EXHIBIT 10.25
AMENDMENT NO. 5
Dated as of June 15, 2000
to
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 19, 1998
THIS AMENDMENT NO. 5 ("Amendment") is made as of June 15, 2000
by and among IFR SYSTEMS, INC. (the "Borrower"), the financial institutions
parties hereto as Lenders, and BANK ONE, NA, formerly known as THE FIRST
NATIONAL BANK OF CHICAGO, in its capacity as contractual representative (the
"Agent") under that certain Amended and Restated Credit Agreement dated as of
March 19, 1998 by and among the Borrower, the Lenders and the Agent, as amended
by an Amendment No. 1 and Waiver dated as of November 3, 1998, an Amendment No.
2 dated as of March 31, 1999, an Amendment No. 3 dated as of June 25, 1999 and
an Amendment No. 4 dated as of October 15, 1999 (as amended and as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"). Defined terms used herein and not otherwise defined herein
shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower, the Lenders and the Agent are parties to
the Credit Agreement; and
WHEREAS, the Borrower has informed the Agent and the Lenders
that certain Defaults have occurred as result of the Borrower's noncompliance
with (i) the Minimum Fixed Charge Coverage Ratio financial covenant set forth in
SECTION 7.4(A) of the Existing Credit Agreement, and (ii) the Maximum Leverage
Ratio financial covenant set forth in SECTION 7.4(B) of the Existing Credit
Agreement, in each case for the fiscal period ending on December 31, 1999
(collectively, the "Specified Defaults"); and
WHEREAS, the Borrower has requested that the Agent and the
Required Lenders (i) waive the Specified Defaults, and (ii) amend the Credit
Agreement in certain respects, and the Required Lenders and the Agent are
willing to waive the Specified Defaults and amend the Credit Agreement on the
terms and conditions set forth herein, it being expressly understood that the
modifications set forth herein shall in no event constitute a waiver by the
Lenders or the Agent of any breach of the Credit Agreement (other than the
Specified Defaults) or any of the Lenders' or Agent's rights or remedies with
respect thereto;
NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Lenders and the Agent have agreed to the following modifications
to the Credit Agreement:
1. WAIVER OF SPECIFIED DEFAULTS. Effective as of the Effective
Date and subject to the satisfaction of the conditions precedent set forth in
SECTION 3 hereof, the Agent and
the Required Lenders hereby agree to waive the Specified Defaults, and the
Lender's and the Agent's rights and remedies arising therefrom.
2. AMENDMENT TO CREDIT AGREEMENT. Effective as of the Effective
Date (as defined below) and subject to the satisfaction of the conditions
precedent set forth in SECTION 3 below, the Credit Agreement is hereby amended
as follows:
2.1. SECTION 1.1 of the Credit Agreement is amended to delete the
phrase "Twenty-Five Million and 00/100 Dollars ($25,000,000)"
now appearing in the definition of "AGGREGATE REVOLVING LOAN
COMMITMENT", and to substitute the following therefor:
"Twenty-Three Million and 00/100 Dollars ($23,000,000)".
2.2. SECTION 1.1 of the Credit Agreement is amended to delete the
phrase "Corporate Base Rate" now appearing in the definition of
"ALTERNATE BASE RATE", and to substitute the following therefor:
"Prime Rate".
2.3. SECTION 1.1 of the Credit Agreement is amended to delete the
phrase "SECTION 2.15(D)(ii)" now appearing in the definition of
"APPLICABLE COMMITMENT FEE PERCENTAGE", "APPLICABLE EUROCURRENCY
RATE MARGINS" and "APPLICABLE FLOATING RATE MARGINS", and to
substitute the following therefor: "SECTION 2.15(D)".
2.4. SECTION 1.1 of the Credit Agreement is amended to delete the
definition of "CORPORATE BASE RATE" now appearing therein.
2.5. SECTION 1.1 of the Credit Agreement is amended to insert the
following immediately prior to the period (".") now appearing at
the end of the definition of "EBITDA":
", PLUS (xii) any non-recurring restructuring charges incurred during
the period commencing on October 1, 1999 through March 31, 2000 up to
$1,600,000 in the aggregate to the extent deducted in computing Net
Income, PLUS (xiii) all fees and costs paid to KPMG LLC,
PriceWaterhouseCoopers and the Borrower's attorneys related to their
review of the Borrower's and its Subsidiaries' financial operations and
conditions and the preparation of Amendment No. 5 to this Agreement, to
the extent such costs are not capitalized and to the extent deducted in
computing Net Income, PLUS (xiv) any net gain on the sale of the
Borrower's machine shop located in Wichita, Kansas to the extent
deducted in computing Net Income, PLUS (xv) up to $1,000,000 in cost
reductions accrued during fiscal year ended March 31, 2001 to the
extent deducted in computing Net Income".
2.6. SECTION 1.1 of the Credit Agreement is hereby amended to delete
the definition of "Floating Rate" in its entirety, and to
substitute the following therefor:
"FLOATING RATE" means, for any day for any Loan, a rate per
annum equal to the Alternate Base Rate for such day, changing and as
the Alternate Base Rate changes, PLUS the then Applicable Floating Rate
Margin.
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2.7. SECTION 1.1 of the Credit Agreement is hereby amended to delete
the phrase "Aggregate Revolving Loan Commitment" now appearing
in the definition of "REVOLVING CREDIT AVAILABILITY" and to
substitute the following therefor: "Maximum Revolving Credit
Amount".
2.8. SECTION 1.1 of the Credit Agreement is hereby amended to delete
the phrase "February 5, 2004" now appearing in the definition of
"REVOLVING LOAN TERMINATION DATE", and to substitute the
following therefor: "June 30, 2002; PROVIDED, that such date
shall be automatically extended to June 30, 2003 if (i) no
Default or Unmatured Default shall have occurred and is
continuing as of June 30, 2002, (ii) the Borrower shall have
permanently reduced the aggregate outstanding amount of the Term
Loans and Revolving Credit Obligations (and shall have
permanently reduced the Aggregate Revolving Loan Commitment on a
dollar-for-dollar basis) to an amount less than or equal to
$50,000,000 on or before June 30, 2002, and (iii) not less than
30 days prior to June 30, 2002, the Borrower, the Agent and the
Lenders shall have entered into an amendment reflecting
amendments and other modifications to the financial covenants
set forth in SECTION 7.4 after giving effect to such reductions
on terms satisfactory to the Agent and the Required Lenders".
2.9. SECTION 1.1 of the Credit Agreement is hereby amended to delete
the phrase "February 5, 2004" now appearing in the definition of
"TRANCHE A TERM LOAN TERMINATION DATE", and to substitute the
following therefor: "June 30, 2002; PROVIDED, that such date
shall be automatically extended to June 30, 2003 if (i) no
Default or Unmatured Default shall have occurred and is
continuing as of June 30, 2002, (ii) the Borrower shall have
permanently reduced the aggregate outstanding amount of the Term
Loans and Revolving Credit Obligations (and shall have
permanently reduced the Aggregate Revolving Loan Commitment on a
dollar-for-dollar basis) to an amount less than or equal to
$50,000,000 on or before June 30, 2002, and (iii) not less than
30 days prior to June 30, 2002, the Borrower, the Agent and the
Lenders shall have entered into an amendment reflecting
amendments and other modifications to the financial covenants
set forth in SECTION 7.4 after giving effect to such reductions
on terms satisfactory to the Agent and the Required Lenders".
2.10. SECTION 1.1 of the Credit Agreement is hereby amended to delete
the phrase "February 5, 2005" now appearing in the definition of
"TRANCHE B TERM LOAN TERMINATION DATE", and to substitute the
following therefor: "June 30, 2002; PROVIDED, that such date
shall be automatically extended to June 30, 2003 if (i) no
Default or Unmatured Default shall have occurred and is
continuing as of June 30, 2002, (ii) the Borrower shall have
permanently reduced the aggregate outstanding amount of the Term
Loans and Revolving Credit Obligations (and shall have
permanently reduced the Aggregate Revolving Loan Commitment on a
dollar-for-dollar basis) to an amount less than or equal to
$50,000,000 on or before June 30, 2002, and (iii) not less than
30 days prior to June 30, 2002, the Borrower, the Agent and the
Lenders shall have entered into an amendment reflecting
amendments and other modifications to the financial covenants
set forth in
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SECTION 7.4 after giving effect to such reductions on terms
satisfactory to the Agent and the Required Lenders".
