SEVENTH AMENDMENT TO CREDIT AGREEMENT
SEVENTH
AMENDMENT TO CREDIT AGREEMENT
SEVENTH
AMENDMENT, dated as of April 27, 2009 (this “Amendment”), to the
Credit Agreement referred to below by and among MEASUREMENT SPECIALTIES, INC., a
New Jersey corporation (“Borrower”); the other
parties signatory thereto as US Credit Parties; the Lenders party thereto (the
“Lenders”);
WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”),
JPMORGAN CHASE BANK, N.A., as Documentation Agent (the “Documentation
Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware
corporation, as agent for the Lenders (in such capacity, “Agent”).
WITNESSETH
WHEREAS, Borrower, the other
US Credit Parties signatory thereto, Lenders, Syndication Agent, Documentation
Agent, and Agent are parties to that certain Amended and Restated Credit
Agreement, dated as of April 3, 2006 (as amended, restated, supplemented or
otherwise modified prior to the date hereof, the “Credit Agreement”);
and
WHEREAS, Borrower, Agent and
Requisite Lenders have agreed to amend the Credit Agreement in the manner, and
on the terms and conditions, provided for herein.
NOW THEREFORE, in
consideration of the premises and for other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, Borrower,
Agent and Requisite Lenders hereby agree as follows:
1. Definitions. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement or Annex A thereto, in
each case, as amended hereby.
2. Amendment to Section 1.5 of
the Credit Agreement. As of the Seventh Amendment Effective
Date, Section 1.5(a)
of the Credit Agreement is hereby amended and restated in its entirety to read
as follows:
“(a) Borrower
shall pay interest to Agent, for the ratable benefit of Lenders in accordance
with the various Loans being made by each Lender, in arrears on each applicable
Interest Payment Date, at the following rates: (i) with respect to the Revolving
Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per
annum or, at the election of Borrower, the applicable LIBOR Rate plus the
Applicable Revolver LIBOR Margin per annum, based on the aggregate Revolving
Credit Advances outstanding from time to time; and (ii) with respect to the Term
Loan, the Index Rate plus the Applicable Term Loan Index Margin per annum or, at
the election of Borrower, the applicable LIBOR Rate plus the Applicable Term
Loan LIBOR Margin per annum.
As of
April 1, 2009 the Applicable Margins are as follows:
Applicable
Revolver Index Margin
|
2.50%
|
|
Applicable
Revolver LIBOR Margin
|
4.00%
|
|
Applicable
Term Loan Index Margin
|
2.50%
|
|
Applicable
Term Loan LIBOR Margin
|
4.00%
|
|
Applicable
L/C Margin
|
4.00%
|
The
Applicable Margins may be adjusted by reference to the following grids:
If Senior Leverage Ratio
is:
|
Level
of
Applicable Margins:
|
|
≤
1.75:1.00
|
Level
I
|
|
1.75:1:00
> and ≤ 3.50:1:00
|
Level
II
|
|
>
3.50:1:00
|
Level
III
|
Applicable Margins
|
||||||||||||
Level I
|
Level II
|
Level III
|
||||||||||
Applicable
Revolver Index Margin
|
2.00 | % | 2.50 | % | 3.00 | % | ||||||
Applicable
Revolver LIBOR Margin
|
3.50 | % | 4.00 | % | 4.50 | % | ||||||
Applicable
Term Loan Index Margin
|
2.00 | % | 2.50 | % | 3.00 | % | ||||||
Applicable
Term Loan LIBOR Margin
|
3.50 | % | 4.00 | % | 4.50 | % | ||||||
Applicable
L/C Margin
|
3.50 | % | 4.00 | % | 4.50 | % |
Adjustments
in the Applicable Margins commencing with the Fiscal Quarter ending June 30,
2009 shall be implemented quarterly on a prospective basis, for each calendar
month commencing not more than five (5) days after the date of delivery to
Lenders of the quarterly unaudited or annual audited (as applicable) Financial
Statements evidencing the need for an adjustment. Concurrently with
the delivery of those Financial Statements, Borrower shall deliver to Agent and
Lenders a certificate, signed by its chief financial officer, setting forth in
reasonable detail the basis for the continuance of, or any change in, the
Applicable Margins. Failure to timely deliver such Financial
Statements shall, in addition to any other remedy provided for in this
Agreement, result in an increase in the Applicable Margins to the highest level
set forth in the foregoing grid, until the first day of the first calendar month
following the delivery of those Financial Statements demonstrating that such an
increase is not required. If an Event of Default has occurred and is
continuing at the time any reduction in the Applicable Margins is to be
implemented, that reduction shall be deferred until the first day of the first
calendar month following the date on which such Event of Default is waived or
cured.”
