EXHIBIT 10.25
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
----------------------------------------------------------------
This Second Amendment to Second Amended and Restated Credit Agreement is
made as of this 31st day of July, 1996 by and among:
CABLE DESIGN TECHNOLOGIES CORPORATION, a Delaware corporation (the
"Parent"); and
CABLE DESIGN TECHNOLOGIES INC., a Washington corporation and wholly owned
subsidiary of Parent (the "US Borrower"); and
NORDX/CDT, INC., a corporation incorporated under the federal laws of
Canada (the "CAN Borrower");
The LENDERS and other financial institutions parties hereto (individually,
a "Lender" and collectively, the "Lenders"); and
THE FIRST NATIONAL BANK OF BOSTON, BANQUE PARIBAS, CHICAGO BRANCH, PARIBAS
BANK OF CANADA, BANK OF AMERICA ILLINOIS AND BANK OF AMERICA CANADA, as
Agents for the Lenders (in such capacity, the "Agents")
in consideration of the mutual covenants herein contained and the benefits to be
derived herefrom.
W I T N E S S E T H:
-------------------
WHEREAS, on February 5, 1996, the Parent, the US Borrower, the CAN
Borrower, the Lenders and the Agents entered into a Second Amended and Restated
Credit Agreement pursuant to which revolving credit and term loan facilities
were established in favor of the US Borrower and the CAN Borrower as amended by
a certain First Amendment to Second Amended and Restated Credit Agreement dated
as of July 31, 1996 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement on the terms set forth
herein.
NOW, THEREFORE, it is hereby agreed as follows:
1. All capitalized terms used herein and not otherwise defined shall have
the same meaning herein as in the Agreement.
2. Section 13.18 of the Agreement is hereby amended to read as follows:
(S)13.18. CAN Plans. (a) Cause, allow or permit any CAN Plan to be
---------
other than duly qualified and administered in all material respects in
compliance with all applicable laws (including regulations, orders and
directives) and the terms of the CAN Plan and any agreements relating
thereto, (b) cause, allow or permit
any CAN Plan to have any material unfunded liability or contribution
due and not paid which does or is capable of giving rise to any trust
or Lien, (c) fail to ensure that all amounts required to be paid by it
under or in connection with any CAN Plan are paid when due and,
notwithstanding the foregoing, that written notice is provided to the
CAN Collateral Agent of any amount due and unpaid under or in
connection with any CAN Plan, (d) cause, allow or permit any liability
upon it or Lien on any of its Property to arise in respect of any CAN
Plan, (e) cause, allow or permit any Termination Event to occur in
respect of any CAN Plan which could reasonably be expected to have a
Material Adverse Effect on the Parent and its Subsidiaries, (f) make
any payments in respect of any CAN Plan in excess of any minimum
amounts required to be made by law and the terms of the CAN Plan, (g)
after the Closing Date, except as contemplated under the Bigfoot
Acquisition Agreement, amend or create any CAN Plan, if the result
thereof is to increase the payment obligations in respect of any CAN
Plan or the amounts of any solvency deficiencies or liabilities on wind
up (in whole or in part) of any CAN Plan which could reasonably be
expected to have a Material Adverse Effect on the Parent and its
Subsidiaries, (h) maintain any new trust accounts for payments or
contributions in respect of any CAN Plan other than those opened
initially in connection with the CAN Plans in substitution for existing
trust accounts or as required in connection with any new or amended CAN
Plan, and (i) fail to ensure that all contributions in respect of any
CAN Plan are actually paid to the trustee under such CAN Plan prior to
the date when due except to the extent no Material Adverse Effect would
result. The CAN Borrower hereby irrevocably directs the trustee under
the CAN Plans to apply an appropriate amount of any current credits
then existing to reduce and eliminate (to the extent of available
surpluses under the CAN Plans) any CAN Plan contributions or payments
not made by the Parent or its Subsidiaries when due.
