EXHIBIT 99.1
December 14, 1998
Cable Design Technologies Inc.
Foster Plaza 7
661 Andersen Dr.
Pittsburgh, Pennsylvania 15220
Re: $35,000,000 364-Day Revolving Line of Credit Letter Agreement
Ladies and Gentlemen:
Upon the request of Cable Design Technologies Inc., a Washington
corporation (the "Borrower"), and subject to the following terms and conditions
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of this letter (the "Agreement") (this Agreement and all documents, instruments,
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and agreements executed or delivered now or hereafter by or for Borrower in
connection herewith or therewith, will be referred to in this Agreement as the
"Loan Documents"), ABN AMRO Bank N.V. ("ABN AMRO" or "Bank") will make a
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revolving line of credit facility available to the Borrower:
1. The Line of Credit Facility, Advances, Letters of Credit.
a. The Facility. Subject to the terms and conditions of this Agreement,
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ABN AMRO hereby establishes a line of credit facility in favor of the
Borrower in the maximum principal amount of THIRTY FIVE MILLION UNITED
STATES DOLLARS (US$35,000,000) (the "Facility").
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b. Advances. Until December 12, 1999 (the "Termination Date"), and
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subject to the other terms and conditions hereof, ABN AMRO will make
advances under the Facility (the "Advances" and each an "Advance")
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upon the request of Borrower in accordance with the terms hereof,
provided that: (i) the aggregate amount of all Advances outstanding
shall not at any time exceed US$35,000,000, (ii) no Advance shall be
requested or made which, when aggregated with all other Advances then
outstanding, would exceed $35,000,000, and (iii) the minimum principal
amount of any Advance shall be $500,000. Within such limits and
subject to the other provisions of this Agreement, Borrower may
borrow, repay, and reborrow under the Facility in accordance with the
terms and conditions hereof.
c. Advance Requests, Purpose of Facility.
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i. Prior to the Termination Date, Borrower may request an Advance by
providing ABN AMRO a written request therefor (each, an "Advance
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Request") in accordance with the terms of the Note (as defined
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hereinafter).
ii. Advances by ABN AMRO shall be made by wire transfer to Borrower's
account as ABN AMRO is instructed by Borrower in the applicable
Advance Request.
iii. Advances shall be used by Borrower for working capital and other
general corporate purposes, including intercompany transfers for
the general corporate purposes of its affiliates, and in no event
contrary to law.
Cable Design Technologies Inc.
December 14, 1998
Page 2
2. The Note, Payment.
a. The Note. Amounts payable under the Facility shall be evidenced by a
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promissory note of Borrower, dated as of the date hereof (the "Note").
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The Note is hereby incorporated herein by reference and made a part
hereof; Borrower shall make all payments required by the Note. In no
event shall the interest rate applicable to principal amounts
outstanding under the Note exceed the maximum rate of interest allowed
by applicable law; any payment of interest or in the nature of
interest in excess of such limitation shall be credited as a payment
of principal unless Borrower requests the return of such amount.
b. Payments. All payments made under the Note shall be made in lawful
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currency of the United States ("Dollars") in immediately available
funds by wire transfer to ABN AMRO Bank N.V., New York, New York
Branch, ABA Routing Number 026009580, for credit to ABN AMRO Bank
N.V., Chicago Branch CPU, Account Number 650-001-1789-41, Reference:
CPU-Cable Design Technologies or to such location as ABN AMRO shall
direct in writing. ABN AMRO is authorized to enter on the books and
records of Bank the date and amount of each Advance, the interest rate
applicable thereto, each payment of principal under the Facility,
together with the amount of interest and other charges accrued
thereon, interest and charges paid, and similar information, which
entries shall be conclusive absent manifest error.
3. Fees. Borrower shall pay to the Bank in immediately available funds: (i)
the Facility Fee described in the Note, payable as set forth therein, and
(ii) a commitment fee in the amount of US$105,000, payable upon the
execution of this Agreement by Borrower. An unutilized amount held by Bank
pursuant to a previously executed commitment letter shall be credited
against the above referenced commitment fee and other fees and costs set
forth herein, to the extent of such amount.