2.11. SECTION 1.1 of the Credit Agreement is amended to insert the
following new definitions alphabetically therein:
"ACCOUNT DEBTOR" means the account debtor or obligor with
respect to any of the Receivables and/or the prospective purchaser with
respect to any contract right, and/or any party who enters into or
proposes to enter into any contract or other arrangement with the
Borrower or any of its Subsidiaries.
"BORROWING BASE" means, as of any date of calculation, an
amount, as set forth on the most current Borrowing Base Certificate
delivered to the Agent, equal to (i) seventy percent (70%) of Eligible
Receivables PLUS (ii) forty percent (40%) of Eligible Inventory.
"BORROWING BASE CERTIFICATE" means a certificate, in
substantially the form of EXHIBIT K attached hereto and made a part
hereof, setting forth the Borrowing Base and the component calculations
thereof.
"ELIGIBLE INVENTORY" means (i) all Inventory which is held for
sale or lease in the ordinary course of business by the Borrower or any
of its Subsidiaries or furnished under any contract of service by the
Borrower or any of its Subsidiaries in the ordinary course of business,
valued at the lower of cost determined on a first-in-first-out basis
(determined in accordance with Agreement Accounting Principles,
consistently applied) or market value, MINUS (ii) all such Inventory
which is work-in-progress, MINUS (iii) all such Inventory which is
obsolete, not in good condition, not either currently usable or
currently saleable in the ordinary course of the Borrower's or any of
its Subsidiaries' business.
"ELIGIBLE RECEIVABLES" means (i) the outstanding face amount of
all Receivables created by the Borrower or any of its Subsidiaries in
the ordinary course of its business arising out of the sale of goods or
rendition of services by the Borrower or any of its Subsidiaries,
determined in accordance with Agreement Accounting Principles,
consistently applied, MINUS (ii) all such Receivables which remain
unpaid sixty (60) days after the date due under the original applicable
invoice, MINUS (iii) all such Receivables owing by a single Account
Debtor (including a Receivable which remains unpaid fewer than sixty
(60) days after the date due under the original applicable invoice) if
twenty-five percent (25%) of the balance owing by such Account Debtor,
calculated without taking into account any credit balances of such
Account Debtor, remains unpaid sixty (60) days after the date due under
the original applicable invoice, MINUS (iv) all such Receivables with
respect to which the Account Debtor is the Borrower or a director,
officer, employee, Subsidiary or Affiliate of the Borrower.
"MAXIMUM REVOLVING CREDIT AMOUNT" means, at any particular time,
the lesser of (A) the Aggregate Revolving Loan Commitment at such time,
and (B) the Borrowing Base at such time.
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"PRIME RATE" means the prime rate of interest announced by the
Agent or its parent from time to time (which is not necessarily the
lowest rate charged to any customer), changing when and as said prime
rate changes.
2.12. SECTION 2.2 of the Credit Agreement is amended to delete each
occurrence of the phrase "Aggregate Revolving Loan Commitment"
now appearing therein, and to substitute the following therefor:
"Maximum Revolving Credit Amount".
2.13. SECTION 2.5(A) of the Credit Agreement is amended to insert the
following new sentence immediately at the end thereof: "Unless
the aggregate outstanding principal balance of the Revolving
Loans or Swing Line Loans is to be prepaid in full, voluntary
prepayments of the Revolving Loans and Swing Line Loans shall be
in an aggregate minimum amount of $100,000 and integral
multiples of $100,000 in excess of that amount."
2.14. SECTION 2.5(B)(ii) of the Credit Agreement is amended to
delete each occurrence of the phrase "Aggregate Revolving Loan
Commitment" now appearing therein, and to substitute the
following therefor: "Maximum Revolving Credit Amount".
2.15. SECTION 2.9 of the Credit Agreement is amended to delete
the phrase "Aggregate Revolving Loan Commitment" now appearing
therein, and to substitute the following therefor: "Maximum
Revolving Credit Amount".
