EXECUTION VERSION
SEVENTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of June 30, 1998, is entered into by and among:
(1) BELL 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").
RECITALS
A. Borrower, the Banks and Agent are parties to a Second Amended and
Restated Credit Agreement dated as of May 23, 1995, as amended by that certain
First Amendment to Second Amended and Restated Credit Agreement dated as of June
25, 1996, as further amended by that certain Second Amendment to Second Amended
and Restated Credit 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,
as further amended by that certain Fifth Amendment to Second Amended and
Restated Credit Agreement dated as of November 7, 1997, and as further amended
by that certain Sixth Amendment to Second Amended and Restated Credit Agreement
dated as of March 31, 1998 (as so amended, the "Credit Agreement").
B. Borrower has requested the Banks Agent to amend the Credit Agreement
in certain respects and to waive an Event of Default which has occurred or will
occur under the Credit Agreement.
C. The Banks and Agent are willing so to amend the Credit Agreement and
to provide such waiver upon the terms and subject to the conditions set forth
below.
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 I 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 satisfaction of the
conditions set forth in Paragraph 4 below, Subparagraph 2.01(a) of the Credit
Agreement is hereby amended by changing the definition of "Revolving Loan
Maturity Date" set forth therein from "May 31, 1999" to "July 31, 1999".
3. Waiver. The Banks hereby waive through August 31, 1998 only any
Event of Default arising under Paragraph 6.01 arising from Borrower's failure to
observe the Interest Coverage Ratio requirement set forth in clause (v) of
Subparagraph 5.02(m) during the consecutive four quarter period ending on June
30, 1998 provided that Borrower's Interest Coverage Ratio during the three month
period ending on June 30, 1998 was not less than 1:50 to 1:00.
4. Representations and Warranties. Borrower hereby represents and
warrants to Agent and the Banks that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendments set forth
in Paragraph 2 above and the waiver set forth in Paragraph 3 above, the
following will be true and correct on the Effective Date (as defined below):
(a) The representations and warranties of Borrower set forth
in Paragraph 4.01 of the Credit Agreement are true and correct in all
material respects;
(b) No Default or Event of Default has occurred and is
continuing; and
(c) Each of the Credit Documents is in full force and effect.
(Without limiting the scope of the term "Credit Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 4 that, on and after the date hereof, such term includes this
Amendment.)
5. Effective Date. The amendments effected by Paragraph 2 above and the
waiver effected by Paragraph 3 above shall become effective on June 30, 1998
(the "Effective Date"), subject to receipt by Agent and the Banks on or prior to
the Effective Date of the following, each in form and substance satisfactory to
Agent, the Banks and their respective counsel:
(a) This Amendment duly executed by Borrower, each Bank and
Agent; and
(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 and the other Credit Documents.
6. Effect of this Amendment. On and after the Effective Date, each
reference in the Credit Agreement and the other Credit Documents to the Credit
Agreement shall mean the
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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.
7. Miscellaneous.
(a) Counterparts. This Amendment may be executed in any number
of identical counterparts, any set of which signed by all the 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.
IN WITNESS WHEREOF, Borrower, Agent and the Banks have caused this
Amendment to be executed as of the day and year first above written.
BELL MICROPRODUCTS INC.
By: /s/ Bruce M. Jaffe
------------------------------
Name: Bruce M. Jaffe
Title: Sr. VP of Finance &
Operations and CFO
SUMITOMO BANK OF CALIFORNIA,
As Agent
By: /s/ S.C. Bellicini
------------------------------
Name: S.C. Bellicini
Title: V.P./Deputy Manager
By: /s/ F. Clark Warden
------------------------------
Name: F. Clark Warden
Title: Sr. V.P.
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SUMITOMO BANK OF CALIFORNIA,
As Issuing Bank
By: /s/ S.C. Bellicini
------------------------------
Name: S.C. Bellicini
Title: V.P./Deputy Manager
By: /s/ F. Clark Warden
------------------------------
Name: F. Clark Warden
Title: Sr. V.P.
SUMITOMO BANK OF CALIFORNIA, As a Bank
By: /s/ S.C. Bellicini
------------------------------
Name: S.C. Bellicini
Title: V.P./Deputy Manager
By: /s/ F. Clark Warden
------------------------------
Name: F. Clark Warden
Title: Sr. V.P.
UNION BANK OF CALIFORNIA, N.A., As a Bank
By: /s/ Frank Gwynn
------------------------------
Name: Frank Gwynn
Title: Vice President &
Regional Manager
By:__________________________________
Name:
Title:
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BANKBOSTON, N.A., As a Bank
By: /s/ John B. Desmond
------------------------------
Name: John B. Desmond
Title: Vice President
COMERICA BANK-CALIFORNIA, As a Bank
By: /s/ Scott W. Smith
------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, As a Bank
By: /s/ J.H. Broadley
------------------------------
Name: J.H. Broadley
Title: Vice President N.Y. Office
By: /s/ Brian M. Smith
------------------------------
Name: Brian M. Smith
Title: Senior Vice President &
Regional Manager (East)
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