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EXHIBIT 10(n)
THE LAMSON & SESSIONS CO.
SEVENTH
AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
This Seventh Amendment and Waiver to Amended and Restated
Credit
Agreement (herein, the "Amendment") is
entered into as of February 16, 2005,
among The Lamson & Sessions Co., an
Ohio corporation (the "Borrower"), the
Guarantors party hereto, the Lenders party
hereto, and Harris Trust and Savings
Bank, as Administrative Agent for the
Lenders.
PRELIMINARY STATEMENTS
A. The Borrower, the Guarantors, the Lenders and the
Administrative
Agent are parties to an Amended and
Restated Credit Agreement dated as of
December 15, 2000 (the Amended and Restated
Credit Agreement, as the same has
been amended prior to the date hereof,
being referred to herein as the "Credit
Agreement"). All capitalized terms used
herein without definition shall have the
same meanings herein as such terms have in
the Credit Agreement.
B. The Borrower has requested that the Lenders waive the
Borrower's
non-compliance with Section 8.22 of the
Credit Agreement (Total Funded
Debt/EBITDA Ratio) for the period ended
December 31, 2004, and that certain
provisions of the Credit Agreement be
amended, and the Lenders have agreed to do
so on the terms and conditions set forth in
this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
sufficiency of which is hereby
acknowledged, the parties hereto agree as
follows:
SECTION 1. WAIVER.
The Borrower has advised the Lenders that the Borrower was not
in
compliance with Section 8.22 of the Credit
Agreement (Total Funded Debt/EBITDA
Ratio) for the fiscal quarter ended
December 31, 2004 (the "Existing Default").
The Borrower has requested that the Lenders
waive the Existing Default and, by
signing below, the Required Lenders hereby
agree to waive the Existing Default
through the period ended December 31, 2004,
subject to the satisfaction of the
conditions precedent set forth in Section 3
below. This is a limited waiver for
the uses and purposes set forth above, and
shall not apply to any subsequent
periods.
SECTION 2. AMENDMENTS.
Subject to
the satisfaction of the conditions precedent set forth in
Section 3 below, the Credit Agreement shall
be and hereby is amended as follows:
2.1. Section 8.22 of the Credit Agreement (Total Funded
Debt/EBITDA
Ratio) shall be amended and restated in its
entirety to read as follows:
Section 8.22. Total Funded
Debt/EBITDA Ratio. The
Borrower
shall not, as of the last day of each fiscal quarter of the
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Borrower specified below, permit the Total Funded Debt/EBITDA
Ratio to be more than:
TOTAL FUNDED DEBT/EBITDA RATIO
FISCAL QUARTER ENDING ON OR ABOUT:
SHALL NOT BE MORE THAN:
March 31, 2005
3.10 to 1.0
June 30,
2005, and each fiscal quarter
2.75 to 1.0
ending thereafter
1.2. Section 8.28 of the Credit Agreement (Level of Borrowings)
shall
be amended and restated in its entirety to
read as follows:
Section 8.28. Intentionally
deleted.
1.3. In addition to the reporting required under Section 8.5 of
the
Credit Agreement, the Borrower hereby
agrees to deliver to the Administrative
Agent and the Lenders on or before April
30, 2005, a written plan the Borrower
intends to pursue in order to refinance the
Obligations on or before the
Termination Date, which plan shall be in
form and with such detail (including
timeline of events) as the Administrative
Agent may reasonably require.
SECTION 2. CONDITIONS
PRECEDENT.
The effectiveness of this Amendment is subject to the satisfaction
of
all of the following conditions
precedent:
2.1. The Borrower, the Administrative Agent, and the Required
Lenders
shall have executed and delivered this
Amendment.
2.2. The Guarantors shall have executed and delivered to the
Administrative Agent their consent to this
Amendment in the space provided
below.
2.3. The Borrower shall have paid to the Administrative Agent
for
distribution to each Lender executing and
delivering this Amendment on or before
February 16, 2005, a fee equal to 0.20% of
the outstanding amount of each such
Lender's Revolving Credit Commitment and
Term Loan.
2.4. Legal matters incident to the execution and delivery of
this
Amendment shall be satisfactory to the
Administrative Agent and its counsel.
SECTION 3. REPRESENTATIONS.
In order to induce th