4. Certain Definitions. As used in the Agreement, the following terms shall
have the respective meanings set forth below:
"Business Day", shall mean any day other than a Saturday, a Sunday, or a
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day on which banks are required or permitted by law to close in Chicago,
Pittsburgh, New York, or the location of the money market from which funds
for the relevant Advance are sought.
5. Conditions.
a. The making of any Advance hereunder is subject to the satisfaction of
the following conditions precedent: at the time of a request for an
Advance, there shall exist no Event of Default (defined hereinafter)
or circumstance which, with the passage of time or giving of notice or
both, would constitute an Event of Default (any such circumstance
being referred to herein as a "Potential Default") and each of the
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representations and warranties set forth or incorporated herein shall
be true and correct in all material respects with the same force and
effect as if the representations and warranties had been made on and
as of such time, except to the extent that any representation or
warranty may expressly relate solely to an earlier date.
b. ABN AMRO shall have received from Borrower, in form and substance
satisfactory to ABN AMRO, the following:
i. On or prior to the date of the first Advance, guaranties, in form
and substance satisfactory to ABN AMRO, from Cable Design
Technologies Corporation ("Parent") and all material domestic
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subsidiaries of Borrower (the Parent and such subsidiaries are
collectively referred to herein as the "Guarantors") of the
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obligations of Borrower arising under the Loan Documents.
Cable Design Technologies Inc.
December 14, 1998
Page 3
ii. Within twenty (20) days of the date of the first Advance, copies
of Borrower's and each Guarantors' Certificate or Articles of
Incorporation, certified by the relevant Secretary of State, and
Bylaws certified to Bank by the appropriate corporate
Secretaries, together with copies of the resolutions of the
Boards of Directors of Borrower and the Guarantors authorizing
the execution, delivery, and performance of this Agreement and
the other Loan Documents by a specified number of authorized
officers whose specimen signatures and such resolutions are
certified by the appropriate corporate Secretary, and a good
standing certificate of Borrower and each Guarantor, certified by
the relevant Secretary of State;
iii. Within ten (10) days of the date of the first Advance, an opinion
of counsel to Borrower and the Guarantors substantially in the
form provided in connection with the Existing Credit Agreement
(defined hereinafter); and
iv. Such additional documents as ABN AMRO may reasonably request.
6. Incorporation of Existing Credit Agreement.
a. Credit Agreement, Definitions. Capitalized terms not otherwise defined
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in this Agreement shall have in this Section 6 the respective meanings
ascribed to them by that Credit Agreement, dated as of April 10, 1997,
as amended as of July 31, 1998, among Borrower, Cable Design
Technologies Corporation, Nordx/CDT, Inc., BankBoston, N.A., Paribas,
Paribas Bank of Canada, Bank of America NT & SA, Bank of America
Canada, and the Banks from time to time parties thereto (as such
agreement is amended, modified, or waived from time to time, the
"Existing Credit Agreement").
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b. Incorporation. As long as the Facility remains available or any
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Advance remains outstanding and except solely to the extent not
permitted by Section 7.12 of the Existing Credit Agreement: (i)
Borrower as of the date hereof hereby restates and makes directly to
ABN AMRO all of the representations and warranties made by Borrower
in the Credit Agreement (except to the extent that any such
representation or warranty may expressly relate solely to an earlier
date, and except to the extent that any Schedule submitted to ABN
AMRO by Borrower on or before the date hereof may modify any such
representation or warranty) and (ii) Borrower hereby makes and
restates directly to ABN AMRO, and promises and covenants to remain
in compliance with, all of the affirmative covenants set forth at
Section 6 of the Existing Credit Agreement and all of the negative
covenants set forth at Section 7 of the Existing Credit Agreement
which are applicable to Borrower, in each instance mutatis mutandis.