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3. Amendment to Section 1.9(b)
of the Credit Agreement. As of the Seventh Amendment Effective
Date, Section 1.9(b)
of the Credit Agreement is hereby amended by deleting “three-eighths of one
percent (0.375%)” where it appears therein and substituting in lieu thereof
“five-tenths of one percent (0.50%)”.
4. Amendment to Section 6.1 of
the Credit Agreement. As of the Seventh Amendment Effective
Date, Section 6.1 of
the Credit Agreement is hereby amended by deleting “subject to the satisfaction
of each of the following conditions” where it appears in the second sentence
thereof and substituting in lieu thereof the following:
“; provided that, (i) no
Permitted Acquisition shall be permitted to be consummated during the period
beginning April 1, 2009 through and including March 31, 2010 and (ii) each
Permitted Acquisition shall be subject to the satisfaction of each of the
following conditions:”
5. Amendments to Annex A of the
Credit Agreement.
(a) As
of the Seventh Amendment Effective Date, Annex A of the Credit
Agreement is hereby amended by inserting the following new definitions in
alphabetical order therein:
“‘Capex Amount’ means,
for any 12-month period, an amount equal to 30%
of the EBITDA of Borrower and its Subsidiaries (on a consolidated basis) for
such 12-month period.”
“‘Seventh Amendment’
means that certain Seventh Amendment to Credit Agreement, dated as of April 27,
2009, among Borrower, the US Credit Parties, the Lenders party thereto and
Agent.”
“‘Seventh Amendment –
Amendment Fee’ means the Amendment Fee (as such term is defined in the
Seventh Amendment).”
“‘Seventh Amendment Effective
Date’ means April 27, 2009.”
(b) As
of the Seventh Amendment Effective Date, the definition of “Commitments” set
forth in Annex
A of the Credit Agreement is hereby amended by deleting “One Hundred
Thirty-Seven Million Five Hundred Thousand Dollars ($137,500,000) on the Fourth
Amendment Effective Date” where it appears therein and substituting in lieu
thereof “One Hundred Four Million Dollars ($104,000,000) on the Seventh
Amendment Effective Date”.
(c) As
of the Seventh Amendment Effective Date, the definition of “EBITDA” set forth in
Annex A of the
Credit Agreement is hereby amended by renumbering clause (c)(viii) to be clause
(c)(ix) and by inserting immediately prior to such renumbered clause (c)(ix) the
following:
3
“(viii)
for the Fiscal Quarter ending June 30, 2009 a one-time charge in an amount equal
to the Seventh Amendment – Amendment Fee,”
(d) As
of the Seventh Amendment Effective Date, the definition of “Index Rate” set forth
in Annex A of
the Credit Agreement is hereby amended and restated in its entirety as
follows:
“‘Index Rate’ means,
for any day, a rate per annum equal to the highest of (a) the rate last quoted
by The Wall Street
Journal as the “US Prime Rate” in the United States or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate
published by the Federal Reserve Board in Federal Reserve Statistical Release
H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such
rate is no longer quoted therein, any similar rate quoted therein (as determined
by Agent) or any similar release by the Federal Reserve Board (as determined by
Agent), (b) the sum of
(x) the Federal Funds Rate, plus (y) 3% per annum, and (c) the sum of (x)
the LIBOR Rate, for a LIBOR Period of three months, plus (y) the excess of the
Applicable Margin for LIBOR Loans over the Applicable Margin for Index Rate
Loans, in each instance, as of such day. Any change in the Index Rate
due to a change in any of the foregoing shall be effective on the effective date
of such change in the applicable interest rate referred to in clause (a), (b) or
(c) above.”
(e) As
of the Seventh Amendment Effective Date, the definition of “LIBOR Rate” set forth
in Annex A of
the Credit Agreement is hereby amended and restated in its entirety as
follows:
“‘LIBOR Rate’ means,
for any day, a rate per annum equal to the offered rate per annum for deposits
of Dollars for a LIBOR Period of three months (notwithstanding which LIBOR
Period is selected) that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M.
