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FIRST AMENDMENT
TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
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First Amendment dated as of June 29, 2000 to Revolving Credit and Term
Loan Agreement (the "First 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 First
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 toss.1.1 of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended as follows:
(a) the definition of "Applicable Margin" is hereby amended by deleting
the table contained in such definition in its entirety and restating it as
follows:
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Sterling
Base Rate Base Rate Eurocurrency Letter of
Level Leverage Ratio Loans Loans Rate Loans Credit Fees Commitment Fees
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I Greater than or equal 1.25% 2.25% 2.25% 2.25% .750%
to 1.75:1.00
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II Less than 1.75:1.00
but greater than or
equal to 1.25:1.00 1.00% 2.00% 2.00% 2.00% .750%
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III Less than 1.25:1.00
but greater than or
equal to 0.75:1.00 0.75% 1.75% 1.75% 1.75% .750%
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IV Less than 0.75:1.00 0.50% 1.50% 1.50% 1.50% .625%
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(b) the definition of "Borrowing Base" is hereby amended by deleting
paragraph (b) of such definition in its entirety and restating it as follows:
(b) the lesser of (i) 40% of the Net Book Value of Eligible
Inventory and (ii) $15,000,000.
(c) the definition of EBITDA is hereby amended by deleting such definition
in its entirety and restating it as follows:
EBITDA. With respect to any fiscal period, an amount equal to the
sum of (a) Consolidated Net Income of the Company and its Subsidiaries for
such fiscal period, plus (b) in each case to the extent deducted in the
calculation of such Person's Consolidated Net Income and without
duplication, (i) depreciation and amortization for such period, plus (ii)
income tax expense for such period, plus (iii) Consolidated Total Interest
Expense paid or accrued during such period, plus (iv) other noncash
charges for such period, plus (v) solely for purposes of computing
compliance with the financial covenants contained in ss.12.1, 12.3 and
12.4 (and not for, among other things, purposes of computing the Leverage
Ratio for determining the Applicable Margin or ascertaining the ability of
the Company to consummate a Permitted Acquisition as set forth in
ss.11.5.1.(f)) the one-time cash charge taken during such period in
connection with severance packages provided to certain members of
management, provided the aggregate amount of all such cash charges does
not exceed $2,000,000, and minus, to the extent added in computing
Consolidated Net Income, and without duplication, all noncash gains
(including income tax benefits) for such period, all as determined in
accordance with generally accepted accounting principles.
ss.2. Amendment toss.11 of the Credit Agreement. Section 11 of the Credit
Agreement is hereby amended as follows:
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(a) Section 11.4(c) of the Credit Agreement is hereby amended by deleting
the words "the Company shall be permitted to make Distributions in respect of
stock repurchases in an aggregate amount not to exceed $15,000,000 in any fiscal
year" which appear in such ss.11.4(c) and substituting in place thereof the
words "the Company shall be permitted to make Distributions in respect of stock
repurchaes in an aggregate amount not to exceed $7,500,000 in any fiscal year,
provided, the Company shall not be permitted to make any such Distributions
until (i) after the last day of the fourth fiscal quarter of the 2000 fiscal
year and (ii) after the Company has demonstrated to the Agent and the Banks
compliance with all the financial covenants contained in ss.12 hereof for the
fourth fiscal quarter of the 2000 fiscal year"
(b) Section 11.5.1(f) of the Credit Agreement is hereby amended by (i)
inserting immediately after the words "so long as the Company's Leverage Ratio
on a pro forma basis immediately prior to and after giving effect to any
acquisition is at a level which is at least 0.25 times less than the required
financial covenant level in effect at the date of determination" the words "and
so long as such acquisition does not occur prior to the first day of the first
fiscal quarter of the Company's 2001 fiscal year"; and (ii) deleting the words
"shall not exceed (a) $10,000,000 in the aggregate for any acquisition or series
of related acquisitions and (b) $20,000,000 in the aggregate for all
acquisitions consummated in any period of twelve (12) consecutive months" and
substituting in place thereof the words "shall not exceed (a) $5,000,000 in the
aggregate for any acquisition or series of related acquisitions and (b)
$10,000,000 in the aggregate for all acquisitions consummated in any period of
twelve (12) consecutive months"
ss.3. Amendment toss.12 of the Credit Agreement. Section 12 of the Credit
Agreement is hereby amended as follows:
(a) Section 12.2 of the Credit Agreement is hereby amended by deleting the
table contained in ss.12.2 in its entirety and restating it as follows:
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Period Ratio
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Closing Date - December 30, 2000 0.75:1.00
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Any time thereafter 1.00:1.00
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(b) Section 12.3 of the Credit Agreement is hereby amended by (i)
inserting immediately after the words "will not permit the ratio of Consolidated
Operating Cash Flow to Consolidated Total Debt Service for any fiscal quarter
ending during any period described in the table set forth below" the words
"other than the fiscal quarter ending July 1, 2000"; and (ii) deleting the table
contained in ss.12.3 in its entirety and restating it as follows:
Fiscal Quarter Ending Ratio
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April 1, 2000 1.75:1.00
July 1, 2000 Not Tested
September 30, 2000 - December 30, 2000 1.75:1.00
Each fiscal quarter ending thereafter 2.00:1.00
-4-
(c) Section 12.4 of the Credit Agreement is hereby amended by deleting the
table contained in ss.12.4 in its entirety and restating it as follows:
Fiscal Quarter Ending Amount
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April 1, 2000 $17,000,000
July 1, 2000 $6,500,000
September 30, 2000 $10,500,000
December 30, 2000 $18,700,000
[March 31, 2001] $11,900,000
[June 30, 2001] $14,700,000
Each fiscal quarter ending thereafter $20,000,000
ss.4. Conditions to Effectiveness. This First Amendment shall not become
effective until the Agent receives the following:
(a) a counterpart of this First Amendment, executed by the Borrowers, each
Guarantor and the Majority Banks;
(b) evidence satisfactory to the Agent that all corporate or other similar
action has been taken by the Borrowers and the Guarantors to authorize the
transactions contemplated hereby; and
(c) payment by the Borrowers of an amendment fee in the amount of
$156,250, which amendment fee shall be for the pro rata accounts of the Banks.
ss.5. 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 First
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.6. 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 First 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.
