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Exhibit 10(bf)
SEVENTH AMENDMENT TO SECOND AMENDED
AND RESTATED LOAN AGREEMENT
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This Amendment dated as of June 30, 1996, between Defiance, Inc., a
Delaware corporation, ("Company"), and Comerica Bank, a Michigan banking
corporation, successor in interest by reason of merger to Manufacturers Xxxx,
X,X. ("Bank"),
RECITALS:
A. Company and Bank entered' into a Second Amended and Restated Loan
Agreement dated July 29, 1994, which was amended by a First Amendment to Amended
and Restated Loan Agreement dated May 31, 1995, a Second Amendment to Amended
and Restated Loan Agreement dated as of August 2, 1995, a Third Amendment to
Amended and Restated Loan Agreement dated October 25, 1995, a Fourth Amendment
to Amended and Restated Loan Agreement dated December 31, 1995, a Fifth
Amendment to Amended and Restated Loan Agreement dated June 30, 1996, and a
Sixth Amendment to Amended and Restated Loan Agreement dated as of August 19,
1996 ("Agreement").
B. Company and Bank desire further to amend the Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Section 9.13 of the Agreement is amended to read in its entirety
as follows:
"9.13 Maintain at all times an Interest Ratio of not less
than the following amounts during the periods specified below:
June 30, 1996 through September 30, 1996 2.4 to 1.0
October 1, 1996 through June 29, 1997 3.0 to 1.0
June 30, 1997 and thereafter 4.0 to 1.0"
2. Section 9,15 of the Agreement is amended to read in its entirety
as follows:
"9.15 Maintain at all times a Consolidated Tangible Net
Worth of not less than the following amounts during the periods
specified below:
June 30, 1996 through September 30, 1996 $28,000,000
October 1. 1996 through December 31, 1996 $29,000,000
January 1, 1997 and thereafter $30,000,000"
3. Upon execution hereof by Company and Bank and execution of the
Acknowledgment below by each of the Guarantors (as defined in the Agreement),
this Amendment shall be effective as of June 30, 1996.
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4. Company hereby represents and warrants that, after giving effect
to the amendments contained herein, (a) execution, delivery and performance of
this Amendment and any other documents and instruments required under this
Amendment or the Agreement are within Company's corporate powers, have been
duly authorized, are not in contravention of law or the terms of Company's
Certificate of Incorporation or Bylaws, and do not require the consent or
approval of any governmental body, agency, or authority, and this Amendment
and any other documents and instruments required under this Amendment or the
Agreement, will be valid and binding in accordance with their terms; (b) the
continuing representations and warranties of Company set forth in Sections 8.1
through 8.5 and 8.7 through 8.14 of the Agreement are true and correct on and
as of the date hereof with the same force and effect as made on and as of the
date hereof; (c) the continuing representations and warranties of Company set
forth in Section 8.6 of the Agreement are true and correct as of the date
hereof with respect to the most recent financial statements furnished to the
Bank by Company in accordance with Section 9.1 of the Agreement; and (d) no
event of default, or condition or event which, with the giving of notice or
the running of time, or both, would constitute an event of default under the
Agreement, has occurred and is continuing as of the date hereof.
5. Except as expressly modified hereby all of the terms and
conditions of the Agreement remain in full force and effect.
WITNESS the due execution hereof on the day and year first written
above.
COMERICA BANK DEFIANCE, INC.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Its: Vice President Its: Treasurer
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Acknowledgement
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The undersigned guarantors acknowledge and consent to the foregoing
Amendment and waiver and ratify and confirm their respective obligations under
the Guaranty Agreements dated February 5, 1993, which Guaranty Agreements
remain in full force and effect.
DEFIANCE TESTING & ENGINEERING DEFIANCE PRECISION PRODUCTS,
SERVICES, INC., F/K/A SMTC INC.
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Its: Treasurer Its: Treasurer
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DRAFTLINE ENGINEERING COMPANY HY-FORM PRODUCTS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
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Its: Treasurer Its: Treasurer
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BINDERLINE DEVELOPMENT, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its: Treasurer
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