Accordingly: (A) except solely to the extent not permitted by Section
7.12 of the Existing Credit Agreement, all such representations,
warranties, and covenants are hereby incorporated herein and made a
part hereof as if all such representations, warranties, and covenants
were fully set forth herein and made directly by Borrower to ABN
AMRO, mutatis mutandis (collectively, the "Incorporated Provisions"),
and (B) Borrower shall provide to ABN AMRO all reports, financial
statements, notices, compliance certificates, and the like required
to be provided to any Agent or Lender under the Existing Credit
Agreement (to the extent not otherwise provided by Borrower directly
to ABN AMRO under the Existing Credit Agreement) as and when required
thereunder. In furtherance of the foregoing, the following
interpretive rules shall apply with respect to the Incorporated
Provisions as incorporated herein: (a) all references in the
Incorporated Provisions to the Agents (or any of them), to the
Lenders (or any of them), or to the Majority Lenders shall be deemed
to refer solely to ABN AMRO hereunder; (b) all references in the
Incorporated Provisions to Lender Debt, Loans, Revolving Loans,
Letters of Credit, or Commitments shall be deemed to refer solely to
the Facility established hereby and Advances hereunder; (c) all
references in the
Cable Design Technologies Inc.
December 14, 1998
Page 4
Incorporated Provisions to Loan Documents shall be deemed to refer
solely to the Loan Documents as defined herein; (d) all references in
the Incorporated Provisions to any Default or Event of Default shall
be deemed to refer solely to an Event of Default as defined herein;
and (e) references in the Incorporated Provisions to the Credit
Parties shall be deemed to refer solely to the Borrower and each
Guarantor hereunder.
c. Compliance. Upon the time that Borrower shall no longer be subject
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to Section 7.12 of the Existing Credit Agreement, Borrower hereby
agrees with ABN AMRO to remain in compliance with all affirmative and
negative covenants applicable to Borrower set forth in Sections 6 or
7 of the Existing Credit Agreement.
7. Representations, Warranties, and Covenants. Borrower hereby represents,
warrants, and covenants to Bank as follows:
(i) Borrower is and shall remain a corporation (A) that is wholly-owned by
Parent, and (B) in good standing under the laws of Washington, and Borrower
has and shall maintain the lawful power to engage in the business it
presently conducts and is and shall remain duly licensed and qualified, and
in good standing, in each jurisdiction where the nature of the business
transacted by it makes any such licensing or qualification necessary; (ii)
the execution, delivery, and performance hereof have been duly authorized
by all necessary corporate action, require no governmental approval, and
neither now nor hereafter shall contravene, conflict with, nor result in a
breach of any law, regulation, order, judgment, charter, certificate or
articles of incorporation, bylaws, or other organizational documents, or
any document, instrument or agreement governing or binding upon Borrower,
any Guarantor, or any of their property; (iii) as of the date hereof, there
exit no Liens (as such term is defined in the Existing Credit Agreement) on
any material property of the Borrower or any Guarantor (including on any
shares of stock or other ownership interests of Parent or any of its
subsidiaries), except as described on Schedule A hereto, (iv) the
obligations of Borrower and the Guarantors under the Loan Documents rank
and, subject to the proviso directly below, shall rank at least pari passu
in priority of payment with all other material Indebtedness (as such term
is defined in the Existing Credit Agreement) of any of Borrower and any
Guarantors, provided, however, that Borrower and Guarantors shall not be
required to provide Liens (in this clause, as such term is defined in the
Credit Agreement) to ABN AMRO to secure the obligations arising under the
Loan Documents to the extent not permitted by the Existing Credit Agreement
and, provided further, that Borrower shall, at the time any Lien is granted
to secure the obligations under the Existing Credit Agreement, endeavor,
but not be bound, to cause the Existing Credit Agreement to be
appropriately modified to permit such Liens to be granted to ABN AMRO, (v)
any U.S. party that becomes a Guarantor under (and as defined by) the
Existing Credit Agreement after the date hereof shall execute and deliver
to ABN AMRO a guaranty agreement substantially similar to that referred to
in Section 5.b.i. hereof, and (vi) Borrower, Parent, and their respective
subsidiaries have reviewed the areas within their business and operations
which could be adversely affected by, and have developed or shall develop a
program to address on a timely basis, the risk that computer applications
used by Borrower, Parent, and their respective subsidiaries may be unable
to recognize and perform properly date-sensitive functions involving
certain dates prior to, and any date on or after, December 31, 1999 (the
"Year 2000 Problem"), and Borrower, Parent, and their respective
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subsidiaries have made or shall make related appropriate inquiry of
material suppliers and vendors and, based on such review and program,
Borrower believes that the Year 2000 Problem will not have a material
adverse effect on Borrower, Parent, or any of their respective material
subsidiaries taken as a whole, and Borrower or its Parent is required to
publicly report on the Year 2000 Problem as it affects Borrower, Parent,
and their respective subsidiaries taken as a whole and shall continue to do
so.