2.16. SECTION 2.15(C) of the Credit Agreement is amended to
insert the following new CLAUSE (iii) at the end thereof:
"(iii) The Borrower shall pay to the Agent for the account of
each Lender, on the date the Obligations are paid in full and all of
the Lenders' Commitments shall have been terminated, a success fee (the
"Success Fee") in an amount calculated pursuant to the following
criteria:
(a) If all of the Obligations shall have been paid in
full in cash and all of the Lenders' Commitments shall have been
terminated on or before September 30, 2001, the Success Fee
shall be equal to 0.50% of each Lender's Commitment as in effect
immediately prior to such termination;
(b) If all of the Obligations shall have been paid in
full in cash and all of the Lenders' Commitments shall have been
terminated after September 30, 2001 but on or before December
31, 2001, the Success Fee shall be equal to 0.75% of each
Lender's Commitment as in effect immediately prior to such
termination;
(c) If all of the Obligations shall have been paid in
full in cash and all of the Lenders' Commitments shall have been
terminated after December 31, 2001 but on or before March 31,
2002, the Success Fee shall be equal to 1.00% of each Lender's
Commitment as in effect immediately prior to such termination;
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(d) If all of the Obligations shall have been paid in
full in cash and all of the Lenders' Commitments shall have been
terminated after March 31, 2002, the success fee shall be equal
to 1.25% of each Lender's Commitment immediately prior to such
termination;
PROVIDED, that if (x) the Leverage Ratio of the Borrower shall be less
than 4.25 to 1.0 for any fiscal quarter ending on or before September
30, 2001 (and each successive fiscal quarter thereafter), and (y) no
Default or Unmatured Default shall have occurred and is continuing,
such Success Fee shall be reduced by an amount equal to 0.25%;
PROVIDED, FURTHER, that such Success Fee shall be automatically
increased on September 30, 2001 by an amount equal to 0.25% unless, in
addition to payments of the scheduled installments of principal in
respect of the Term Loans, the aggregate outstanding amount of the
Obligations and the Lenders' Commitments shall have been permanently
reduced by an amount greater than or equal to $12,000,000 on or before
September 30, 2001."
2.17. SECTION 2.15(D)(ii) of the Credit Agreement (including the
pricing grid now appearing therein) is hereby deleted, and the
following is substituted therefor:
" (ii) The Applicable Floating Rate Margin for Swing Line Loans
shall be 2.00% per annum. The Applicable Floating Rate Margin for
Tranche A Term Loans and Revolving Loans (other than Swing Line Loans)
shall be 2.25% per annum. The Applicable Floating Rate Margin for
Tranche B Term Loans shall be 2.75% per annum. The Applicable
Eurocurrency Margin for Tranche A Term Loans and Revolving Loans shall
be 3.25% per annum. The Applicable Eurocurrency Margin for Tranche B
Term Loans shall be 3.75% per annum. The Applicable Commitment Fee
Percentage shall be 0.50% per annum."
2.18. Section 2.15(D) of the Credit Agreement is amended to insert the
following new CLAUSE (v) at the end thereof:
"(v) Notwithstanding anything herein to the contrary, for each
fiscal quarter commencing with the fiscal quarter ending on December
31, 2000, the Applicable Commitment Fee Percentage, the Applicable
Eurocurrency Margins, the Applicable Floating Rate Margins and the
Applicable L/C Fee Percentage shall be (x) increased by an amount equal
to 0.25% if the Leverage Ratio is greater than or equal to the Leverage
Ratio set forth opposite such period below, or (y) decreased by an
amount equal to 0.25% if the Leverage Ratio is less than the Leverage
Ratio set forth opposite such period below:
Fiscal Quarter End Leverage Ratio
------------------ --------------
December 31, 2000 5.20 to 1.0
March 31, 2001 5.20 to 1.0
June 30, 2001 5.10 to 1.0
September 30, 2001 4.90 to 1.0
December 31, 2001 4.40 to 1.0
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March 31, 2002 4.10 to 1.0
; PROVIDED, that in no event shall the Applicable Commitment Fee
Percentage, the Applicable Eurocurrency Margins, the Applicable
Floating Rate Margins or the Applicable L/C Fee Percentage be reduced
to a percentage less than the percentages as in effect immediately
prior to the effectiveness of Amendment 5 to this Agreement."