3. Section 15.19 of the Agreement is hereby amended to read as follows:
(S)15.19. CAN Plans. (a) All CAN Plans, which will be maintained by the
---------
Parent or its Subsidiaries, are consistent with those maintained by the
seller under the Bigfoot Purchase Agreement, with such changes
negotiated by the CAN Borrower; (b) no CAN Plan which is a registered
pension plan has been terminated (in whole or in part) nor have any
proceedings been instituted or threatened to terminate (in whole or in
part) any such CAN Plan; (c) neither the Parent nor any
-2-
of its Subsidiaries has ceased to participate (in whole or in part) as
a participating employer in any CAN Plan which is a registered pension
plan; (d) except as disclosed in EXHIBIT 15.19, neither the Parent nor
any of its Subsidiaries has any material unfunded liability (including
contingent unfunded liability) on wind up (in whole or in part) to any
CAN Plan which is a registered pension plan or any solvency deficiency
in any such CAN Plan; (e) except as disclosed in EXHIBIT 15.19, neither
the Parent nor any of its Subsidiaries has any material liability in
respect of any CAN Plan other than for required insurance premiums or
contributions or remittances which have been paid, contributed and
remitted when due; (f) all contributions have been made to the CAN
Plans as required by law or the terms thereof to be made when due and
neither the Parent nor any of its Subsidiaries is in arrears in the
payment of any contribution, payment, remittance or assessment or in
default in filing any reports, returns, statements and similar
documents in respect of the CAN Plans required to be made or paid
pursuant to any CAN Plan, any law, act, regulation, directive or order
or any employment, union, pension, deferred profit sharing, benefit,
bonus or other similar agreement or arrangement, except to the extent
no Material Adverse Effect would result; (g) neither the Parent nor any
of its Subsidiaries is liable or, to the best of its knowledge, alleged
to be liable, to any employee or former employee, director or former
director, officer or former officer resulting from any violation or
alleged violation of any CAN Plan which is a registered pension plan,
any fiduciary duty, any law or agreement in relation to any such CAN
Plan and, except as disclosed in EXHIBIT 15.19, does not have any
unfunded pension or like obligations or solvency deficiency (including
any past service or experience deficiency funding liabilities), other
than accrued obligations not yet due, for which it has made full
provision in its books and records; (h) without limiting the foregoing,
all of the CAN Plans are, and have been since their inception,
administered in all material respects in accordance with their terms
and all applicable laws and are duly registered where required by, and
are in compliance and good standing in all material respects under, all
applicable laws, acts, statutes, regulations, orders, directives and
agreements, including, without limitation, the Income Tax Act of
--------------
Canada, and the Pension Benefits Act of Ontario, any successor
--------------------
legislation thereto, and other applicable laws of any jurisdiction, and
(i) except for claims for benefit payments in the normal course, there
are no outstanding or pending or threatened investigations, claims,
suits or proceedings in respect
-3-
of any CAN Plans (including to assert rights or claims to benefit
payment other than in the normal course or that could give rise to any
material liability).
4. The Lenders hereby waive any Events of Default under Sections 13.18 and
15.19 of the Credit Agreement as a result of the CAN Borrower's failure to pay
approximately CD $970,000.00 in monthly contributions in connection with the CAN
Plans.
5. Except as provided herein, all terms and conditions of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as
of the date first above written.
CABLE DESIGN TECHNOLOGIES
CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
CABLE DESIGN TECHNOLOGIES INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
NORDX/CDT, INC.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
-4-
THE FIRST NATIONAL BANK OF
BOSTON, AS AGENT AND US LENDER
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
BANQUE PARIBAS, CHICAGO BRANCH,
AS AGENT AND US LENDER
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
PARIBAS BANK OF CANADA, AS
AGENT AND CAN LENDER
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ Gesselin
Title: Vice President
BANK OF AMERICA ILLINOIS, AS
AGENT AND US LENDER
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
BANK OF AMERICA CANADA, AS
AGENT AND CAN LENDER
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
-5-
FLEET NATIONAL BANK, AS US
LENDER
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assist. Vice President
GIRO-CREDIT BANK, AS US LENDER
By: /s/▇▇▇▇▇▇▇ Dailender
---------------------
/s/▇▇▇▇ ▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇▇▇▇ Dailender/
▇▇▇▇ ▇▇▇▇▇▇▇
Title: Asst. Vice President
Vice President
BANK OF NOVA SCOTIA, AS CAN
LENDER
By: /s/▇. ▇▇▇▇▇▇
-------------
Name: ▇. ▇▇▇▇▇▇
Title: Account Manager
▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
AS US LENDER
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANK OF MONTREAL, AS CAN LENDER
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Director
-6-
LaSALLE NATIONAL BANK, AS US
LENDER
By: __________________________
Name: ________________________
Title: _______________________
ABN-AMRO BANK OF CANADA, AS
CAN LENDER
By: /s/▇. ▇▇▇▇▇▇
-------------
/s/▇. ▇▇▇▇▇▇▇▇
---------------
Name: ▇. ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Assistant Vice President
MELLON BANK, N.A., AS US LENDER
By: /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
MELLON BANK (CANADA), AS CAN
LENDER
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
NATIONAL BANK OF CANADA, AS US
LENDER
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Manager
-▇-
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, AS
CAN LENDER
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
174733.2
-8-