(London, England time) two (2) Business Days prior to the first day in such
LIBOR Period. If no such offered rate exists, such rate will be the
rate of interest per annum, as determined by the Agent (rounded upwards, if
necessary, to the nearest 1/100 of 1%), at which deposits of Dollars in
immediately available funds are offered at 11:00 A.M. (London, England time) two
(2) Business Days prior to the first day in the applicable LIBOR Period by major
financial institutions reasonably satisfactory to the Agent in the London
interbank market for a LIBOR Period of three months (notwithstanding which LIBOR
Period is selected) and for an amount equal or comparable to the principal
amount of the Loans to be borrowed, converted or continued as LIBOR Loans on
such date of determination.”
4
(f) As
of the Seventh Amendment Effective Date, the definition of “Revolving Loan
Commitment” set forth in Annex A of the Credit
Agreement is hereby amended by deleting “One Hundred Twenty-One Million Dollars
($121,000,000) on the Fourth Amendment Effective Date” where it appears therein
and substituting in lieu thereof “Ninety Million Dollars ($90,000,000) on the
Seventh Amendment Effective Date”.
6. Amendments to Annex G of the
Credit Agreement.
(a) As
of the Seventh Amendment Effective Date, clause (a) of Annex G of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“(a) Maximum Capital
Expenditures. Borrowers and their Subsidiaries on a
consolidated basis shall not make Capital Expenditures during the following
periods that exceed in the aggregate the amounts set forth opposite such periods
(provided that for the three (3) Fiscal Years ended March 31, 2009, Borrower may
exclude up to $10,000,000, in the aggregate for such three Fiscal Year period,
in Capital Expenditures related to the construction of a new manufacturing
facility in ShenZhen, China):
Period
|
Maximum Capital Expenditures
per
Period
|
|
Fiscal
Year ending March 31, 2007
|
35%
of the EBITDA of Borrower and its Subsidiaries on a consolidated basis for
such Fiscal Year
|
|
Fiscal
Year ending March 31, 2008
|
30%
of the EBITDA of Borrower and its Subsidiaries on a consolidated basis for
such Fiscal Year
|
|
Fiscal
Year ending March 31, 2009
|
The
greater of (i) $9,448,000 and (ii) the Capex Amount for the 12-month
period ending March 31, 2009
|
|
July
1, 2008 through June 30, 2009
|
The
greater of (i) $7,829,000 and (ii) the Capex Amount for the 12-month
period ending June 30, 2009
|
|
October
1, 2008 through September 30, 2009
|
The
greater of (i) $6,541,000 and (ii) the Capex Amount for the 12-month
period ending September 30, 2009
|
|
January
1, 2009 through December 31, 2009
|
The
greater of (i) $7,978,000 and (ii) the Capex Amount for the 12-month
period ending December 31, 2009
|
|
Fiscal
Year ending March 31, 2010
|
The
greater of (i) $8,758,000 and (ii) the Capex Amount for the 12-month
period March 31,
2010
|
5
Fiscal
Year ending March 31, 2011 and for each Fiscal Year ending
thereafter
|
30%
of the EBITDA of Borrower and its Subsidiaries on a consolidated basis for
such Fiscal Year
|
provided, however, that the
applicable Capex Amount for each period set forth above shall only be available
to the Borrower and its Subsidiaries if, after giving effect to the making of
Capital Expenditures in an amount equal to such Capex Amount, the Fixed Charge
Coverage Ratio of Borrower and its Subsidiaries (on a consolidated basis) for
such period is equal to or greater than 1.20:1.00.”
