so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to be
executed as of the day and year first written above.
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/Treasurer
Its Vice President
86
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 2.10(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 DEBT SERVICE COVERAGE RATIO.
SECTION 5(A) OF THE CREDIT AGREEMENT.
REQUIRED RATIO:
1.25 TO 1.00 AS OF THE END OF EACH FISCAL QUARTER UP TO AND
INCLUDING 9/30/07.
1.50 to 1.00 as of the end of each fiscal quarter as of 12/31/07 and thereafter.
AS OF THE REPORTING DATE, BORROWER'S QUARTERLY CONSOLIDATED DEBT SERVICE
COVERAGE RATIO (CALCULATED AS SHOWN ON ATTACHED WORK SHEET) WAS
TO 1.00.
2.
MAXIMUM TOTAL FUNDED DEBT TO EBITDA
RATIO. SECTION 5(B) OF THE CREDIT AGREEMENT.
REQUIRED FUNDED DEBT TO EBITDA RATIO SHALL BE NOT MORE THAN:
4.25 to 1.00 for each fiscal quarter up to and including 9/30/07.
3.50 to 1.00 for each fiscal quarter ending 12/31/07 to and including 6/30/08
3.00 to 1.00 for each fiscal quarter ending 9/30/08 and thereafter.
As of the Reporting Date, Borrower's Total Funded Debt to EBITDA Ratio was
to 1.00.
3.
MINIMUM NET INCOME.
SECTION 5(C) OF
THE CREDIT AGREEMENT.
REQUIRED COVENANT: NOT LESS THAN 1.00 ON A CONSOLIDATED BASIS AT THE END OF EACH
FISCAL QUARTER ON A