SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT
This Second Amendment to Amended and Restated Credit and Security Agreement
("Amendment"), dated September 5, 1996, by and between GROUP TECHNOLGIES
CORPORATION, a Florida corporation (the "Borrower"), and FIRST UNION COMMERCIAL
CORPORATION, a North Carolina corporation (the "Lender"), amends the Amended and
Restated Credit and Security Agreement, dated March 29, 1996, by and between the
Borrower and the Lender, as amended on May 13, 1996, (as so amended, and as
amended, modified, extended, restated, enlarged or supplemented from time to
time, the "Agreement").
RECITAL
The Borrower has requested that the Lender amend the Agreement, and the
Lender is willing to make such amendment, all upon the terms and subject to the
conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1 CAPITALIZED TERMS. Capitalized terms used in this Amendment and not
otherwise defined herein, shall have the meanings ascribed to them in the
Agreement.
2. NEGATIVE COVENANTS. Effective as of March 29, 1996, Section 8.7 of
the Agreement is deleted in its entirety and replaced with the following:
RESTRICTED INVESTMENTS. Make any loans, advances or extensions of
credit (including, without limitation, the accrual of interest, late fees,
penalties or other charges upon any sums owed to it) to, or any investment in
cash or by delivery of property in, any Person, whether by acquisition of stock,
indebtedness or other obligation or security, or by loan, advance, asset
transfer or capital contribution, or otherwise, except for (i) travel or other
reasonable expense advances to employees in the ordinary course of business,
(ii) loans, advances and other sums receivable due from GT Brazil (excluding
accrual for intercompany fees) not to exceed, after including the aggregate
amount of obligations under agreements entered into during such period for its
leasing of equipment to GT Brazil, in fiscal year 1996, the aggregate sum of Two
Million Three Hundred Thousand and No/100 Dollars ($2,300,000) or, in fiscal
year 1997, the aggregate sum of Seven Hundred Fifty Thousand and No/100 Dollars
($750,000), (iii) loans, advances, and other sums receivable due from GT Mexico
outstanding at any time or from time to time in an amount not to exceed, after
including the aggregate amount of obligations under agreements entered into
during such period for its leasing of equipment to GT Mexico, Six Million
Dollars ($6,000,000) less the amount of all outstanding GT Mexico Loans, and
(iv) Permitted Acquisitions.
3. REAFFIRMATION AND MODIFICATION OF GUARANTIES AND PLEDGES.
The form, terms and conditions of each of the following documents are
hereby ratified and reaffirmed in all respects:
(i) Security and Pledge (Guarantor), dated August 10, 1994,
executed by the Borrower in favor of the Lender;
(ii) Security and Pledge (Pledgor), dated August 10, 1994,
executed by GT Mexico Holding Company in favor of the Lender;
(iii) Guaranty and Security Agreement (the "Metrum Guaranty"),
dated November 22, 1994, executed by Metrum in favor of the Lender;
(iv) Guaranty and Security Agreement (the "GT Mexico Holding
Company Guaranty:"), dated November 22, 1994, executed by GT Mexico Holding
Company in favor of the Lender;
(v) Guaranty (the "GT Mexico Guaranty"), dated November 22,
1994, executed by GT Mexico in favor of the Lender;
(vi) Pledge Agreement, dated November 22, 1994, executed by the
Borrower in favor of the Lender, regarding the pledge of Metrum
stock; and
(vii) Pledge Agreement, dated November 22, 1994, executed by the
Borrower in favor of the Lender, regarding the pledge of GT Mexico Holding
Company stock; and
(viii) Guaranty (the "GT Brazil Guaranty"), dated March 29, 1996,
executed by GT Brazil in favor of the Lender.
Each of the Borrower, Metrum, GT Mexico Holding Company, GT Mexico, and GT
Brazil acknowledges and agrees that it is and shall remain liable for the
payment of all obligations to the full extent provided in the Metrum Guaranty,
the GT Mexico Holding Company Guaranty, the GT Mexico Guaranty and the GT Brazil
Guaranty, respectively, all as amended by this section 3.
4. NO OTHER MODIFICATIONS. Except as expressly amended or modified by
the terms hereof, the Agreement shall remain in full force and effect. This
Agreement shall not affect, modify or diminish the obligations of Borrower which
have accrued prior to the effectiveness of the provisions hereof.
5. REPRESENTATIONS AND WARRANTIES TRUE AND CORRECT. The Borrower hereby
certifies that the representations and warranties contained in the Agreement
continue to be true and correct and that no Default or Event of Default has
occurred.
6. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
FLORIDA.
7. JURY TRIAL WAIVER. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATED TO THIS
AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
Amended and Restated Credit Agreement to be duly executed, sealed and delivered
the day and year first above written.
BORROWER:
GROUP TECHNOLOGIES CORPORATION,
a Florida corporation
/s/ David D. Johnson
Vice President
LENDER:
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
/s/ Roanne Disalvatore
Vice President
Each of the Guarantors whose name is set forth below acknowledges that it
has reviewed, confirmed and consented to the terms of this Amendment and each of
the documents and transactions contemplated hereby, including, but not limited
to, the terms of Section 3 of this Amendment.
GROUP TECHNOLOGIES S.A. de C.V.
/s/ Richard L. Davis
Vice President
GROUP TECHNOLOGIES MEXICAN HOLDING COMPANY
/s/ David D. Johnson
Vice President
METRUM, INC.
/s/ David D. Johnson
Secretary and Treasurer
GROUP TECHNOLOGIES SUPRIMENTOS DE
INFORMATICA INDUSTRIA E COMERCIO LTDA.
/s/ Richard L. Davis
Vice President