EXHIBIT 10.29
AMENDMENT AND WAIVER
AMENDMENT AND WAIVER, dated as of August 27, 1996 (this "Amendment and
Waiver"), to the Credit Agreement, dated as of August 27, 1996 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among RECOTON CORPORATION, a New York corporation (the "Borrower"), the several
lenders from time to time parties thereto (the "Lenders"), and THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent (in such
capacity, the "Administrative Agent").
W I T N E S S E T H.:
WHEREAS, the Borrower, the Lenders, and the Administrative Agent are
parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders and the Administrative
Agent agree to amend and waive certain provisions of the Credit Agreement, and
the Lenders, and the Administrative Agent have agreed to such amendments and
waivers upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the Borrower, the Lenders and the Administrative Agent
hereby agree as follows:
1. DEFINITIONS. All terms defined in the Credit Agreement shall have such
defined meanings when used herein unless otherwise defined herein.
2. WAIVER OF CERTAIN PROVISIONS IN SECTION 7. (a)
----------------------------------------- Subsection 7.2 of the Credit Agreement
is hereby waived to the extent, and only to the extent, that Borrower is not in
compliance therewith as a result of outstanding Indebtedness owed by the
Borrower's Subsidiaries incorporated in Germany, provided that (i) in no event
shall such Indebtedness equal or exceed 6,500,000 Deutsche Marks at any time and
(ii) such Indebtedness shall be fully eliminated by, and shall not be
outstanding after, November 30, 1996.
(b) Subsection 7.2 of the Credit Agreement is hereby further waived to the
extent, and only to the extent, that Borrower was not in compliance therewith as
of September 30, 1996 as a result of outstanding Indebtedness owed by the
Borrower's Subsidiaries incorporated in Italy, provided that such Indebtedness
has been fully eliminated by, and shall not be outstanding after, November 1,
1996.
3. AMENDMENT OF SECTION 6. Subsection 6.9 of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and inserting in lieu
thereof the following new Subsection 6.9:
"6.9 ADDITIONAL GUARANTORS. With respect to any Person that, subsequent to
the Closing Date, becomes a Subsidiary, promptly upon the request of the
Administrative Agent: (i) cause such new Subsidiary (other than IJI-FSC and
Entel Limited) to become a Guarantor under the Guarantee pursuant to
documentation which is in form and substance satisfactory to the Administrative
Agent, (ii) cause such new Subsidiary (other than IJI- FSC and Entel Limited) to
deliver to the Administrative Agent the certificates and documents relating
thereto that are described in subsections 5.1(d), (e) and (f), and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described in clause (i) above, which opinions
shall be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent, provided that (i) with respect to IJI and any other Person
(other than IJI-FSC and Entel Limited) that shall become a Subsidiary of the
Borrower as a result of the Merger, the documents described in clauses (ii) and
(iii) of this subsection including, without limitation, opinions of local
counsel in Germany and Italy, shall be received no later than November 30, 1996;
(ii) no such documents described in this subsection shall be required for Avelco
Trading Ltd., a Hong Kong corporation ("Avelco"), on the condition that (x) the
aggregate book value of the total assets of Avelco shall not at any time exceed
the equivalent of US$2,000,000 and (y) the Borrower shall exercise its best
efforts to cause Avelco to be liquidated as soon as practicable after November
12, 1996; and (iii) no such documents described in clauses (ii) and (iii) of
this subsection shall be required for IJI (UK) Limited (f/k/a Grandcave
Limited), a United Kingdom corporation, ("IJI (IJK)"), so long as the aggregate
book value of the total assets of IJI (UK) does not exceed the equivalent of
USS1,000,000."
4. AMENDMENT OF SUBSECTION 7. Subsection 7.2 of the Credit Agreement is
hereby amended by adding thereto the following new subsection:
"; and (h) Indebtedness of the Borrower and any of its Subsidiaries for
discounted drafts, provided, that (i) no such discounted draft shall have a
maturity of more than 120 days and (ii) the aggregate amount of all such
discounted drafts shall not at any time exceed 6,000,000 Deutsche Marks."
5. LIMITED AMENDMENT AND WAIVER. Except as expressly amended and waived
hereby, the Credit Agreement and each other Loan Document shall continue to be,
and shall remain, in full force and effect in accordance with the provisions
thereof. This Amendment and Waiver shall not be deemed to be a waiver of, or
consent to, or a modification or an amendment of, any other term or condition of
the Credit Agreement or any other Loan Document or to prejudice any other right
or rights which the Administrative Agent or any Lender may now have or may have
in the future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein, as the same may be amended from
time to time.
6. COSTS AND EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all its reasonable and customary out-of-pocket costs
and expenses included in connection with the preparation, negotiation and
execution of this Amendment and Waiver, including, without limitation, the
reasonable fees and disbursements of its counsel.
7. COUNTERPARTS. This Amendment and Waiver may be executed by one or more
of the parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
8 GOVERNING LAW. THIS A1VIENDMENT AND WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
waiver to be executed and delivered by their respective duly authorized
officers.
RECOTON CORPORATION
By:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a
Lender
By:
Title:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, as a Lender
By.
Title:
XXXXXX TRUST AND SAVINGS BANK, as a
Lender
By:
Title:
MARINE MIDLAND BANK, as a Lender
By:
Title:
