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SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND
WAIVER
THIS
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
WAIVER, dated as of February 19, 2008 (this “
Amendment ”), is entered into by and among LCC
International, Inc., a Delaware corporation (the “
Borrower ”), the Guarantors identified on the
signature pages hereto (the “ Guarantors ” and,
collectively with the Borrower, the “ Loan Parties
”), the Lenders identified on the signature pages hereto (the
“ Lenders ”) and Bank of America, N.A., as
administrative agent (the “ Administrative Agent
”). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Credit Agreement
(as defined below) as amended hereby.
RECITALS
A. The Loan Parties, the Lenders and the Administrative Agent
have entered into that certain Amended and Restated Credit
Agreement dated as of May 29, 2007 among the Loan Parties,
Lenders and Administrative Agent, as amended by that certain First
Amendment to Amended and Restated Credit Agreement and Waiver dated
as of November 30, 2007 (as so amended, and as further
amended, modified and supplemented, the “ Credit
Agreement ”).
B. Certain Events of Default have occurred as a result of the
Borrower’s failure to comply with
(a) Section 7.01(b) of the Credit Agreement with respect
to the fiscal quarters ended March 31, 2007, June 30, 2007,
September 30, 2007 and December 31, 2007 within the time
periods required by such Section (the “ 10Q Defaults
”) and (b) Section 7.02(c) of the Credit Agreement
with respect to the applicable periods for the weeks between
November 30, 2007 and February 11, 2008 (the “
Borrowing Base Certificate Default ”) (together with
the 10Q Defaults, the " Acknowledged Events of Default
”).
C. Certain of the Loan Parties have agreed to settle disputes
with Nokia, Inc., a Delaware corporation, related to the Nokia
Disposition (the “ Nokia Settlement ”).
D. The Loan Parties have requested that the Administrative
Agent and the Lenders (i) waive the Acknowledged Events of
Default (ii) consent to the Nokia Settlement and
(iii) modify certain provisions of the Credit Agreement.
E. The Administrative Agent and the Lenders have agreed to do
so, but only pursuant to the terms set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Estoppel, Acknowledgement and Reaffirmation . As of
February 19, 2007, (i) the aggregate outstanding amount
of the Revolving Loans was no less
than $22,007,192.27 ,
which represents $21,951,000.00 in principal and $56,192.27 in
accrued interest and (ii) the aggregate outstanding amount of
the Term Loan was $5,814,361.78, which represents $5,788,474.44 in
principal and $25,887.34 in accrued interest. Said amounts
constitute valid and subsisting obligations of the Loan Parties to
the Lenders that are not subject to any credits, offsets, defenses,
claims, counterclaims or adjustments of any kind. The Loan Parties
hereby acknowledge their obligations under the respective Loan
Documents to which they are party, reaffirm that each of the liens
and security interests created and granted in or pursuant to the
Collateral Documents is valid and subsisting and agree that this
Amendment shall in no manner impair or otherwise adversely effect
such obligations, liens or security interests, except as explicitly
set forth herein.
2.
Waiver . The Lenders and the Administrative Agent hereby
waive the Acknowledged Events of Default, provided that the
foregoing waiver shall not be deemed to modify or affect the
obligations of the Loan Parties to comply with each and every other
obligation under the Credit Agreement and the other Loan Documents
from and after the date hereof. This waiver is a one-time waiver
and shall not be construed to be a waiver of any other Default or
Event of Default that may currently exist or occur hereafter.
3.
Financial Statement Deliveries . In addition to any and all
reporting requirements under the Credit Agreement, the Loan Parties
hereby agree to deliver to the Administrative Agent on or before
February 22, 2008, the financial statements described in
Section 7.01(b) of the Credit Agreement with respect to the
fiscal quarters ended March 31, 2007, June 30, 2007,
September 30, 2007 and December 31, 2007, in each case,
along with any additional deliveries required under the Credit
Agreement in connection therewith. The failure to timely deliver
the financial statements as required herein shall constitute an
immediate Event of Default under the Loan Documents irrespective of
any otherwise applicable grace or cure period.
4.
Consent to the Nokia Settlement . The Lenders and the
Administrative Agent hereby consent to the Loan Parties entering
into and consummating the Nokia Settlement, provided that
(i) the form of the Nokia Settlement is satisfactory to the
Administrative Agent in its reasonable discretion, (ii) in
consideration of the Nokia Settlement the Borrower shall receive a
payment, in immediately available funds, of not less than
$1,800,000 (the “ Nokia Settlement Proceeds ”)
and (iii) $1,350,000 of the Nokia Settlement Proceeds are applied
to the Term Loan and shall be applied to the Term Loan payments in
the inverse order of maturity, with the balance of the Nokia
Settlement Proceeds being used by the Borrower for general
corporate and working capital needs. The foregoing consent shall
not be deemed to modify or affect the obligations of the Loan
Parties to comply with each and every other obligation under the
Credit Agreement and the other Loan Documents from and after the
date hereof. This consent is a one-time consent and shall not be
construed to be consent to any other agreement between the Borrower
and any Person.
5.
Amendments to Credit Agreement .
(a) The
following definitions in Section 1.01 of the Credit Agreement
are hereby amended and restated in their entirety to read as
follows:
" Nokia
Disposition ” means the Disposition of certain assets to
Nokia in exchange for which the Borrower received an account
receivable, such transaction having been consummated on
June 30, 2007.
(b) Section 7.02(c) of the Credit Agreement is hereby
amended by replacing the words “on the third Business Day of
each week, a certificate as of the end of the immediately preceding
week” with the words “within 30 days following the
end of each fiscal month of the Borrower, a certificate as of the
end of such fiscal month”.
(c) Section 7.17(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
(b) Each
Loan Party shall promptly instruct all account debtors and other
Persons obligated to the L
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