Exhibit 10(ii)
SEVENTH AMENDMENT AND WAIVER
TO
AMENDED AND RESTATED CREDIT AGREEMENT
SEVENTH AMENDMENT AND WAIVER, dated as of November 5, 1997 (the
"Amendment"), to the Amended and Restated Credit Agreement, dated as of April
12, 1995, among NAI Technologies, Inc., a New York corporation (the "Borrower"),
The Chase Manhattan Bank, a New York banking corporation, formerly known as
Chemical Bank ("Chase"), The Bank of New York, a New York banking corporation
("BNY"), and each of the other financial institutions which from time to time
becomes party thereto (together with Chase and BNY, the "Banks"), BNY, as
administrative agent (in such capacity, the "Administrative Agent"), and Chase,
as collateral agent (in such capacity, the "Collateral Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks, the Administrative Agent and
the Collateral Agent are parties to that certain Amended and Restated Credit
Agreement, dated as of April 12, 1995, (as amended by certain amendments, dated
as of August 14, 1995, October 13, 1995, November 6, 1995, January 5, 1996,
February 13, 1996, and July 31, 1997, and as hereafter amended, modified and
supplemented from time to time, the "Credit Agreement");
WHEREAS, unless otherwise defined herein, terms defined in the
Credit Agreement and used herein are used herein as therein defined;
WHEREAS, the Borrower has requested and the Banks have agreed to
enter into this Amendment to provide for, among other things, amendments to
certain financial covenants set forth in the Credit Agreement.
Accordingly, the parties hereto hereby agree as follows:
Section 1. Waiver. The Banks hereby waive any Default or Event of
Default arising from the failure of the Borrower to comply with the requirements
of Section 6.17 of the Credit Agreement for the four fiscal quarter period
ending on September 30, 1997.
Section 2. Amendment to Section 6.17. Section 6.17 of the Credit
Agreement is hereby amended in its entirety to read as follows:
Section 6.17. Maintenance of Interest Coverage
Ratio. Permit the Interest Coverage Ratio for the
periods set forth below to fall below the ratios set
forth opposite such periods:
Period Ratio
One Fiscal Quarter ending December 1.5 to 1
31, 1997
Two Fiscal Quarters ending March 31, 1.5 to 1
1998
Three Fiscal Quarters ending June 30, 1.5 to 1
1998
Four Fiscal Quarters ending September 1.5 to 1
30, 1998 and thereafter
Section 3. Counterparts. This Amendment may be
executed in any number of counterparts, each of which shall
constitute an original and all of which when taken together shall
constitute one and the same instrument.
Section 4. Conditions to Effectiveness. This Amendment shall
become effective as of the date hereof (the "Effective Date") when all of the
following shall have occurred:
(a) The Banks shall have each received counterparts of this
Amendment, duly executed by the Borrower and consented to by each of the
Guarantors;
(b) The Borrower shall be in compliance with all of
the terms and provisions set forth in the Credit Agreement to be
observed and performed; and
(c) The Banks shall have received a certificate of the Secretary
or Executive Vice President of the Borrower dated the Effective Date and
certifying that (i) after giving effect to this Amendment, no Event of Default
or event which upon notice or lapse of time or both would constitute an Event of
Default shall have occurred and be continuing and (ii) all representations and
warranties contained in Section 3 of the Credit Agreement and the other Loan
Documents shall be true and correct in all material respects on and as of the
Effective Date, except to the extent that such representations and warranties
expressly relate to an earlier date.
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Section 5. Ratification. Except to the extent hereby amended, the
Credit Agreement remains in full force and effect and is hereby ratified and
affirmed. References in the Loan Documents to the Credit Agreement shall mean
such document as amended by this Amendment, as the same may be further amended,
supplemented or otherwise modified from time to time.
Section 6. Costs and Expenses. All out-of-pocket expenses
incurred by the Banks, including the reasonable fees and disbursements of
Zalkin, Rodin & Goodman LLP, special counsel for the Agents and the Banks,
incurred in connection with the negotiation and preparation of this Amendment
shall be paid by the Borrower as provided in Section 9.05 of the Credit
Agreement. The Borrower hereby confirms that the Borrower shall be obligated to
reimburse the Banks' reasonable expenses incurred in the retention of a
financial advisor to the Banks in connection with the administration of the
Loans or the protection or enforcement of the Banks' rights in connection
therewith.
Section 7. References. This Amendment shall be limited precisely
as written and shall not be deemed (a) to be a consent granted pursuant to, or a
waiver or modification of, any other term or condition of the Credit Agreement
or any of the instruments or agreements referred to therein or (b) to prejudice
any right or rights which the Administrative Agent, the Collateral Agent or the
Banks may now have or have in the future under or in connection with the Credit
Agreement or the Loan Documents or any of the instruments or agreements referred
to therein.
Section 8. Applicable Law. THIS AMENDMENT SHALL IN
ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO
BE PERFORMED WHOLLY WITHIN SUCH STATE.
Section 9. Headings. Section headings in this
Amendment are included herein for convenience or reference only
and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.
Section 10. Integration. This Amendment represents the entire
agreement of the parties hereto with respect to the amendment of the Credit
Agreement and the terms of any letters and other documentation entered into
among the Borrower and any Bank or the Administrative Agent or the Collateral
Agent prior to the execution of this Amendment which relate to the amendment of
the Credit Agreement shall be replaced by the terms of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered in New York, New York by their proper and duly
authorized officers as of the day and year first above written.
NAI TECHNOLOGIES, INC.
By Richard A. Schneider
_________________________________
Title: Executive Vice President
THE BANK OF NEW YORK
as Administrative Agent and as
a Bank
By Brenda M. Sorg
_________________________________
Vice President
THE CHASE MANHATTAN BANK as
Collateral Agent and as a Bank
By Diane E. Vaccarelli
____________________________
Vice President
Consented to as of this
5th day of November, 1997
NAI TECHNOLOGIES - SYSTEMS DIVISION CORPORATION
By: Richard A. Schneider
_____________________________
Title: Treasurer
WILCOM, INC.
By: Richard A. Schneider
_____________________________
Title: Treasurer
CODAR TECHNOLOGY, INC.
By: Richard A. Schneider
_____________________________
Title: Treasurer
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