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ss.7. 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.8. Counterparts. This First 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.9. Governing Law. THIS FIRST 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 First Amendment
as a document under seal as of the date first above written.
GENRAD, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: XXXXXX XXXXXXXX
Title: CFO
GENRAD HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: XXXXXX XXXXXXXX
Title: Director
GENRAD EUROPE LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: XXXXXX XXXXXXXX
Title: Director
GENRAD LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: XXXXXX XXXXXXXX
Title: Director
GIGANTISSIMO 2209 AKTIEBOLAG
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: XXXXXX XXXXXXXX
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FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By: /s/ Xxxxx X. XxxXxxxxxx
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Xxxxx X. XxxXxxxxxx, Vice President
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By: /s/ Xxxxx X. XxxXxxxxxx
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Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By:
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Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
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Title:
THE BANK OF NOVA SCOTIA
By:
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Title:
SUMMIT BANK
By:
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Title:
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FLEET NATIONAL BANK
By:
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Xxxxx X. XxxXxxxxxx, Vice President
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
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Title:
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxx [ILLEGIBLE]
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Title: Vice President
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Title:
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:
-------------------------------------
Title:
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Senior Vice President
NATIONAL CITY BANK OF KENTUCKY
By:
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Title:
THE BANK OF NOVA SCOTIA
By:
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Title:
SUMMIT BANK
By:
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Title:
CITIZENS BANK OF MASSACHUSETTS
By:
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Title:
-7-
FLEET NATIONAL BANK
By:
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Xxxxx X. XxxXxxxxxx, Vice President
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
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Title:
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Title:
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Xxxxx X. Xxxx
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Title: XXXXX X. XXXX
VICE PRESIDENT
THE BANK OF NOVA SCOTIA
By:
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Title:
SUMMIT BANK
By:
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Title:
-7-
FLEET NATIONAL BANK
By:
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Xxxxx X. XxxXxxxxxx, Vice President
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Title:
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
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Title:
THE BANK OF NOVA SCOTIA
By: /s/ X.X. Xxxxxxx
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Title: X.X. Xxxxxxx
Authorized Signatory
SUMMIT BANK
By:
-------------------------------------
Title:
-7-
FLEET NATIONAL BANK
By:
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Xxxxx X. XxxXxxxxxx, Vice President
FLEET NATIONAL BANK (London Branch), as
Overdraft Bank
By:
-------------------------------------
Title:
KEYBANK NATIONAL ASSOCIATION
By:
-------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
-------------------------------------
Title:
NATIONAL CITY BANK OF KENTUCKY
By:
-------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
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Title:
SUMMIT BANK
By: /s/ Xxxxxx Xx Xxxxx
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Title: Vice President
Xxxxxx Xx Xxxxx
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CITIZENS BANK OF MASSACHUSETTS
By:
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Title:
FIRST MASSACHUSETTS BANK, N.A.
By: /s/ [ILLEGIBLE]
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Title: SVP
BANK ONE, NA (Main Office Chicago)
By:
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Title:
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-----------------------------------
Title:
-8-
CITIZENS BANK OF MASSACHUSETTS
By:
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Title:
FAMILY BANK, FSB
By:
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Title:
BANK ONE, NA (Main Office Chicago)
By: /s/ Xxxxxx X. Xxxxxx
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Title: XXXXXX X. XXXXXX
Vice President
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-----------------------------------
Title:
-8-
CITIZENS BANK OF MASSACHUSETTS
By:
-------------------------------------
Title:
FAMILY BANK, FSB
By:
-------------------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By:
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Title:
LLOYDS TSB BANK PLC
By: /s/ Xxx Xxxxxxx
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Title: XXX XXXXXXX
Vice President
Acquisition Finance
D080
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
Assistant Vice President
Structured Finance
R185
ABN AMRO BANK N.V.
By:
-------------------------------------
Title:
By:
-----------------------------------
Title:
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CITIZENS BANK OF MASSACHUSETTS
By:
-------------------------------------
Title:
FAMILY BANK, FSB
By:
-------------------------------------
Title:
BANK ONE, NA (Main Office Chicago)
By:
-------------------------------------
Title:
LLOYDS TSB BANK PLC
By:
-------------------------------------
Title:
ABN AMRO BANK N.V.
By: /s/ X. Xxxxx
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Title: AVP.
By: [ILLEGIBLE]
-----------------------------------
Title: VP
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors hereby acknowledges and consents to the
foregoing First Amendment as of June 26, 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
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Title:
GENRAD HOLDINGS LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Title:
GENRAD LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Title:
GENRAD EUROPE LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Title:
TAVSTOCK LIMITED
By: /s/ Xxxxxx X. Xxxxxxxx
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Title:
