EXHIBIT 10.4


 


EIGHTH AMENDMENT TO CREDIT
AGREEMENT


 


THIS EIGHTH AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”)
is effective as of August         ,
2008, by and between NORTECH SYSTEMS INCORPORATED, a Minnesota corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Lender”).


 


RECITALS


 


A.    Borrower is currently
indebted to Lender pursuant to the terms and conditions of that certain Amended
and Restated Credit Agreement between Borrower and Lender dated on or about December 30,
2002, as amended from time to time (“Credit
Agreement”).


 


B.    Lender and Borrower have
agreed to certain changes in the terms and conditions set forth in the Credit
Agreement and have agreed to amend the Credit Agreement to reflect said
changes.


 


NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree that the Credit Agreement shall be amended as follows:


 


1.     Defined Terms. Capitalized terms used in this Amendment that
are defined in the Credit Agreement shall have the same meanings as defined
therein, unless otherwise defined herein.


 


In addition, Section 1.1 of the Credit Agreement is amended by
adding or amending, as the case may be, the following definitions:


 


The definition of “Debt Service Coverage
Ratio” is hereby deleted.


 


“Fixed Charge Coverage Ratio” means, for
any period, the ratio of (i) the sum of (A) Net Income, plus (B) depreciation
and amortization, plus/minus (C) Net Distributions, to (ii) Current
Maturities of Long Term Debt.


 


“Net Distributions” means, for any
period, the sum of (a) all proceeds from the sale or issuance of any
equity securities of Borrower actually received during such period, plus (b) additional
equity contributions actually received by Borrower for such period, minus (c) all
distributions with respect to its equity paid by Borrower during such period,
and (d) any change in Subordinated Debt, if any.


 


 “Maturity
Date” means June 30, 2010 for the Revolving Note and May 31,
2012 for the Real Estate Term Note.


 


2.     Interest
Rates.  Section 2.11
(b) of the Credit Agreement is hereby deleted in its entirety and the
following shall be substituted therefor:


 


(b)  Margins.  The
Margins through and including the first adjustment occurring as specified below
shall be one and three quarters of one percent (1.75%) for Revolving Advances
and two percent (2.0%) for Term Advances. 
Commencing June 30, 2008, the Margins shall be adjusted each fiscal
quarter on the 


 

















 


basis
of the Total Funded Debt to EBITDA Ratio of the Borrower as of the end of the
previous fiscal quarter, in accordance with the following table:


 


	
   

  	
   

  	
  Margins

  
	
  FINANCIAL TEST

  	
   

  	
  Revolving Note

  	
   

  	
  Real Estate Term Note

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i) Total Funded Debt to EBITDA is determined
  by the Lender to be < 2.50.

  	
   

  	
  1.75%

  	
   

  	
  2.00%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii) Total Funded Debt to EBITDA is
  determined by the Lender to be > 2.50.

  	
   

  	
  2.00%

  	
   

  	
  2.25%

  



 


Reductions
and increases in the Margins will be made following receipt of the Borrower’s
financial statements required under Section 6.1.  Each Margin change shall become effective on the first calendar day of the month
following the month of receipt by the Lender of the Borrower’s most recent
financial statements.  Notwithstanding the foregoing, (i) if
the Borrower fails to deliver any financial statements as required under Section 6.1,
the Lender may, following notice to the Borrower, increase any Margin to the
highest Margin set forth above, in addition to imposing the Default Rate
applicable under the terms of this Agreement, and (ii) no reduction in any
Margin will be made if a Default Period exists at the time that such reduction
would otherwise be made.


 


If amended or restated
financial statements change previously calculated Margins, the Lender may
reduce or increase the Margins from the date of receipt of such amended or
restated financial statements, to the beginning of the appropriate fiscal
quarter to which the restated statements relate or to the beginning of the
fiscal quarter in which any Event of Default has occurred, as the Lender in its
sole discretion deems appropriate.


 


3.     Financial Covenants.  Section 6.2
of the Credit Agreement is hereby deleted in its entirety and restated as
follows:


 


(a)           Minimum
Fixed Charge Coverage Ratio. The Borrower will maintain its Fixed
Charge Coverage Ratio, determined on a consolidated basis as at the end of each
fiscal quarter on a rolling four quarter basis, at not less than 1.25 to 1.00.


 


 (b)          Maximum Total Funded Debt to EBITDA Ratio.
The Borrower will maintain its ratio of Total Funded Debt to EBITDA, determined
on a consolidated basis as at the end of each fiscal quarter on a rolling four
quarter basis, at not more than 3.00 to 1.00.


 


(c)           Minimum
Net Income. The Borrower will achieve Net Income determined on a
consolidated basis as at the end of each fiscal quarter on a rolling four
quarter basis of not less than $1.00.


 


(d)           Capital
Expenditures. Except to the extent reasonably necessary to complete
the Suntron Acquisition, the Borrower will not incur or contract to incur
Capital Expenditures of more than $4,000,000 in the aggregate as at the end of
each fiscal year without the Lender’s written approval for capital items,
including without limitation for new building and building expansion projects,
new business acquisition and or major unplanned equipment projects.


 

















 


4.     Compliance Certificate.  The
Borrower further agrees that the Compliance Certificate attached to the Credit
Agreement as Exhibit B is amended in its entirety and replaced by the
Compliance Certificate attached as Exhibit B hereto.


 


5.     Conditions Precedent.  Except as otherwise provided below, this
Amendment shall be effective when the Lender shall have received an executed
original hereof together with such other documents as requested by the Lender
in form and substance acceptable to the Lender in its sole discretion.


 


6.     No Other Changes.  Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification.  This Amendment and the Credit Agreement shall
be read together, as one document.


 


7.     Representations and Warranties.  Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein.  Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as defined in the
Credit Agreement, nor any condition, act or event which with the giving of
notice or the passage of time or both would constitute any such Event of
Default.


 


8.     References. All references in the Credit Agreement to “this
Agreement” shall be deemed to refer to the Credit Agreement as amended hereby;
and any and all references in the Security Documents to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby.


 


9.     No Waiver. Unless otherwise provided for herein, the execution of this Amendment and
acceptance of any documents related hereto shall not be deemed to be a waiver
of any Default or Event of Default under
either of the Credit Agreements or breach, default or event of default under
any Security Document or other document held by the Lender, whether or not
known to the Lender and whether or not existing on the date of this Amendment.


 


10.   Release. The Borrower hereby absolutely and unconditionally
releases and forever discharges the Lender, and any and all participants,
parent corporations, subsidiary corporations, affiliated corporations,
insurers, indemnitors, successors and assigns thereof, together with all of the
present and former directors, officers, agents and employees of any of the
foregoing, from any and all claims, demands or causes of action of any kind,
nature or description, whether arising in law or equity or upon contract or
tort or under any state or federal law or otherwise, which the Borrower has had,
now has or has made claim to have against any such person for or by reason of
any act, omission, matter, cause or thing whatsoever arising from the beginning
of time to and including the date of this Amendment, whether such claims,
demands and causes of action are matured or unmatured or known or unknown.


 


11.   Costs and Expenses. The Borrower hereby reaffirms its
agreement under the Credit Agreements to pay or reimburse the Lender on demand
for all costs and expenses incurred by the Lender in connection with the Loan
Documents, including without limitation all reasonable fees and disbursements
of legal counsel. Without limiting the generality of the foregoing, the
Borrower specifically agrees to pay all fees and disbursements of counsel to
the Lender for the services performed by such counsel in connection with the
preparation of this Amendment and the documents and instruments incidental
hereto. The Borrower hereby agrees that the Lender may, at any time or from
time to time in its sole discretion and without further authorization by the
Borrower, make a loan to the Borrower under the Credit Agreements, or apply the
proceeds of any loan, for the purpose of paying any such fees, disbursements,
costs and expenses.


 

















 


12.   Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one
and the same instrument.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Eighth Amendment to be executed as of the day
and year first written above.


 


 


	
  NORTECH
  SYSTEMS

  	
   

  	
   

  	
  WELLS
  FARGO BANK,

  	
   

  
	
  INCORPORATED

  	
   

  	
   

  	
  NATIONAL
  ASSOCIATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORTECH SYSTEMS INCORPORATED

  	
   

  	
  WELLS FARGO BANK,

  	
   

  
	
   

  	
   

  	
   

  	
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard
  G. Wasielewski

  	
   

  	
  By:

  	
  /s/
  Mark T. Lundquist

  
	
  Name:

  	
  Richard G. Wasielewski

  	
   

  	
   

  	
  Mark T. Lundquist

  
	
   

  	
  Its Chief Financial
  Officer

  	
   

  	
   

  	
  Its Vice President

  
							



 


Signature page to Eighth Amendment dated as of
July     , 2008


 

















 


Exhibit B to Amended and Restated Credit and Security Agreement


 


Compliance Certificate


 


	
  To:

  	
   

  	
  Mark
  T. Lundquist

  
	
   

  	
   

  	
  Wells
  Fargo Bank, N.A.

  
	
  Date:

  	
   

  	
                               ,
  200     

  
	
  Subject:

  	
   

  	
  Nortech
  Systems Incorporated

  
	
   

  	
   

  	
  Financial
  Statements

  



 


In accordance with our Amended
and Restated Credit and Security Agreement dated as of December 30, 2002,
and as amended from time to time (as amended, the “Credit Agreement”), attached are the financial statements of
Nortech Systems Incorporated (the “Borrower”)
as of and for
                                ,
200       (the “Reporting
Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in
this certificate have the meanings given in the Credit Agreement.


 


As of each quarterly reporting
period, I certify that the Current Financials have been prepared in accordance
with GAAP, subject to year-end audit adjustments, and fairly present the
Borrower’s financial condition as of the date thereof.


 


Events of Default. (Check
one):


 


o            The
undersigned does not have knowledge of the occurrence of a Default or Event of
Default under the Credit Agreement except as previously reported in writing to
the Lender.


 


o            The
undersigned has knowledge of the occurrence of a Default or Event of Default under
the Credit Agreement not previously reported in writing to the Lender and
attached hereto is a statement of the facts with respect to thereto. The
Borrower acknowledges that pursuant to Section 2.11(d) of the Credit
Agreement, the Lender may impose the Default Rate at any time during the
resulting Default Period.


 


Financial Covenants. I further hereby certify as follows:


 


1.             Minimum Fixed Charge Coverage Ratio. Section 6.2(a) of the Credit
Agreement.


Required Ratio: 1.25 to 1.00 as of the end of each fiscal quarter.


As of the Reporting Date, Borrower’s quarterly consolidated Fixed
Charge Coverage Ratio (calculated as shown on attached work sheet) was
           to 1.00.


 


2.             Maximum Total Funded Debt to EBITDA Ratio. Section 6.2(b) of the Credit
Agreement.


Required Funded Debt to EBITDA Ratio shall be not more than:


 


3.00 to 1.00 as of the end of each fiscal quarter.


 


As of the Reporting Date, Borrower’s Total Funded
Debt to EBITDA Ratio was          to
1.00.


 

















 


3.             Minimum Net Income.  Section 6.2(c) of
the Credit Agreement.


Required Covenant: not less than $1.00 on a consolidated basis as at
the end of each fiscal quarter on a rolling four quarter basis.


 


The Borrower’s consolidated Net Income for the
rolling, four quarter period ending on the Reporting Date was
$                          .


 


4.             Capital Expenditures. Section 6.2(d) of the Credit
Agreement.


Required Covenant: No more than $4,000,000 in aggregate as at the end
of each fiscal year, except for expenses reasonably necessary to complete
Suntron Acquisition.


As of the Reporting Date, Borrower’s consolidated year-to-date capital
expenditures was
$                          .


 


Attached to are all relevant
facts in reasonable detail to evidence, and the computations of the financial
covenants referred to above. These computations were made in accordance with
GAAP.


 


	
   

  	
  NORTECH
  SYSTEMS, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:
  Richard G. Wasielewski

  
	
   

  	
   

  	
  Its Chief
  Financial Officer/Treasurer