2.19. SECTION 3.3 of the Credit Agreement is hereby amended to delete
the phrase "Aggregate Revolving Loan Commitment" now appearing
in CLAUSE (i) thereof, and to substitute the following therefor:
"Maximum Revolving Credit Amount".
2.20. SECTION 5.2 of the Credit Agreement is hereby amended to delete
the phrase "Aggregate Revolving Loan Commitment" now appearing
in CLAUSE (iii) thereof, and to substitute the following
therefor: "Maximum Revolving Credit Amount".
2.21. SECTION 7.1(A) of the Credit Agreement is hereby amended to
insert the following new CLAUSES (v), (vi) and (vii) at the end
thereof:
"(v) BORROWING BASE CERTIFICATE. As soon as practicable, and
in any event within ten (10) Business Days after the close of each
calendar month (and more often if reasonably requested by the Agent or
the Required Lenders following the occurrence and during the
continuation of a Default or Event of Default), the Borrower shall
provide the Agent and the Lenders with a Borrowing Base Certificate,
together with such supporting documents as the Agent reasonably deems
desirable, all certified as being true and correct by an Authorized
Officer. The Borrower may update the Borrowing Base Certificate and
supporting documents more frequently than monthly and the most recently
delivered Borrowing Base Certificate shall be the applicable Borrowing
Base Certificate for purposes of determining the Borrowing Base at any
time.
(vi) REPORTS ON CASH FLOWS. On or before the seventh (7th)
Business Day of each calendar month, the Borrower shall deliver to the
Agent projected weekly cash flows on a consolidated and consolidating
basis for the Borrower and its Subsidiaries for such calendar month and
the next succeeding two calendar months. The Borrower shall also
deliver to the Agent weekly reports of actual cash flows on a
consolidated and consolidating basis for the Borrower and its
Subsidiaries for the immediately preceding calendar week.
(vii) ADDITIONAL FINANCIAL REPORTS. The Borrower shall deliver
(x) its internal management unreviewed monthly financial reporting
certificates not more than fifteen (15) Business Days after the end of
each fiscal month, (y) its internal management unreviewed quarterly
financial reporting certificates not more than thirty (30) days after
the end of each fiscal quarter and (z) its reviewed quarterly financial
statements not more than forty-five (45) days after the end of each
fiscal quarter and otherwise on the terms set forth in this SECTION
7.1(A). The unaudited internal management annual financial reports will
be delivered not more than sixty (60) days following the end of each
fiscal
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year and audited financial statements shall be delivered not more than ninety
(90) days after the end of each fiscal year."
2.22. SECTION 7.2 of the Credit Agreement is hereby amended to insert
the following new CLAUSES (L) and (M) at the end thereof:
"(L) MANAGEMENT AVAILABILITY. The senior financial officer of
the Borrower shall be available to attend meetings and participate in
conference calls with the Agent and the Lenders on a monthly basis.
(M) REPORTS ON INVENTORY AND ACCOUNTS. The Borrower shall
make weekly reports to the Agent describing existing accounts in
addition to monthly agings of accounts and inventory."
2.23. SECTION 7.4(A) of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"(A) MINIMUM FIXED CHARGE COVERAGE RATIO. The Borrower and its
consolidated Subsidiaries shall maintain a ratio ("Fixed Charge
Coverage Ratio") of (i) EBITDA during such period to (ii) the sum of
the amounts of (a) cash Interest Expense during such period plus (b)
cash taxes paid by the Borrower and its consolidated Subsidiaries
during such period plus (c) scheduled amortization of the principal
portion of the Term Loans and scheduled amortization of the principal
portion of all other Indebtedness for borrowed money of the Borrower
plus (d) Restricted Payments paid during such period of at least (x)
1.15 to 1.00 for each fiscal quarter for the period commencing with the
fiscal quarter ending on December 31, 1998 through the fiscal quarter
ending on December 31, 1999, and (y) 1.00 to 1.00 for each fiscal
quarter for the period commencing with the fiscal quarter ending on
March 31, 2000 through the Termination Date. In each case, the Fixed
Charge Coverage Ratio shall be determined as of the last day of each
fiscal quarter for the four fiscal quarter period ending on such day."