(b) As
of the Seventh Amendment Effective Date, clause (b) of Annex G of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“(b) Minimum Fixed Charge
Coverage Ratio. Borrower and its Subsidiaries shall have on a
consolidated basis at the end of each Fiscal Quarter set forth below, a Fixed
Charge Coverage Ratio for the 12-month period then ended of not less than the
following:
Fiscal Quarter Ending
|
Minimum Fixed Charge
Coverage Ratio
|
|
June
30, 2006 and for each Fiscal Quarter ending thereafter through and
including the Fiscal Quarter ending March 31, 2009
|
1.20:1.00
|
|
June
30, 2009
|
1.10:1.00
|
|
September
30, 2009
|
1.00:1.00
|
|
December
31, 2009
|
1.15:1.00
|
|
March
31, 2010 and for each Fiscal Quarter ending thereafter
|
1.20:1.00”
|
(c) As
of the Seventh Amendment Effective Date, clause (c) of Annex G of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“(c) Minimum
EBITDA. Borrower and its Subsidiaries on a consolidated basis
shall have, at the end of each Fiscal Quarter set forth below, EBITDA for the
12-month period then ended of not less than the following:
6
Fiscal Quarter Ending
|
Minimum EBITDA
|
|||
June
30, 2006 and for each Fiscal Quarter ending thereafter through and
including the Fiscal Quarter ending December 31, 2008
|
$ | 30,000,000 | ||
March
31, 2009
|
$ | 29,000,000 | ||
June
30, 2009
|
$ | 21,400,000 | ||
September
30, 2009
|
$ | 16,600,000 | ||
December
31, 2009
|
$ | 19,100,000 | ||
March
31, 2010
|
$ | 24,750,000 | ||
June
30, 2010 and for each Fiscal Quarter ending thereafter
|
$ | 30,000,000” |
(d) As
of the Seventh Amendment Effective Date, clause (d) of Annex G of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
“(d) Maximum Total Leverage
Ratio. Borrower and its Subsidiaries on a consolidated basis
shall have, at the end of each Fiscal Quarter set forth below, a Total Leverage
Ratio as of the last day of such Fiscal Quarter of not more than the
following:
Fiscal Quarter Ending
|
Maximum Total
Leverage Ratio
|
|
June
30, 2006 and for each Fiscal Quarter ending thereafter through and
including the Fiscal Quarter ending March 31, 2009
|
3.25:1.00
|
|
June
30, 2009
|
4.00:1.00
|
|
September
30, 2009
|
5.00:1.00
|
|
December
31, 2009
|
4.25:1.00
|
|
March
31, 2010 and for each Fiscal Quarter ending thereafter
|
3.25:1.00”
|
7. Amendment to Annex J of the
Credit Agreement. As of the Seventh Amendment Effective Date,
Annex J of the
Credit Agreement is hereby amended by deleting it in its entirety and replacing
it with Exhibit
A hereto.
8. Amendment to Disclosure
Schedule (3.8) to the Credit Agreement. As of the Seventh
Amendment Effective Date, Disclosure Schedule
(3.8) to the Credit Agreement is hereby amended and restated by deleting
such Disclosure
Schedule 3.8 delivered on the Closing Date in its entirety and inserting
the Disclosure
Schedule 3.8 attached hereto as Exhibit B in lieu
thereof.
7
9. Remedies. This
Amendment shall constitute a Loan Document. The breach by any Credit
Party of any representation, warranty, covenant or agreement in this Amendment
shall constitute an immediate Event of Default hereunder and under the other
Loan Documents.
10. Representations and
Warranties. To induce Agent and Lenders to enter into this
Amendment, Borrower makes the following representations and warranties to Agent
and Lenders:
(a) The
execution, delivery and performance of this Amendment and the performance of the
Credit Agreement as amended by this Amendment (the “Amended Credit
Agreement”) by each US Credit Party (i) are within such US Credit Party’s
organizational power; (ii) have been duly authorized by such US Credit Party by
all necessary or proper organizational and shareholder or membership action;
(iii) do not contravene any provision of any US Credit Party’s charter or bylaws
or equivalent organizational or other constituent documents; (iv) do not violate
any law or regulation, or any order or decree of any court or Governmental
Authority; (v) do not conflict with or result in the breach or termination of,
constitute a default under or accelerate or permit the acceleration of any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which any US Credit Party is a party or by
which any US Credit Party or any of its property is bound; (vi) do not result in
the creation or imposition of any Lien upon any of the property of any US Credit
Party other than those in favor of Agent, on behalf of itself and the Lenders,
pursuant to the Loan Documents; and (vii) do not require the consent or approval
of any Governmental Authority or any other Person.
(b) This
Amendment has been duly executed and delivered by or on behalf of Borrower and
each other US Credit Party.
(c) Each
of this Amendment, the Amended Credit Agreement and the other Loan Documents
constitutes a legal, valid and binding obligation of Borrower and each of the
other US Credit Parties party hereto or thereto, enforceable against each in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
(d) No
Default or Event of Default has occurred and is continuing both immediately
prior to and after giving effect to this Amendment.
