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ARROW AUTOMOTIVE INDUSTRIES, INC.
FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS FIRST AMENDMENT, dated as of March 24, 1995,
by and between Arrow Automotive Industries, Inc. (the "Borrower")
and The First National Bank of Boston (the "Bank") as parties to a
certain Revolving Credit and Term Loan Agreement, dated as of
December 29, 1993 (the "Credit Agreement"). Capitalized terms not
otherwise defined herein shall have the same meanings ascribed
thereto in the Credit Agreement.
WHEREAS, the Borrower has requested the Bank to make
certain amendments to the Credit Agreement; and
WHEREAS, the Bank is willing to make such
amendments to the Credit Agreement subject to the terms
and conditions set forth herein.
NOW THEREFORE, the Borrower and the Bank hereby
covenant and agree as follows:
1. Amendment to Credit Agreement. The Credit
Agreement is hereby amended by:
(a) deleting the definition of "Total Debt Service"
contained in paragraph 1.1 of the Credit Agreement and restating
it in its entirety as follows:
Total Debt Service. For any period, the sum of
Total Interest Expense plus twenty-five percent
(25%) of Current Financial Obligations.
(b) deleting paragraph 11.2 and restating it in its entirety as
follows:
Paragraph 11.2 Debt Service. The Borrower will not
permit, as at the end of each fiscal quarter,
the ratio of (a) the sum of (i) Net Income,
plus (ii) Total Interest Expense, plus (iii)
depreciation, plus (iv) amortization to (b)
Total Debt Service to be less that 1.20:1.00
commencing with the fiscal quarter ended June
24, 1995.
2.Conditions to Effectiveness. This First Amendment
shall be effective as of March 24, 1995, upon satisfaction of the
following conditions:
(a) This First Amendment shall have been duly and
properly executed and delivered to the Bank by the Borrower; and
(b) All corporate action necessary for the valid
execution, delivery and performance by the Borrower of this First
Amendment and the Credit Agreement as amended hereby shall have
been duly and effectively taken, and evidence thereof satisfactory
to the Bank shall have been provided to the Bank.
3.Representations and Warranties. The Borrower, hereby
represents and warrants to the Bank as follows:
(a) Representations and Warranties in Credit Agreement.
The representations and warranties of the Borrower contained in the
Credit Agreement (i) were true and correct in all material respects
when made, and (ii) except to the extent such representations and
warranties by their terms are made solely as of a prior date,
continue to be true and correct in all material respects on the
date hereof.
(b) Ratification, Etc. Except as expressly provided by
this First Amendment, 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.
(c) Authority, Etc. The execution and delivery by the
Borrower of this First Amendment and the performance by the
Borrower of all of its agreements and obligations under the Credit
Agreement as amended hereby are within the corporate authority of
the Borrower and have been duly authorized by all necessary
corporate action on the part of the Borrower.
(d) Enforceability of Obligations. This First Amendment
and the Credit Agreement as amended hereby constitute the legal,
valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their terms.
(e) No Default. No Default or Event of Default has
occurred and is continuing, and no Default or Event of Default will
exist after execution and delivery of this First Amendment.
4.No Other Amendments or Waivers. Except as expressly
provided in this First Amendment, all of the terms and conditions
of the Credit Agreement and the other Loan Documents remain in full
force and effect.
5.Expenses. Pursuant to paragraph 16 of the Credit Agreement,
all costs and expenses incurred or sustained by the Bank in
connection with this First Amendment, including the fees and
disbursements of legal counsel for the Bank in producing,
reproducing and negotiating the First Amendment, will be for the
account of the Borrower whether or not the transactions
contemplated by this First Amendment are consummated.
6.Execution in Counterparts. This First Amendment may
be executed in any number of counterparts, each of which shall be
deemed an original, but which together shall constitute one
instrument.
7.Miscellaneous. THIS FIRST AMENDMENT SHALL BE DEEMED TO
BE A CONTRACT UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). The
captions in this First Amendment are for convenience of reference
only and shall not define or limit the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
First Amendment under seal as of the date first set forth above.
ARROW AUTOMOTIVE INDUSTRIES, INC.
By: /s/ James F. Fagan
Name:James F. Fagan
Title:Executive Vice President, Treasurer
and Chief Financial Officer
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Matthew A. Ross
Matthew A. Ross, Vice President