 3.75 to 1.00, reported at the end of each Fiscal Quarter
commencing with the Fiscal Quarter ending September 30, 2008.
11.2 Minimum
EBITDARS.
Maintain minimum quarterly EBITDARS, on a consolidated basis, equal to or
greater than $350,000, measured at the end of each Fiscal Quarter commencing
with the Fiscal Quarter ending on June 30, 2008.
11.3 Fixed
Charge Coverage Ratio.
Maintain at all times a Fixed Charge Coverage Ratio, on a consolidated basis,
equal to or greater than 1.10 to 1.00, reported at the end of each Fiscal
Quarter commencing with the Fiscal Quarter ending June 30, 2009.
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11.4 Quarterly
Covenant Compliance Sheet. Provide the Quarterly Covenant Compliance Sheet
to
Lender within thirty (30) days after the close of each of its Fiscal
Quarters.
3. Representations
and Warranties.
Borrower
confirms the accuracy of and remakes as of the date hereof all of its
representations, warranties and covenants contained in the Credit Agreement.
Borrower further represents and warrants to Lender that all necessary action
relating to authorization of the execution and delivery of this Amendment and
the performance of the Obligations of Borrower hereunder has been taken. This
Amendment constitutes the legal, valid and binding obligation of Borrower,
enforceable in accordance with its terms. Borrower does not have defenses,
offsets, claims, or counterclaims with respect to its obligations arising under
the Credit Agreement or this Amendment. The execution and delivery by Borrower
of this Amendment, and the performance by Borrower of this Amendment, will
not
violate any provision of law or Borrower’s organizational or other documents or
agreements. The execution, delivery and performance of this Amendment, and
the
consummation of the transactions contemplated hereby will not violate, be in
conflict with, result in a breach of, or constitute a default under any
agreement to which Borrower is a party or by which any of its properties is
bound, or any order, writ, injunction, or decree of any court or governmental
instrumentality, and will not result in the creation or imposition of any lien,
charge or encumbrance upon any of its properties.
4. No
Defaults.
Borrower
confirms that as of the date hereof, there exists no condition or event that
constitutes (or that would after expiration of applicable grace or cure periods
constitute) an Event of Default under the Credit Agreement, as amended by this
Amendment.
5. Governing
Law.
This
Amendment, together with all of the rights and obligations of the parties
hereto, shall be construed and interpreted in accordance with the laws of the
State of New York, excluding the laws applicable to conflicts or choice of
law.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties have executed this Amendment effective as of the
date first above written.
MANUFACTURERS
AND TRADERS TRUST COMPANY
|
J.
Xxxxxxxx Xxxxx,
|
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|
Vice
President
|
|
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By:
|
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|
W.
Xxxxx Xxxxxxx,
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