Exhibit 10(a)1
FIRST AMENDMENT TO CREDIT AGREEMENT DATED AS OF MARCH 1, 1998 (AS
AMENDED FROM TIME TO TIME, THE "AGREEMENT"), BY AND BETWEEN
XXXXXXXXXX ELECTRONICS, LTD., A DELAWARE CORPORATION (THE
"BORROWER"), AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF
CHICAGO, XXXXXX TRUST AND SAVINGS BANK AND MELLON BANK, AS
LENDERS (THE "LENDERS"), AND AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, AS AGENT (THE "AGENT")
This First Amendment to the Agreement ("First Amendment")
is entered as of February 4, 2000 by and among the Borrower, the
Lenders and the Agent.
All capitalized terms stated in this First Amendment and
not defined herein shall have the same meaning as set forth in
the Agreement.
WHEREAS, the Lenders have made Loans to the Borrower
pursuant to the Agreement; and
WHEREAS, the Borrower has asked the Lenders and the Lenders
have agreed to extend the last possible Facility Termination Date
from March 1, 2001 to June 1, 2001 and otherwise amend the terms
of the Agreement as set forth herein. Now, therefore, in
consideration of the fulfillment of each of the terms and
conditions set forth herein, the parties hereto agree as follows:
Section 1. Amendments to Agreement.
1. The definition of Facility Termination Date in the
Agreement is amended by deleting the date "March 1, 2001"
therefrom and substituting therefor the date "June 1, 2001".
Section 2. Representations and Warranties. The Borrower
represents and warrants that:
a. The representations and warranties contained in the
Agreement are true and correct in all material respects on and as
of the date hereof as if such representations and warranties had
been made on and as of the date hereof; and
b. The Borrower is in compliance with all the terms and
provisions set forth in the Agreement and no Event of Default or,
Default has occurred and is continuing.
Section 3. Conditions to Effectiveness. This First
Amendment is subject to the satisfaction in full of the following
conditions precedent:
a. The Agent shall have received executed originals of
this First Amendment; and
b. The Agent shall have received board resolutions from the
Borrower authorizing the execution of this First Amendment and
other documents executed in connection herewith; and
c. The Agent shall have received payment of the expenses
stated in Section 7 hereof; and
d. All legal matters incident to this First Amendment shall
be reasonably satisfactory to Xxxx, Xxxxxx & Xxxxxxxxx, counsel
for the Agent.
Section 4. Full Force and Effect. Except as expressly
provided herein, the Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date
hereof. As used in the Agreement, the terms "Agreement", "this
Agreement", "herein", "hereafter", "hereto", "hereof", and words
of similar import, shall, unless the context otherwise requires,
mean the Agreement as amended by this First Amendment.
Section 5. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.
Section 6. Counterparts. This First Amendment may be
executed in two or more counterparts, each of which shall
constitute an original, but all of which when taken together
shall constitute one instrument.
Section 7. Expenses. The Borrower agrees to pay all out-of-
pocket expenses incurred by the Agent in connection with the
preparation, execution and delivery of this First Amendment and
the other documents incident hereto, including, but not limited
to, the reasonable fees and disbursements of Xxxx, Gerber &
Xxxxxxxxx, counsel for the Agent.
Section 8. Headings. The headings of this First Amendment
are for the purposes of reference only and shall not affect the
construction of this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be duly executed by their duly authorized
officers, all as of the date and year first above written.
Borrower:
XXXXXXXXXX ELECTRONICS, LTD.,
a Delaware Corporation
By: /s/ Xxxxxxx X. Xxxxx
Its: Senior VP and CFO
Lenders:
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By: /s/ Xxxxxxx Xxxxxx
Its: Vice President
XXXXXX TRUST AND SAVINGS BANK
By: /s/ Xxxxxxx Xxxxxxxx
Its: Managing Director
MELLON BANK
By: Xxxxxx Xxxxxx
Its: Vice President
Agent:
AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By: Xxxxxxx Xxxxxx
Its: Vice President