(e) No
action, claim or proceeding is now pending or, to the knowledge of any US Credit
Party, threatened against Borrower or any other Credit Party, at law, in equity
or otherwise, before any court, board, commission, agency or instrumentality of
any federal, state, or local government or of any agency or subdivision thereof,
or before any arbitrator or panel of arbitrators, which (i) challenges
Borrower’s or, to the extent applicable, any other Credit Party’s right, power,
or competence to enter into this Amendment or perform any of their respective
obligations under this Amendment, the Amended Credit Agreement or any other Loan
Document, or the validity or enforceability of this Amendment, the Amended
Credit Agreement or any other Loan Document or any action taken under this
Amendment, the Amended Credit Agreement or any other Loan Document or (ii) if
determined adversely, is reasonably likely to have or result in a Material
Adverse Effect. To the knowledge of Borrower, there does not exist a
state of facts which is reasonably likely to give rise to such
proceedings.
8
(f) After
giving effect to this Amendment, the representations and warranties of Borrower
and the other Credit Parties contained in the Amended Credit Agreement and each
other Loan Document are true and correct on and as of the Seventh Amendment
Effective Date with the same effect as if such representations and warranties
had been made on and as of such date, except that any such representation or
warranty which is expressly made only as of a specified date need be true only
as of such date.
11. No Other
Amendments. Except as expressly provided herein, the Credit
Agreement and the other Loan Documents shall be unmodified and shall continue to
be in full force and effect in accordance with their terms. This
Amendment shall not be deemed a waiver of any term or condition of any Loan
Document and shall not be deemed to prejudice any right or rights which Agent,
for itself and Lenders, may now have or may have in the future under or in
connection with any Loan Document or any of the instruments or agreements
referred to therein, as the same may be amended from time to time.
12. Continuation of Obligations
and Liens. Each of the Borrower and the other US Credit
Parties hereby acknowledges, agrees and affirms (a) its obligations under the
Credit Agreement and the other Loan Documents, including, without limitation,
its guaranty obligations thereunder, (b) that such guaranty shall apply to all
Obligations, (c) the grant of the security interest in all of its assets
pursuant to the Loan Documents and (d) that such liens and security interests
created and granted are valid and continuing and secure all the
Obligations.
13. Outstanding Indebtedness;
Waiver of Claims. Each of Borrower and the other US Credit
Parties hereby acknowledges and agrees that as of April 23, 2009 the aggregate
outstanding principal amount of the Revolving Loan is $71,433,101.52 and the
aggregate outstanding principal amount of the Term Loan is $14,000,000,
respectively, and that such principal amounts are payable pursuant to the Credit
Agreement without defense, offset, withholding, counterclaim or deduction of any
kind. Borrower and each other US Credit Party hereby waives,
releases, remises and forever discharges Agent, Lenders and each other
Indemnified Person from any and all claims, suits, actions, investigations,
proceedings or demands, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law of any kind
or character, known or unknown, which Borrower or any other Credit Party ever
had, now has or might hereafter have against Agent or any Lender which relates,
directly or indirectly, to any acts or omissions of Agent, Lenders or any other
Indemnified Person on or prior to the Seventh Amendment Effective
Date.
9
14. Fees and
Expenses.
(a) Amendment
Fee. Borrower hereby agrees to pay to Agent (i) an amendment
fee for the benefit of each Lender executing this Amendment in an amount equal
to 0.75% of such executing Lender’s Commitments (as such term is amended
pursuant to this Amendment) (collectively for all such executing Lenders, the
“Amendment
Fee”) and (ii) any other fees and expenses payable to Agent or Lenders,
all of which shall be fully earned, due and payable in immediately available
funds on the Seventh Amendment Effective Date.
(b) Expenses. Each
of Borrower and the other US Credit Parties hereby reconfirms its respective
obligations pursuant to Sections 1.9 and
11.3 of the
Credit Agreement and pursuant to the GE Capital Fee Letter, to pay and reimburse
Agent, for Agents and Lenders, for all reasonable costs and expenses (including,
without limitation, reasonable fees of counsel) incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and all other
documents and instruments delivered in connection herewith.
15. Effectiveness. This
Amendment shall become effective as of the date first set forth above (the
“Seventh Amendment
Effective Date”) only upon satisfaction in full in the judgment of Agent
of each of the following conditions on or prior to April 27, 2009:
(a) Amendment. Agent
shall have received this Amendment duly executed and delivered by Agent,
Requisite Lenders and Borrower and acknowledged and agreed to by each of the
other US Credit Parties.
