SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of March 31, 1998, is entered into by and among:
(1) XXXX MICROPRODUCTS INC., a California corporation ("Borrower");
(2) Each of the financial institutions listed in Schedule I to the
Credit Agreement referred to in Recital A below (collectively, the
"Banks"); and
(3) SUMITOMO BANK OF CALIFORNIA, a California banking corporation, as
agent for the Banks (in such capacity, "Agent").
RECITAL
A. Borrower, the Banks and Agents are parties to a Second Amendment and
Restated Credit Agreement dated as of May 23, 1995, as amended by that certain
First Amendment to Second Amendment and Restated Credit Agreement dated as of
June 25, 1996, as further amended by that certain Second Amendment to Second
Amended and Restated Creidt Agreement dated as of September 30, 1996, as further
amended by that certain Third Amendment to Second Amended and Restated Credit
Agreement dated as of June 17, 1997, as further amended by that certain Fourth
Amendment to Second Amended and Restated Credit Agreement dated as of September
1, 1997, and as further amended by that certain Fifth Amendment to Second
Amended and Restated Credit Agreement dated as of November 7, 1997 (as so
amended, the "Credit Agreement")
B. Borrower has requested the Banks and Agent to amend the Credit Agreement
in certain respects.
C. The Banks and Agents are willing to so amend the Credit Agreement in
certain respects.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, the Banks and Agent hereby agree as follows:
1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in
Section 1 of the Credit Agreement shall, to the extent not inconsistent with the
terms of this Amendment, apply to this Amendment and are hereby incorporated by
reference.
2. Amendment to Credit Agreement. Subject to the conditions set forth in
paragraph 4 below, the Credit Agreement is hereby amended by amending clause (v)
of Subparagraph 5.02(m) thereof to read in its entirety as follows:
(v) Its Interest Coverage Ratio (i) for the consecutive four-quarter
period ending on March 31, 1998 to be less than 1.50 to 1.00 and (ii) for
any other consecutive four-quarter period to be less than 2:00 to 1:00.
3. Representations and Warranties. Borrower hereby represents and warrants
to Agent and the Banks that, on the date of this Amendment and after giving
effect to the amendment set forth in paragraph 2 above on the Sixth Amendment
Effective Date (as defined below), the following are and shall be true and
correct on each such date:
(a) The representations and warranties set forth in Paragraph 4.01 of
the Credit Agreement are true and correct in all material respects;
(b) No Event of Default or Default has occurred and is continuing; and
(c) Each of the Credit Documents is in full force and effect.
4. Sixth Amendment Effective Date. The amendment effected by paragraph 2
above shall become effective on March 31, 1998 (the "Sixth Amendment Effective
Date"), subject to receipt by the Banks and Agent on or prior to the Sixth
Amendment Effective Date of the following, each in form and substance
satisfactory to the Banks, Agent and their respective counsel:
(a) This Amendment duly executed by Borrower, each Bank and Agent;
(b) Such other evidence as Agent or any Bank may reasonably request to
establish the accuracy and completeness of the representations and
warranties and the compliance with the terms and conditions contained in
this Amendment.
5. Effect of this Amendment. On and after the Sixth Amendment Effective
Date, each reference in the Credit Agreement and other Credit Documents to the
Credit Agreement shall mean the Credit Agreement as amended hereby. Except as
specifically amended above, (a) the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of the Banks or Agent, nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Document.
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6. Miscellaneous
(a) Counterparts. This Amendment may be executed in any number of
identical counterparts, any set of which signed by all parties hereto shall
be deemed to constitute a complete, executed original for all purposes.
(b) Headings. Headings in this Amendment are for convenience of
reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of California without reference to
conflicts of law rules.
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IN WITNESS WHEREOF, Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: XXXX MICROPRODUCTS INC.
By: /S/ XXXXX X. XXXXX
----------------------------------------
Name: XXXXX X. XXXXX
Title: SR. VP OF FINANCE & OPERATIONS
AND CFO
AGENT: SUMITOMO BANK OF CALIFORNIA,
As Agent
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
ISSUING BANK: SUMITOMO BANK OF CALIFORNIA,
As Issuing Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
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IN WITNESS WHEREOF, Borrower, the Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.
BORROWER: XXXX MICROPRODUCTS INC.
By:
----------------------------------------
Name:
Title:
AGENT: SUMITOMO BANK OF CALIFORNIA,
As Agent
By: /S/ S.C. BELLICINI
----------------------------------------
Name: S.C. BELLICINI
Title: V.P./DEPUTY MANAGER
By: /S/ X. XXXXX XXXXXX
----------------------------------------
Name: X. XXXXX WARDEN
Title: SENIOR VICE PRESIDENT & MANAGER
ISSUING BANK: SUMITOMO BANK OF CALIFORNIA,
As Issuing Bank
By: /S/ S.C. BELLICINI
----------------------------------------
Name: S.C. BELLICINI
Title: V.P./DEPUTY MANAGER
By: /S/ X. XXXXX XXXXXX
----------------------------------------
Name: X. XXXXX WARDEN
Title: SENIOR VICE PRESIDENT & MANAGER
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BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By: /S/ S.C. BELLICINI
----------------------------------------
Name: S.C. BELLICINI
Title: V.P./DEPUTY MANAGER
By: /S/ X. XXXXX XXXXXX
----------------------------------------
Name: X. XXXXX WARDEN
Title: SENIOR VICE PRESIDENT & MANAGER
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By:
----------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
5
BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By: /S/ XXXXX XXXXX
----------------------------------------
Name: XXXXX XXXXX
Title: VP & REGION MANAGER
By: /S/ XXXXX X. XXXXX
----------------------------------------
Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By:
----------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
5
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BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By: /S/ Xxxxx X. XxxXxxxxxx
----------------------------------------
Name: Xxxxx X. XxxXxxxxxx
Title: Vice President
COMERICA BANK-CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
5
BANKS: SUMITOMO BANK OF CALIFORNIA,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.,
As a Bank
By:
----------------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
BANKBOSTON, N.A.,
(formerly known as The First National Bank of
Boston), As a Bank
By:
----------------------------------------
Name:
Title:
COMERICA BANK-CALIFORNIA,
As a Bank
By: /S/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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THE SUMITOMO BANK, LIMITED,
As a Bank
By: /S/ X.X. Xxxxxxxx
------------------------------------------
Name: X.X. Xxxxxxxx
Title: Vice President
N.Y. Office
By: /S/ XXXXX X. XXXXX
------------------------------------------
Name: XXXXX X. XXXXX
Title: SENIOR VICE PRESIDENT &
REGIONAL MANAGER (EAST)
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