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: