1
ASSIGNMENT AND ACCEPTANCE
-------------------------
Dated as of February 27, 1997
Reference is made to the Revolving Credit Agreement, dated as of January 8,
1997 (as from time to time amended and in effect, the "Credit Agreement"), by
and among HADCO CORPORATION, (the "Borrower"), the banking institutions referred
to therein as Banks (collectively, the "Banks"), and THE FIRST NATIONAL BANK OF
BOSTON, as agent (in such capacity, the "Agent") for the Banks. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Credit Agreement.
THE FIRST NATIONAL BANK OF BOSTON (the "Assignor") and each of ABN AMRO Bank
N.V., individually and as Documentation Agent, The Bank of Nova Scotia, Bank of
Tokyo-Mitsubishi Trust Company, CIBC, Inc., The Chase Manhattan Bank, CoreStates
Bank, N.A., The First National Bank of Chicago, The Fuji Bank, Limited, The
Industrial Bank of Japan, Limited, KeyBank National Association, State Street
Bank and Trust Company, The Sumitomo Bank, Limited, and SunTrust Bank, Atlanta
(each, an "Assignee" and collectively, the "Assignees") hereby agree as
follows:
1. ASSIGNMENT. Subject to the terms and conditions of this Assignment and
Acceptance, the Assignor hereby sells and assigns to the Assignees, and each of
the Assignees hereby purchases and assumes without recourse to the Assignor
(except for the specific representations in Section 2 hereof), an interest in
and to the rights, benefits, indemnities and obligations of the Assignor under
the Credit Agreement in the dollar amount set forth opposite such Assignee's
name in the table below and equal to the percentage in respect of the Total
Commitment immediately prior to the Effective Date (as hereinafter defined) set
forth opposite such Assignee's name in the table below:
Commitment Commitment
Assignee Amount Percentage
-------- ----------- ----------
ABN AMRO Bank, N.V $25,000,000 10.0%
The Bank of Nova Scotia $12,000,000 4.8%
Bank of Tokyo-Mitsubishi
Trust Company $20,000,000 8.0%
CIBC, Inc. $12,000,000 4.8%
The Chase Manhattan Bank $20,000,000 8.0%
CoreStates Bank, N.A $12,000,000 4.8%
The First National Bank
of Chicago $20,000,000 8.0%
The Fuji Bank, Limited $12,000,000 4.8%
The Industrial Bank of
Japan, Limited $20,000,000 8.0%
KeyBank National Association $20,000,000 8.0%
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Commitment Commitment
Assignee Amount Percentage
-------- ----------- ----------
State Street Bank and Trust
Company $12,000,000 4.8%
The Sumitomo Bank, Limited $12,000,000 4.8%
SunTrust Bank, Atlanta $12,000,000 4.8%
2. ASSIGNOR'S REPRESENTATIONS. The Assignor (i) represents and warrants that
(A) it is legally authorized to enter into this Assignment and Acceptance, and
(B) as of the date hereof, after giving effect to the assignments contemplated
hereby, its Commitment is $41,000,000, its Commitment Percentage is 16.4%, the
aggregate outstanding principal balance of its Loans equals $35,260,000, AND the
aggregate amount of its Letter of Credit Participations equals $0, (ii) makes no
representation or warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or any of the other Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant thereto or the attachment, perfection or priority of
any security interest or mortgage, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder free and clear
of any claim or encumbrance and that it has no knowledge that a Default or Event
of Default has occurred and is continuing; (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or any of the other Transaction Parties or any other Person
primarily or secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower or any of the other Transaction
Parties or any other Person primarily or secondarily liable in respect of any of
the Obligations or any of its obligations under the Credit Agreement or any of
the other Loan Documents or any other instrument or document delivered or
executed pursuant thereto; and (iv) attaches hereto the Note delivered to it
under the Credit Agreement.