(b) Payment of Amendment Fee and
Expenses. Borrower shall have paid to Agent the Amendment Fee
and all other costs, fees and expenses owing in connection with this Amendment
and the other Loan Documents and due to Agent and/or Lenders (including, without
limitation, all reasonable legal fees and expenses referenced in Section 14
hereof).
(c) Representations and
Warranties. The representations and warranties of or on behalf
of the Credit Parties in this Amendment shall be true and correct on and as of
the Seventh Amendment Effective Date.
16. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
17. Counterparts. This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. This Amendment may be
executed and delivered by telecopier or other method of electronic transmission
with the same force and effect as if it were a manually executed and delivered
counterpart.
[SIGNATURE
PAGES FOLLOW]
10
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
BORROWER
|
|
MEASUREMENT
SPECIALTIES, INC.
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
AGENT
AND LENDERS
|
|
GENERAL
ELECTRIC CAPITAL
|
|
CORPORATION,
|
|
as
Agent and Lender
|
|
By:
|
|
Duly
Authorized Signatory
|
[Signature
Page to Seventh Amendment to Credit Agreement]
WACHOVIA
BANK, NATIONAL
ASSOCIATION,
|
|
as
Syndication Agent and Lender
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
CoLTS 2005-1 LTD., as
Lender
|
|
By:
Wachovia Bank, National Association, as
Servicer
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
JPMORGAN CHASE BANK, N.A.,
as
Documentation
Agent and Lender
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
BANK OF AMERICA, N.A.,
as Lender
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
ROYAL BANK OF CANADA, as
Lender
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
The
undersigned US Credit Parties hereby (i) acknowledge and agree to the terms
of this Amendment and (ii) confirm and agree that their obligations under
the Loan Documents shall continue without any diminution thereof and shall
remain in full force and effect with respect to the Obligations on and after the
effectiveness of this Amendment.
ACKNOWLEDGED,
CONSENTED and
AGREED to
as of the date first written above.
US CREDIT
PARTIES
IC
SENSORS INC.
|
|
By:
|
|
Name:
|
|
Title:
|
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ELEKON
INDUSTRIES USA, INC.
|
|
By:
|
|
Name:
|
|
Title:
|
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ENTRAN
DEVICES LLC
|
|
By: Measurement
Specialties, Inc.
|
|
As
sole Member and sole Manager
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
MEASUREMENT
SPECIALTIES FOREIGN
|
|
HOLDINGS
CORPORATION
|
|
By:
|
|
Name:
|
|
Title:
|
|
BETATHERM
USA, LLC
|
|
By: Measurement
Specialties, Inc.
|
|
As
sole Member
|
|
By:
|
|
Name:
|
|
Title:
|
|
MEAS US
LLC,
|
|
By: Measurement
Specialties, Inc.
|
|
As
sole Member
|
|
By:
|
|
Name:
|
|
Title:
|
[Signature
Page to Seventh Amendment to Credit Agreement]
EXHIBIT
A
ANNEX J (from Annex A -
Commitments definition)
to
CREDIT
AGREEMENT
Revolving Loan Commitments
as of the Seventh Amendment Effective Date:
Lender
|
Revolving
Loan
Commitment
|
|||
General
Electric Capital Corporation
|
$ | 23,553,719.01 | ||
Wachovia
Bank, National Association
|
$ | 5,702,479.34 | ||
CoLTS
2005-1 LTD.
|
$ | 2,479,338.84 | ||
JPMorgan
Chase Bank, N.A.
|
$ | 21,074,380.16 | ||
Bank
of America, N.A.
|
$ | 22,314,049.59 | ||
Royal
Bank of Canada
|
$ | 14,876,033.06 | ||
Total
|
$ | 90,000,000.00 |
Term Loan Commitments as of
the Seventh Amendment Effective Date:
Lender
|
Term Loan Commitment
|
|||
General
Electric Capital Corporation
|
$ | 6,533,333.33 | ||
Wachovia
Bank, National Association
|
$ | 0 | ||
CoLTS
2005-1 LTD.
|
$ | 2,800,000.00 | ||
JPMorgan
Chase Bank, N.A.
|
$ | 4,666,666.67 | ||
Bank
of America, N.A.
|
$ | 0 | ||
Royal
Bank of Canada
|
$ | 0 | ||
Total
|
$ | 14,000,000.00 |
EXHIBIT
B
Disclosure Schedule
(3.8)