Cable Design Technologies Inc.
December 14, 1998
Page 5
8. Events of Default.
a. If any Event of Default (hereinafter defined) shall occur, Bank may
(and, upon the occurrence of any Event of Default described in Clause
b.iii. below, Bank shall) (i) declare all obligations, indebtedness,
and liabilities arising under or in connection with any of the Loan
Documents of Borrower to Bank of whatever nature, whether contingent
or absolute, matured or unmatured (the "Obligations") to be forthwith
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due and payable without presentment, demand, protest, or any other
notice or demand of any kind, all of which are hereby expressly waived
by Borrower, (ii) refuse to make any Advance, and (iii) require
Borrower to, and Borrower thereupon shall, make payment, without
presentment, demand, protest, or any other notice or demand of any
kind, all of which are hereby expressly waived by Borrower, of all
Obligations; and, Bank may do all other things provided for by law or
equity or by any agreement between Borrower and Bank to enforce its
rights hereunder and under any other Obligation of Borrower to Bank
and to collect all amounts owing to Bank by Borrower.
b. Each of the following shall be an "Event of Default" hereunder:
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i. the non-payment when due of any of the principal amount of the
Obligations; or the non-payment for more than three (3) Business
Days after the date when due of any other amount of the
Obligations; or, Borrower or any Guarantor shall fail to comply
with, or there shall occur a breach of, any other agreement,
term, covenant, or condition of this Agreement or any other Loan
Document (including any of the Incorporated Provisions) and such
failure to comply therewith or breach thereof shall continue for
thirty (30) days after notice thereof has been provided by ABN
AMRO to Borrower, except that no such grace period shall apply to
a failure to comply with, or a breach of, any of Sections 6.1,
6.3, 6.6 through 6.10, 6.13, 6.15, and Section 7 (as such
enumerated provisions are incorporated herein in the form of
Incorporated Provisions) of the Existing Credit Agreement (to the
extent that Section 7.12 of the Existing Credit Agreement permits
the incorporation of such Sections herein); or any representation
or warranty made by Borrower or any other Guarantor in this
Agreement or any other Loan Document (including any
representation or warranty incorporated herein as an Incorporated
Provision) shall prove to be incorrect, false, or misleading in
any material respect when made or when deemed made;
ii. The payment of any indebtedness of Borrower or of any obligation
of any Guarantor, in either case arising under the Existing
Credit Agreement or any document, instrument, guaranty, or
agreement relating thereto, shall be accelerated by the holders
thereof prior to the stated maturity thereof;
iii. the failure of the Borrower or any Guarantor to generally pay its
debts (other than with respect to such debt as is addressed in
Clause (ii) directly above) as they become due; or, the admission
in writing by Borrower or any Guarantor of its inability to pay
its debts as they come due generally; or, Borrower's or any
Guarantor's insolvency, liquidation, winding up, reorganization,
arrangement, adjustment, protection from creditors, relief, or
composition of its debts, under any laws relating to bankruptcy,
insolvency or reorganization; or, the seeking of the entry of an
order for relief or the appointment of a receiver, trustee or
other similar official for the Borrower or any Guarantor or for
any substantial part of any of their respective property in a
bankruptcy or similar proceeding; or, the taking of any action by
the Borrower or any Guarantor to authorize any of the foregoing.
Cable Design Technologies Inc.
