Exhibit 10.7(f)
AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 5, dated as of August 19, 1994, is
between Concurrent Computer Corporation (the "Company"), Fleet
Bank of Massachusetts, N.A. ("Fleet") and CIBC Inc. (the
"Lenders").
WHEREAS, the Company has requested that the Lenders agree to
amend the Second Amended and Restated Credit Agreement dated as
of July 21, 1993, as amended by Amendment No. 1 to Second Amended
and Restated Credit Agreement dated as of September 28, 1993,
Amendment No. 2 to Second Amended and Restated Credit Agreement
dated as of November 10, 1993, Amendment No. 3 to Second Amended
and Restated Credit Agreement dated as of November 18, 1993 and
Amendment No. 4 to Second Amended and Restated Credit Agreement
dated as of February 18, 1994 (the "Credit Agreement") between
the Company, the Lenders and Fleet, as Agent for the Lenders by,
among other things, changing certain financial covenants;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the Company and, pursuant
to Section 12.04 of the Credit Agreement, the Lenders hereby
agree as follows:
1. Terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Credit Agreement.
2. The term "Maturity Date" is redefined to mean October
1, 1995.
3. Section 3A of the Credit Agreement is amended by
replacing "June 30, 1995" with "October 1, 1995".
4. Section 9.28 of the Credit Agreement is amended by
replacing "2.00 to 1" for the fiscal quarter ending September
30, 1994 with "2.85 to 1".
5. Section 9.29 of the Credit Agreement is deleted and
replaced with the following language:
"9.29. Debt Service Coverage Ratio. The Company
will not, as at the end of any fiscal quarter,
permit the ratio of (a) EBITDA to (b) the sum of
(i) Interest Expense for such period, plus (ii) all
scheduled principal payments due on money borrowed
from any source for such quarter, plus (iii) all
lease payments in respect of Capital Lease
Obligations during such quarter, to be less than
1.4 to 1.0. Notwithstanding the foregoing, (a) any
scheduled monthly principal installment deferred
pursuant to Section 4.01 hereof shall not
constitute a "scheduled principal payment" for any
fiscal quarter other than the fiscal quarter during
which such installment originally was due, and (b)
for the fiscal quarters ending September 30, 1994,
December 31, 1994, March 31, 1995 and June 30,
1995, the above ratio shall not be less than 1.85
to 1, 2.0 to 1, 2.0 to 1 and 2.0 to 1,
respectively."
6. Section 9.31 of the Credit Agreement is deleted and
replaced with the following language:
"9.31. Domestic Liquid Assets. The Company will
not permit Domestic Liquid Assets at the end of
each fiscal month to be less than the amount set
forth below opposite each such month. For purposes
hereof, "Domestic Liquid Assets" shall mean the sum
of (a) domestic cash and cash equivalent, (b)
Eligible Accounts Receivable, and (c) domestic
inventory.
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Fiscal Month Ending Domestic Liquid Assets
July 31, 1994 $25,500,000
August 31, 1994 $24,000,000
September 30, 1994 $27,500,000
October 31, 1994 $25,500,000
November 30, 1994 $23,000,000
December 31, 1994 $26,000,000
January 31, 1995 $24,500,000
February 28, 1995 $22,000,000
March 31, 1995 $27,000,000
April 30, 1995 $24,500,000
May 31, 1995 $22,000,000
June 30, 1995 and each $27,500,000"
fiscal month thereafter
7. Section 9.32 of the Credit Agreement is amended by
replacing the columns styled "Fiscal Quarter Ending" and "Quick
Ratio" with the following language:
"Fiscal Quarter Ending Quick Ratio
September 30, 1994 .55 to 1
December 31, 1994 .55 to 1
March 31, 1995 .60 to 1
June 30, 1995, and each .60 to 1"
fiscal quarter ending
thereafter
8. Section 9.33 of the Credit Agreement is amended by
replacing the columns styled "Fiscal Quarter Ending" and
"Maximum Leverage Ratio" with the following language:
"Fiscal Quarter Ending Maximum Leverage Ratio
September 30, 1994 2.30
December 31, 1994 2.10
March 31, 1995 2.0
June 30, 1995, and each 1.9"
fiscal quarter ending
thereafter
9. Except as otherwise expressly provided above, (a) all
terms and conditions of the Credit Agreement shall remain in
full force and effect and are hereby ratified and confirmed,
and (b) the execution, delivery and effectiveness of this
Amendment No. 5 shall not operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the
Basic Documents, nor constitute a waiver of any provision under
any of such Documents.
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10. The Company represents and warrants that (a) the
representations and warranties set forth in the Credit
Agreement are true and accurate as of the date hereof, and (b)
no Specified Event exists.
11. This Amendment No. 5 only shall be effective upon (a)
the Company's payment to Fleet and CIBC Inc. in immediately
available funds of an extension and restructuring fee of
$39,285 and $35,715, respectively, and (b) receipt by the Agent
of (i) an opinion from the General Counsel of the Company in
form and substance satisfactory to the Agent and Lenders and
(ii) an original certificate from the Delaware Secretary of
State dated on or after August 18, 1994 certifying the
Company's good standing and legal existence. Notwithstanding
anything to the contrary contained herein, the amendment to
Section 3A of the Credit Agreement set forth above only shall
be effective upon the execution and delivery by the Company to
Fleet of all documents requested by Fleet which are necessary
to effect the extension of the expiry date of the L/C's.
12. This Amendment No. 5 may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument and any of the other parties hereto may
execute this Amendment No. 5 by signing any such counterpart.
This Amendment No. 5 shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the parties have caused this Amendment
No. 5 to be duly executed as of the date first above written.
CONCURRENT COMPUTER CORPORATION
By:_____________________________________
FLEET BANK OF MASSACHUSETTS, N.A.
By:_____________________________________
CIBC INC.
By:______________________________________
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Exhibit A
DOMESTIC LIQUID ASSETS COMPLIANCE CERTIFICATE
Monthly fiscal period ending ___________, 199_
Reference is made to be Second Amended and Restated Credit
Agreement dated as of July 21, 1993 (as modified and supplemental
and in effect from time to time, the "Credit Agreement") between
the Lenders, Agent and Concurrent Computer Corporation
("Company"). Terms defined in the Credit Agreement are used as
defined herein.
The officer executing this certificate* on behalf of the
Company hereby certifies that, to be best of [his/her] knowledge,
the Company is in compliance with Section 9.31 of the Credit
Agreement as at the end of the monthly fiscal period ending
________, 199_ as set forth in the attached Annex 1 and as
determined in accordance with the requirements of the Credit
Agreement.
IN WITNESS WHEREOF, the undersigned has caused this
certificate to be duly executed as of the ______ day of
______________, 199_.
CONCURRENT COMPUTER CORPORATION
By:________________________________
Title:
* Must be signed by the president, chief executive officer,
chief financial officer or controller of the Company