2.24. SECTION 7.4(B) of the Credit Agreement is hereby deleted in its
entirety, and the following is substituted therefor:
"(B) Maximum Leverage Ratio. The Borrower shall not permit the
ratio (the "Leverage Ratio") of (i) the sum of (a) Indebtedness for
borrowed money and (b) Capitalized Lease Obligations to (ii) EBITDA to
be greater than:
(i) 6.50 to 1.00 for the fiscal quarter ending March 31,
2000; and
(ii) 6.80 to 1.00 for the fiscal quarter ending June 30, 2000;
and
(iii) 6.00 to 1.00 for the fiscal quarter ending September 30,
2000; and
(iv) 5.75 to 1.00 for the fiscal quarter ending December 31,
2000; and
(v) 5.50 to 1.00 for each fiscal quarter for the period
commencing with the fiscal quarter ending March 31, 2001 through the
fiscal quarter ending June 30, 2001; and
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(vi) 5.25 to 1.00 for the fiscal quarter ending September 30,
2001; and
(vii) 4.75 to 1.00 for the fiscal quarter thereafter until the
Termination Date.
The Leverage Ratio shall be calculated, in each case, determined
as of the last day of each fiscal quarter based upon (a) for
Indebtedness for borrowed money and Capitalized Lease Obligations,
Indebtedness for borrowed money and Capitalized Lease Obligations as of
the last day of each such fiscal quarter; and (b) for EBITDA, the
actual amount for the four-quarter period ending on such day; provided,
however, that for purposes of calculating Indebtedness for each fiscal
quarter through and including the fiscal quarter ending December 31,
1997, Indebtedness shall exclude all liabilities in connection with the
overdraft facilities maintained by the Borrower and its Subsidiaries in
the United Kingdom."
2.25. SECTION 7.4(C) of the Credit Agreement is hereby amended (i) to
delete the phrase "$40,000,000" now appearing therein and to
substitute "$50,000,000" therefor, and (ii) to delete the phrase
"June 30, 1998" now appearing therein and to substitute "June
30, 2000" therefor.
2.26. The table setting forth the Revolving Loan Commitments of
the Lenders on EXHIBIT A to the Credit Agreement is hereby
amended and restated in the form of Attachment A to this
Amendment, and the Credit Agreement is hereby amended to include
a new EXHIBIT K in the form of Attachment B to this Amendment.
3. CONDITIONS OF EFFECTIVENESS. The effectiveness of this
Amendment is subject to the conditions precedent that this Amendment shall be
executed by the Borrower not later than June 15, 2000 and the Agent shall have
received the following:
(a) duly executed originals of this Amendment from the Borrower,
the Required Lenders and the Agent;
(b) duly executed originals of the Reaffirmation attached hereto
from each Domestic Incorporated Subsidiary of the Borrower;
(c) the Amendment Fee (as defined below); and
(d) such other documents, instruments and agreements as the
Agent may reasonably request.
Upon the satisfaction of the foregoing conditions precedent, this Amendment
shall be deemed effective as of June 15, 2000 (the "Effective Date").
4. AMENDMENT FEE. Each Lender shall be entitled to an
amendment fee (the "Amendment Fee") of 0.375% of such Lender's Commitment (as
defined in the Credit Agreement after giving effect to the reduction of the
Aggregate Revolving Loan Commitment contemplated in this Amendment); PROVIDED,
that credit shall be given to reduce such Amendment Fee in an amount equal to
0.125% of such Lender's Commitment (as defined in the Credit Agreement without
giving effect to the reduction of the Aggregate Revolving Loan Commitment
contemplated in this Amendment). The Amendment Fee shall be fully earned and
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due and payable by the Borrower on the date the Borrower executes this
Amendment, if the Amendment is approved by the Required Lenders.
5. SALE OF THE ATE DIVISION OF THE BORROWER. The Borrower
has informed the Agent and the Lenders that it may sell the ATE division of the
Borrower. It is agreed and understood that no fee will be payable by the
Borrower to the Lenders for any consent or waiver required to be obtained from
the Agent and the Required Lenders in connection with such sale of the ATE
division of the Borrower.
6. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. The
Borrower hereby represents and warrants as follows:
(a) This Amendment and the Credit Agreement as previously
executed and as amended hereby, constitute legal, valid and
binding obligations of the Borrower and are enforceable against
the Borrower in accordance with their terms.
(b) Upon the effectiveness of this Amendment, the Borrower
hereby reaffirms all covenants, representations and warranties
made in the Credit Agreement, as amended hereby, and agrees that
all such covenants, representations and warranties shall be
deemed to have been remade as of the Effective Date of this
Amendment.
7. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(a) Upon the effectiveness of SECTION 1 hereof, each reference
to the Credit Agreement in the Credit Agreement and each other
Loan Document shall mean and be a reference to the Credit
Agreement as amended hereby.
(b) Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full
force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of
the Agent or the Lenders, nor constitute a waiver of any
provision of the Credit Agreement (other than in respect of the
Specified Defaults) or any other documents, instruments and
agreements executed and/or delivered in connection therewith.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION,
735 ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.
9. HEADINGS. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
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10. COUNTERPARTS. This Amendment may be executed by one or more
of the parties to the Amendment on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of
the day and year first above written.
IFR SYSTEMS, INC.
By: ____________________________
Name:
Title:
BANK ONE, NA (formerly known as THE
FIRST NATIONAL BANK OF CHICAGO), as
Agent and as a Lender
By: ____________________________
Name:
Title:
INTRUST BANK, N.A., as a Lender
By: ____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA, as a Lender
By: ____________________________
Name:
Title:
HARRIS TRUST AND SAVINGS BANK, as a
Lender
By: ____________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC, as
a Lender
By: ____________________________
Name:
Title:
UNION BANK OF CALIFORNIA, N.A., as a
Lender
By: ____________________________
Name:
Title:
LLOYDS TSB BANK PLC, as a Lender
By: ____________________________
Name:
Title:
By: ____________________________
Name:
Title:
REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of
the foregoing Amendment No. 5 to the Amended and Restated Credit Agreement dated
as of March 19, 1998 by and among IFR Systems, Inc., a Delaware corporation (the
"Borrower"), the lenders from time to time parties thereto (collectively, the
"Lenders") and Bank One, NA, formerly known as The First National Bank of
Chicago, as one of the Lenders and in its capacity as contractual representative
(the "Agent") on behalf of itself and the other Lenders, as amended by an
Amendment No. 1 and Waiver, an Amendment No. 2, an Amendment No. 3 and an
Amendment No. 4, dated as of November 3, 1998, March 31, 1999, June 25, 1999 and
October 15, 1999, respectively (as amended and as the same may be amended,
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT") which Amendment No. 5 is dated as of June 15, 2000 (the
"AMENDMENT"). Capitalized terms used in this Reaffirmation and not defined
herein shall have the meanings given to them in the Credit Agreement. Without in
any way establishing a course of dealing by the Agent or any Lender, each of the
undersigned reaffirms the terms and conditions of the Guaranty, Security
Agreement and any other Loan Document executed by it and acknowledges and agrees
that such agreement and each and every such Loan Document executed by the
undersigned in connection with the Credit Agreement remains in full force and
effect and are hereby reaffirmed, ratified and confirmed. All references to the
Credit Agreement contained in the above-referenced documents shall be a
reference to the Credit Agreement as so modified by the Amendment and as the
same may from time to time hereafter be amended, modified or restated.
Dated: June 15, 2000
IFR AMERICAS, INC., formerly known as IFR
Instruments, Inc.
IFR FINANCE, INC.
By __________________________
Name:
Title:
ATTACHMENT A TO AMENDMENT NO. 5
DATED JUNE 15, 2000
REVOLVING LOAN COMMITMENTS
Amount of Revolving Loan % of Aggregate Revolving
Lender Commitment Loan Commitment
------ ---------- ---------------
BANK ONE, NA $5,307,692.32 23.076923078
INTRUST BANK, N.A. $2,653,846.15 11.538461538
THE BANK OF NOVA SCOTIA $3,538,461.54 15.384615385
HARRIS TRUST AND SAVINGS
BANK $3,538,461.54 15.384615385
NATIONAL WESTMINSTER BANK
Plc $2,653,846.15 11.538461538
UNION BANK OF CALIFORNIA,
N.A. $2,653,846.15 11.538461538
LLOYDS TSB BANK PLC $2,653,846.15 11.538461538
TOTAL $23,000,000.00 100.00%
15
ATTACHMENT B TO AMENDMENT NO. 5
DATED JUNE 15, 2000
FORM OF EXHIBIT K TO CREDIT AGREEMENT
[ATTACHED]
16
EXHIBIT K
TO
AMENDED AND RESTATED CREDIT AGREEMENT
Form of Borrowing Base Certificate
Attached
17
BORROWING BASE CERTIFICATE
TO: BANK ONE, NA, as Agent
One Indianapolis Square
Indianapolis, IN 26266
Attn: David Fisher
Telecopier: (317) 321-3988
Confirmation: (317) 321-8325
I. AMOUNT OF ELIGIBLE INVENTORY
1. Total Amount of Inventory (Lower of FIFO or Market) $__________
2. Less: All such Inventory which is work-in-progress ($__________)
3. Less: All such Inventory which is obsolete, not in good condition, not
either currently usable or currently saleable in the ordinary course of the
Borrower's or any of its Subsidiaries' business ($__________)
4. Total amount of Eligible Inventory
(Line 1 MINUS Lines 2 and 3) $__________
5. Inventory Availability:
Forty percent (40%) of Eligible Inventory
(0.40 x Line 4) $__________
II. AMOUNT OF ELIGIBLE RECEIVABLES
6. Face Amount of All Receivables $__________
7. Less: All such Receivables which remain unpaid sixty (60) days after the
date due under the original applicable invoice ($__________)
8. Less: All such Receivables owing by a single Account Debtor (including a
Receivable which remains unpaid fewer than sixty (60) days after the date
due under the original applicable invoice) if twenty-five percent (25%) of
the balance owing by such Account Debtor, calculated without taking into
account any credit balances of such Account Debtor, remains unpaid sixty
(60) days after the date due under the original applicable invoice
($__________)
9. Less: All such Receivables with respect to which the Account Debtor is the
Borrower or a director, officer, employee, Subsidiary or Affiliate of the
Borrower ($__________)
10. Total amount of Eligible Receivables
(Line 6 MINUS Lines 7, 8 and 9) $__________
11. Receivables Availability:
Seventy percent (70%) of Eligible Receivables (0.70 x Line 10)
$__________
18
III. CALCULATION OF BORROWING BASE
12. Borrowing Base:
Sum of Receivables Availability and Inventory Availability:
(Sum of lines 5 and 11) $__________
IV. CALCULATION OF MAXIMUM AVAILABLE AMOUNT
13. Aggregate Revolving Loan Commitments $__________
14. Less: Letter of Credit Obligations ($__________)
15. Less: Outstanding Revolving Loans ($__________)
16. Maximum Available Amount available by
reference to Commitment level:
(Line 13 MINUS the sum of Lines 14 and 15) $__________
17. Borrowing Base (Line 12) $__________
18. Less: Letter of Credit Obligations ($__________)
19. Less: Outstanding Revolving Loans ($__________)
20. Maximum Available Amount available by
reference to Borrowing Base
(Line 17 MINUS the sum of Lines 18 and 19) $__________
21. Maximum Available Amount
(Lesser of Lines 16 and 20) $__________
19
Pursuant to, and in accordance with, the terms and provisions of that
certain Amended and Restated Credit Agreement ("Credit Agreement") dated as of
March 19, 1998 by and among IFR SYSTEMS, INC. (the "Borrower"), the financial
institutions parties hereto as Lenders, and BANK ONE, NA, formerly known as THE
FIRST NATIONAL BANK OF CHICAGO, in its capacity as contractual representative
(the "Agent"), as amended, restated, supplemented or otherwise modified from
time to time, the undersigned, as successor by assignment to the Borrower, is
executing and delivering to Agent this Borrowing Base Certificate (collectively
referred to as "Certificate"). The undersigned warrants and represents to the
Agent and the Lenders that this Certificate is true, correct, and based on
information contained in the undersigned's own records. The undersigned, by the
execution of this Certificate, hereby ratifies, conforms and affirms all of the
terms, conditions and provisions of the Credit Agreement, and further certifies
on the date of this certificate, that the undersigned is in compliance with said
Credit Agreement.
Date: ____________, _____
IFR SYSTEMS, INC.
By:________________________
Name:
Title:
20