The Assignor requests that the Borrower exchange the Assignor's Note for new
Notes payable to the Assignor and the Assignees as follows:
Notes Payable to Amount of Revolving
the Order of: Credit Note
------------- -------------------
Assignor $41,000,000
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Notes Payable to Amount of Revolving
the Order of: Credit Note
------------- -------------------
Assignees:
ABN AMRO Bank, N.V. $25,000,000
The Bank of Nova Scotia $12,000,000
Bank of Tokyo-Mitsubishi Trust Company $20,000,000
CIBC, Inc. $12,000,000
The Chase Manhattan Bank $20,000,000
CoreStates Bank, N.A. $12,000,000
The First National Bank of Chicago $20,0O0,000
The Fuji Bank, Limited $12,000,000
The Industrial Bank of Japan, Limited $20,000,000
KeyBank National Association $20,000,000
State Street Bank and Trust Company $12,000,000
The Sumitomo Bank, Limited $12,000,000
SunTrust Bank, Atlanta $12,000,000
3. ASSIGNEES' REPRESENTATIONS. Each of the Assignees (i) represents and
warrants that (A) it is duly and legally authorized to enter into this
Assignment and Acceptance, (B) the execution, delivery and performance of this
Assignment and Acceptance do not conflict with any provision of law or of the
charter or by-laws of the Assignee, or of any agreement binding on the Assignee,
(C) all acts, conditions and things required to be done and performed and to
have occurred prior to the execution, delivery and performance of this
Assignment and Acceptance, and to render the same the legal, valid and binding
obligation of the Assignee, enforceable against it in accordance with its terms,
have been done and performed and have occurred in due and strict compliance with
all applicable laws; (ii) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to sec.8.4 thereof and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Assignment and Acceptance; (iii) agrees that it will,
independently and without reliance upon the Assignor, the Agent or any other
Bank and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (iv) represents and warrants that it is an
Eligible Assignee; (v) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (vi) agrees
that it will perform in accordance with their terms all the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Bank; and (vii) acknowledges that it has made arrangements with the Assignor
satisfactory to
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the Assignee with respect to its PRO RATA share of Letter of Credit Fees in
respect of outstanding Letters of Credit.
4. EFFECTIVE DATE. The effective date for this Assignment and Acceptance
shall be February 27, 1997 (the "Effective Date"). Following the execution of
this Assignment and Acceptance and, so long as no Default or Event of Default
has occurred and is continuing, the consent of the Borrower hereto having been
obtained, each party hereto shall deliver its duly executed counterpart hereof
to the Agent for acceptance by the Agent and recording in the Register by the
Agent. SCHEDULE 1 to the Credit Agreement shall thereupon be replaced as of the
Effective Date by the SCHEDULE 1 annexed hereto.
5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording, from
and after the Effective Date, (i) each of the Assignees shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Bank thereunder, and (ii) the Assignor
shall, with respect to that portion of its interest under the Credit Agreement
assigned hereunder, relinquish its rights and be released from its obligations
under the Credit Agreement; PROVIDED, HOWEVER, that the Assignor shall retain
its rights to be indemnified pursuant to sec.17 of the Credit Agreement with
respect to any claims or actions arising prior to the Effective Date.
6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance by the
Agent and such recording, from and after the Effective Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignees, as applicable. The Assignor and each Assignee shall make any
appropriate adjustments in payments for periods prior to the Effective Date by
the Agent or with respect to the making of this assignment directly between
themselves.
7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT
AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF
LAWS).
8. COUNTERPARTS. This Assignment and Acceptance may be executed in
any number of counterparts which shall together constitute but one and the
same agreement.
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IN WITNESS WHEREOF, intending to be legally bound, each of the undersigned
has caused this Assignment and Acceptance to be executed on its behalf by its
officer thereunto duly authorized, as of the date first above written.
ASSIGNOR:
THE FIRST NATIONAL BANK OF
BOSTON
By:
------------------------------------
Title:
ASSIGNEES:
ABN AMRO Bank, N.V.,
individually and as
Documentation Agent
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
------------------------------------
Title:
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By:
------------------------------------
Title:
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CIBC, INC.
