THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT Third Amendment dated as of December 30, 2000 to Revolving Credit and Term Loan Agreement (the "Third Amendment"), by and among GENRAD, INC., a Massachusetts corporation (the "Company"),...
THIRD AMENDMENT
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
Third Amendment dated as of December 30, 2000 to Revolving Credit and Term
Loan Agreement (the "Third Amendment"), by and among GENRAD, INC., a
Massachusetts corporation (the "Company"), GENRAD EUROPE LIMITED, a private
company limited by shares organized under the laws of England and Wales, with
registered number 02873907 ("GenRad Europe"), GENRAD LIMITED, a private company
limited by shares organized under the laws of England and Wales, with registered
number 00790061 ("GenRad Limited"), GENRAD HOLDINGS LIMITED, a private company
limited by shares organized under the laws of England and Wales, with registered
number 01761564 ("Holdings"), GIGANTISSIMO 2209 AKTIEBOLAG, a corporation
organized under the laws of Sweden ("GenRad Sweden" and, collectively with the
Company, GenRad Europe, GenRad Limited and Holdings, the "Borrowers" and each
individually, a "Borrower"), FLEET NATIONAL BANK (formerly known as BANKBOSTON,
N.A.) and the other lending institutions listed on Schedule 1 to the Credit
Agreement (as hereinafter defined) (the "Banks") and FLEET NATIONAL BANK (London
Branch) as Overdraft Bank (as defined in the Credit Agreement referred to
below), amending certain provisions of the Revolving Credit and Term Loan
Agreement dated as of March 24, 2000 (as amended and in effect from time to
time, the "Credit Agreement") by and among the Borrowers, the Banks, the
Overdraft Bank and FLEET NATIONAL BANK in its capacity as agent for the Banks
(the "Agent"). Terms not otherwise defined herein which are defined in the
Credit Agreement shall have the same respective meanings herein as therein.
WHEREAS, the Borrowers and the Banks have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this Third
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ss.1. Amendment to ss.12 of the Credit Agreement. Section 12.4 of the
Credit Agreement is hereby amended by deleting the amount "$18,700,000" which
appears opposite the date "December 30, 2000" in the table set forth in ss.12.4
and substituting in place thereof the amount "$17,600,000" opposite such date.
ss.2. Conditions to Effectiveness. This Third Amendment shall not become
effective until the Agent receives the following:
(a) a counterpart of this Third Amendment, executed by the Borrowers, each
Guarantor and the Majority Banks; and
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(b) payment by the Borrowers of an amendment fee in the amount of 12.5
basis points on the Total Commitment plus the outstanding amount of the Term
Loans, which amendment fee shall be for the pro rata accounts of the Banks.
ss.3. Representations and Warranties. Each of the Borrowers hereby
repeats, on and as of the date hereof, each of the representations and
warranties made by it in ss.9 of the Credit Agreement, provided, that all
references therein to the Credit Agreement shall refer to such Credit Agreement
as amended hereby. In addition, each of the Borrowers hereby represents and
warrants that the execution and delivery by each Borrower of this Third
Amendment and the performance by each Borrower of all of their agreements and
obligations under the Credit Agreement as amended hereby are within the
corporate authority of each Borrower and have been duly authorized by all
necessary corporate or other similar action on the part of each Borrower.
ss.4. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Third Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
ss.5. No Waiver. Nothing contained herein shall constitute a waiver of,
impair or otherwise affect any Obligations, any other obligation of the
Borrowers or any rights of the Agent, the Overdraft Bank or the Banks consequent
thereon.
ss.6. Counterparts. This Third 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.
ss.7. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as a document under seal as of the date first above written.
GENRAD, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name:
Title:
GENRAD HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name:
Title: Director
GENRAD EUROPE LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name:
Title: Director
GENRAD LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name:
Title: Director
GIGANTISSIMO 2209 AKTIEBOLAG
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name:
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FLEET NATIONAL BANK
By: /s/ Xxxxx X. XxxXxxxxxx
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By: /s/ Xxxxx X. XxxXxxxxxx
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
NATIONAL CITY BANK OF KENTUCKY
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Title:
SUMMIT BANK
By:
-------------------------------------
Title:
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FLEET NATIONAL BANK
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X Xxxxxxxx
-------------------------------------
Title: VP
THE CHASE MANHATTAN BANK
By:
-------------------------------------
NATIONAL CITY BANK OF KENTUCKY
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Title:
SUMMIT BANK
By:
-------------------------------------
Title:
-4-
FLEET NATIONAL BANK
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Xxxxx X. Xxxxx, Senior Vice President
NATIONAL CITY BANK OF KENTUCKY
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Title:
SUMMIT BANK
By:
-------------------------------------
Title:
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FLEET NATIONAL BANK
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Title: VP
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Title:
SUMMIT BANK
By:
-------------------------------------
Title:
-4-
FLEET NATIONAL BANK
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
NATIONAL CITY BANK OF KENTUCKY
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By: X.X. Xxxxxxx
-------------------------------------
Title: X.X. XXXXXXX
Authorized Signatory
SUMMIT BANK
By:
-------------------------------------
Title:
-4-
FLEET NATIONAL BANK
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Xxxxx X. XxxXxxxxxx, Director
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
NATIONAL CITY BANK OF KENTUCKY
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
-------------------------------------
Title:
SUMMIT BANK
By: /s/ [ILLEGIBLE]
-------------------------------------
Title:
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CITIZENS BANK OF MASSACHUSETTS
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: SVP
FIRST MASSACHUSETTS BANK, N.A.
By:
-------------------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By:
-------------------------------------
Title:
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
-0-
XXXXXXXX XXXX XX XXXXXXXXXXXXX
By:
-------------------------------------
Title:
FIRST MASSACHUSETTS BANK, N.A.
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: SVP
BANK ONE, NA (Main Office Chicago)
By:
-------------------------------------
Title:
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
-0-
XXXXXXXX XXXX XX XXXXXXXXXXXXX
By:
-------------------------------------
Title:
FIRST MASSACHUSETTS BANK, N.A.
By:
-------------------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Title: Xxxxxx X. Xxxxxx
First Vice President
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
-0-
XXXXXXXX XXXX XX XXXXXXXXXXXXX
By:
-------------------------------------
Title:
FIRST MASSACHUSETTS BANK, N.A.
By:
-------------------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By:
-------------------------------------
Title:
LLOYDS TSB BANK PLC
By: /s/ [ILLEGIBLE]
-------------------------------------
Title: ASSISTANT DIRECTOR
ACQUISITION FINANCE
/s/ [ILLEGIBLE]
-------------------------------------
[ILLEGIBLE]
Assistant Director
[ILLEGIBLE]155
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
-0-
XXXXXXXX XXXX XX XXXXXXXXXXXXX
By:
-------------------------------------
Title:
FIRST MASSACHUSETTS BANK, N.A.
By:
-------------------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By:
-------------------------------------
Title:
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Title: Xxxx X. Xxxxxx
Vice President
By: /s/ X. Xxxxx
-------------------------------------
Title: Xxxxxxx X. Xxxxx
Vice President
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors hereby acknowledges and consents to the
foregoing Third Amendment as of December 30, 2000, and agrees that the
applicable Guarantee from such Guarantor dated as of March 24, 2000 in favor of
the Agent for the benefit of the Agent and the Banks and all other Loan
Documents to which each of the Guarantors are a party remain in full force and
effect, and each of the Guarantors confirms and ratifies all of its obligations
thereunder.
GENRAD MEXICO, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Title:
GENRAD HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Title:
GENRAD LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Title:
GENRAD EUROPE LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Title:
TAVSTOCK LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Title:
