THIRD AMENDMENT TO TERM LOAN AGREEMENT
THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT ("Amendment") dated as of
November 7, 1995, by and between AMSC SUBSIDIARY CORPORATION, a Delaware
corporation ("Borrower"), with offices at 00000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxxxxx 00000, and NTFC CAPITAL CORPORATION, a Delaware corporation (formerly
known as Northern Telecom Finance Corporation) ("Lender"), with offices at 000
Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxx 00000.
BACKGROUND:
A. Borrower and Lender executed that certain Term Loan Agreement dated as
of May 28, 1993, as amended by the First Amendment to Term Loan Agreement dated
as of April 8, 1994 and that Second Amendment to Term Loan Agreement dated as of
August 1, 1995, (as so amended, the "Original Loan Agreement") providing for
certain loans to be made to Borrower by Lender (the "Loans").
B. Borrower has requested Lender to change certain financial covenants in
the Original Loan Agreement, and Lender is willing to make such changes, on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms used herein which are not otherwise
defined shall have the meanings given to such terms in the Original Loan
Agreement, as amended hereby.
2. Amendment to Section 6.10. Section 6.10 of the Original Loan Agreement
is hereby amended to read in its entirety as follows:
6.10 Leverage Ratio. Borrower shall not permit at any time after
September 30, 1996, the ratio of (a) Total Senior Funded Debt as at the end
of any fiscal quarter described below to (b) the sum of (i) EBITDA for the
six-month period ending on the last day of such fiscal quarter, annualized,
plus (ii) any new cash equity received by Borrower during such period, to
exceed the ratio set forth opposite such fiscal quarter below (there being
no restriction pursuant to this Section 6.10 prior to September 30, 1996):
Fiscal Quarter Ending Maximum Ratio
9/30/96 through 3/31/97 13 to 1
6/30/97 through 3/31/98 8 to 1
6/30/98 and thereafter 4 to 1
3. Representations and Warranties of Borrower. The Borrower represents and
warrants to Lender that the Borrower has not executed any other deeds of trust,
mortgages, security agreements or financing statements in favor of any other
person or entity affecting the Collateral; that no person or entity has any
rights to claim a lien upon the Collateral superior to the lien of Lender; that
no Default or Event of Default has occurred under the Original Loan Agreement;
and that no event has occurred and no claim, offset or other condition exists
which would relieve the Borrower of any of its obligations to Lender under the
Original Loan Agreement or other documents executed by the Borrower in
connection therewith.
4. Lender's Fees and Expenses. Borrower shall pay to Lender on demand, all
costs and expenses, including reasonable legal fees, incurred by Lender in
connection with preparation, negotiation, execution or implementation of this
Amendment.
5. Full Force and Effect. Except as specifically modified herein, the
Original Loan Agreement shall continue in full force and effect as written, and
nothing herein is intended to, nor shall it, release, diminish or waive the
rights of the parties under the Original Loan Agreement, the Note or the other
Loan Documents.
6. Counterparts. This amendment may be executed in any number of
counterparts (by facsimile transmission or otherwise) and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original, but all such counterparts shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, this Third Amendment to Term Loan Agreement has been
executed as of the day first above written by the parties' authorized
representatives.
LENDER: BORROWER:
NTFC CAPITAL CORPORATION AMSC SUBSIDIARY CORPORATION
By: /s/_______________________ By: /s/ Xxxxx X. Xxxxxx
Title: _______________________ Title: Vice President & Chief Financial Officer