December 14, 1998
Page 6
9. General Provisions. (a) Bank and Borrower shall execute and deliver or
cause to be executed and delivered such further instruments or documents
and do or cause to be done such further acts as may be reasonably necessary
or proper to carry out more effectively the provisions and purposes of this
Agreement; (b) all notices, requests, and demands hereunder shall be
provided in a commercially reasonable manner including by telecopier; and
shall be deemed to have been given at the date and time when received at
the address or telecopier number, as the case may be, set forth below
adjacent to the respective signature of Borrower or Bank, and Bank shall be
entitled to rely on the authority of any individual, reasonably believed by
ABN AMRO to be authorized by Borrower, transmitting or executing a telecopy
facsimile purportedly on behalf of Borrower; (c) as used herein, the
singular shall include the plural and vice versa, the words "hereby,"
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"hereof," "herein," "hereunder," and words of similar import shall refer to
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this Agreement as a whole, and the word "including" is not a term of
limitation and means "including without limitation"; (d) Borrower shall pay
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and indemnify Bank for, and hold it harmless from and against, any and all
obligations, liabilities, losses, damages, costs, expenses (including
costs, disbursements, and reasonable legal fees of counsel to Bank),
penalties, judgments, suits, actions, claims, and disbursements imposed on,
asserted against, or incurred by Bank (i) relating to the preparation,
negotiation, execution, administration, or enforcement of or collection
under this Agreement or any other Loan Document, including in any
bankruptcy proceeding; (ii) relating to any amendment, modification,
waiver, or consent thereunder or hereunder or relating to any telecopy
transmission purporting to be by or from Borrower; (iii) in any way
relating to or arising out of any Loan Document or any action taken or
omitted to be taken by Bank hereunder or thereunder; (iv) arising directly
or indirectly from the activities of Borrower or any subsidiary or
affiliate of Borrower or any officers, directors, employees, or agents of
Borrower, any predecessor, subsidiary, or affiliate of Borrower, or any
third party with whom Borrower has or has had a contractual relationship;
or (v) arising directly or indirectly from the violation or asserted
violation of any environmental protection, health, labor, import, export,
or safety law or regulation of any jurisdiction and regardless whether any
such claims are asserted by any governmental entity or any other person or
entity, except to the extent that any of the foregoing in this Clause (d)
is caused by the gross negligence or willful misconduct of Bank; (e) this
Agreement shall be binding upon and inure to the benefit of Bank and
Borrower, and their respective successors and assigns, except that Borrower
may not assign or delegate any of its rights or obligations hereunder
without the prior written consent of Bank; (f) Borrower hereby authorizes
Bank, from time to time without notice to Borrower, to provide any
information pertaining to the financial condition, business operations, or
creditworthiness of Borrower to or at the direction of any governmental
authority as required by such authority, to the subsidiaries and affiliates
of Bank, and to any of its or their directors, officers, employees,
auditors, and professional advisors who need such information in connection
with the Loan Documents, to any person or entity which in the ordinary
course of its business makes credit reference inquiries, to any person or
entity which may succeed to or participate in all or part of Bank's
interest hereunder, and as may be necessary or advisable for the
preservation of Bank's rights hereunder; (g) this Agreement shall be
subject to the internal laws of the Commonwealth of Pennsylvania without
regard to conflict of laws principles; (h) all covenants, agreements,
representations, and warranties made or incorporated herein are material
and shall be deemed to have been relied upon by Bank and shall survive the
execution hereof and all covenants and agreements of Borrower relating to
the payment of costs, expenses, or indemnification shall survive payment in
full of the Obligations; (i) section and other headings contained in this
Agreement are for reference purposes only and shall not control or affect
the construction of this Agreement or the interpretation hereof in any
respect; (j) no modification or waiver with respect to this Agreement or
any document related hereto shall be effective unless it is in a writing
executed by Borrower and Bank, and a waiver by Bank on any one occasion
shall not be a waiver of the same or any other right or remedy of Bank on
any future occasion, and the rights and remedies of Bank as provided herein
or in any other documents related hereto are cumulative and not exclusive
of any of the other rights or remedies provided therein or by law or equity
and all such rights and remedies may be exercised in any order, singularly
or in any combination or successively; (k) any reference herein to this
Agreement or any other Loan Document shall be deemed to refer to any and
all amendments, modifications, extensions, renewals, and the like thereof;
(l) if any provision of any Loan Document shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such provision
shall
Cable Design Technologies Inc.