By:
------------------------------------
Title:
THE CHASE MANHATTAN BANK
By:
------------------------------------
Title:
CORESTATES BANK, N.A.
By:
------------------------------------
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:
------------------------------------
Title:
THE FUJI BANK, LIMITED
By:
------------------------------------
Title:
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THE INDUSTRIAL BANK
OF JAPAN, LIMITED
By:
------------------------------------
Title:
KEYBANK NATIONAL
ASSOCIATION
By:
------------------------------------
Title:
STATE STREET BANK AND
TRUST COMPANY
By:
------------------------------------
Title:
THE SUMITOMO BANK, LIMITED
By:
------------------------------------
Title:
By:
------------------------------------
Title:
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SUNTRUST BANK, ATLANTA
By:
------------------------------------
Title:
By:
------------------------------------
Title:
CONSENTED TO:
-------------
HADCO CORPORATION
By:
---------------------------------
Title:
THE FIRST NATIONAL BANK
OF BOSTON, as Agent
By:
---------------------------------
Title:
9
SCHEDULE 1
----------
Bank Commitment Commitment
---- ----------- ----------
Amount Percentage
----------- ----------
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE FIRST NATIONAL BANK OF BOSTON $41,000,000 16.4%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ Corporate Banking, ▇▇-▇▇-▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
ABN AMRO BANK, N.V. $25,000,000 10.0%
One Post Office ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with copies of correspondence to:
ABN AMRO Bank, N.V.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Dept.
Chicago, IL 60603
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE BANK OF NOVA SCOTIA $12,000,000 4.8%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Bank Commitment Commitment
---- ----------- ----------
Amount Percentage
----------- ----------
DOMESTIC AND EURODOLLAR LENDING OFFICE:
BANK OF TOKYO-MITSUBISHI TRUST COMPANY $20,000,000 8.0%
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-1104
Contacts:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (Credit Matters)
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ (Operations)
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with all correspondence sent to:
Bank of Tokyo-Mitsubishi Trust Company
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
and to:
Bank of Tokyo-Mitsubishi Trust Company
Legal Department
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-1104
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
CIBC, INC. $12,000,000 4.8%
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Bank Commitment Commitment
---- ----------- ----------
Amount Percentage
----------- ----------
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE CHASE MANHATTAN BANK $20,000,000 8.0%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with copies of correspondence to:
The Chase Manhattan Bank
Legal Department
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
CORESTATES BANK, N.A. $12,000,000 4.8%
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇-▇-▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE FIRST NATIONAL BANK OF CHICAGO $20,000,000 8.0%
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with copies of correspondence to:
The First National Bank of Chicago
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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Bank Commitment Commitment
---- ----------- ----------
Amount Percentage
----------- ----------
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE FUJI BANK, LIMITED $12,000,000 4.8%
▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE INDUSTRIAL BANK OF JAPAN, LIMITED $20,000,000 8.0%
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-1104
Attn: ▇▇▇▇▇ Right
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
KEYBANK NATIONAL ASSOCIATION $20,000,000 8.0%
127 Public Square
Mail Code: 01-27-0606
Cleveland, Ohio 44114
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
STATE STREET BANK AND TRUST COMPANY $12,000,000 4.8%
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: ▇▇▇- ▇▇▇-▇▇▇▇
Fax: ▇▇▇- ▇▇▇-▇▇▇▇
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Bank Commitment Commitment
---- ----------- ----------
Amount Percentage
----------- ----------
DOMESTIC AND EURODOLLAR LENDING OFFICE:
THE SUMITOMO BANK, LIMITED $12,000,000 4.8%
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President Operations
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with copies of correspondence to:
The Sumitomo Bank Limited
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: A1 DeGemmis
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
DOMESTIC AND EURODOLLAR LENDING OFFICE:
SUNTRUST BANK, ATLANTA $12,000,000 4.8%
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ Floor
Mail Code 0122
New York, NY 10022
Attn: ▇▇▇▇▇ ▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
with copies of correspondence to:
SunTrust Bank, Atlanta
▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