December 14, 1998
Page 7
as to such jurisdiction be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or
enforceability thereof in any other jurisdiction or of the remaining
provisions hereof in any jurisdiction; (m) this Agreement may be executed
in any number of separate counterparts, each of which when so executed and
delivered shall be an original, and all such counterparts shall together
constitute one and the same instrument; and (n) telecopy transmission to
Bank of signature pages of this Agreement and any of the other Loan
Documents purporting to be signed on behalf of Borrower shall constitute
effective and binding execution and delivery hereof and of such Loan
Documents by Borrower. The rights of the Bank under this Section are in
addition to other rights and remedies which the Bank may have.
10. Consent to Jurisdiction; Waiver of Jury Trial.
a. Consent to Jurisdiction. Each of Borrower and ABN AMRO hereby
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irrevocably submits to the jurisdiction of any Pennsylvania state or
federal court sitting in Pittsburgh, Pennsylvania, in any action or
proceeding arising out of or relating to this Agreement or any other
Loan Document, and each of Borrower and Bank hereby irrevocably agrees
that all claims in respect of such action or proceeding may be heard
and determined in such Pennsylvania state or federal court. Each of
Borrower and ABN AMRO hereby irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the
maintenance of any such action or proceeding. Each of Borrower and ABN
AMRO hereby agree that service of copies of a summons and complaint
and any other process in any action or proceeding may be made by
mailing or delivering a copy of such process to such party at its
address set forth herein. Each of Borrower and ABN AMRO agree that a
final judgment in any action or proceeding shall be conclusive and may
be enforced in other jurisdictions (or political subdivisions thereof)
by suit on the judgment or in any other manner provided by Law.
b. Non-exclusive Jurisdiction. Nothing in this Agreement shall affect
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the right of either party hereto to serve legal process in any other
manner permitted by law or affect the right of either party hereto to
bring any action or proceeding against the other or any of its
property in the courts of any other jurisdictions.
c. Waiver of Jury Trial. EXCEPT AS PROHIBITED BY LAW, EACH PARTY HEREBY
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WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY OF THE
OTHER DOCUMENTS OR TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN; each
party hereby acknowledges and agrees that the foregoing waiver is a
material inducement to its execution of this Agreement and the other
Loan Documents.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Cable Design Technologies Inc.
December 14, 1998
Page 8
If Borrower is in agreement with the foregoing terms and conditions, please
complete and sign below this Agreement and return it to our attention.
ABN AMRO BANK N.V.
By:
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Name:
Title:
By:
--------------------------------------
Name:
Title:
with a copy to:
ABN AMRO Bank N.V. ABN AMRO Bank N.V.
208 S. LaSalle Street, Suite 1500 One PPG Place, Suite 2950
Chicago, IL 60604-1003 Pittsburgh, PA 15222-5401
Attn: Loan Administration Attn: Christopher S. Helmeci
Phone: 312-992-5151 Phone: 412-566-2250
Fax: 312-992-5156 Fax: 412-566-2266
For Financial Information:
ABN AMRO Bank N.V.
208 S. LaSalle Street
Chicago, IL 60604
Attn: Kenneth Keck
Phone: 312-992-5134
Fax: 312-992-5111
ACCEPTED AND AGREED
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All of the foregoing representations and warranties of Cable Design
Technologies Inc., are hereby made and all of the foregoing terms and conditions
are hereby agreed to and accepted as of this 14th day of December, 1998, with
the intent to be legally bound hereby.
CABLE DESIGN TECHNOLOGIES INC.
By: (SEAL)
Name:
Title:
Cable Design Technologies Inc.
Foster Plaza 7
661 Andersen Dr.
Pittsburgh, Pennsylvania 15220
Telecopier No: 412 937 9690