REVOLVING CREDIT AGREEMENT
Among
SYSTEMAX INC.
and
THE SUBSIDIARIES OF SYSTEMAX INC. NAMED HEREIN,
as Borrowers
and
THE BANKS PARTY HERETO,
and
THE CHASE MANHATTAN BANK,
as Agent,
and
THE BANK OF NEW YORK
as Documentation Agent
Dated as of November 30, 2000
REVOLVING CREDIT AGREEMENT
TABLE OF CONTENTS
Page No.
| |
SECTION 1.01 |
Defined Terms |
1 |
| |
SECTION 1.02 |
Terms Generally |
11 |
| SECTION 2. |
AMOUNT AND TERMS OF CREDIT |
12 |
| |
SECTION 2.01 |
Restructuring of Existing Obligations; Revolving Loans; Uncommitted Facility |
12 |
| |
SECTION 2.02 |
Letters of Credit; Existing Letters of Credit |
13 |
| |
SECTION 2.04 |
Nature of Letter of Credit Obligations Absolute |
15 |
| |
SECTION 2.05 |
Making of Loans |
16 |
| |
SECTION 2.06 |
Repayment of Loans; Evidence of Debt |
17 |
| |
SECTION 2.07 |
Interest on Loans |
17 |
| |
SECTION 2.08 |
Default Interest |
18 |
| |
SECTION 2.09 |
Alternate Rate of Interest |
18 |
| |
SECTION 2.10 |
Refinancing of Loans |
18 |
| |
SECTION 2.11 |
Cash Collateral |
19 |
| |
SECTION 2.12 |
Optional Prepayment of Loans; Reimbursement of Banks |
19 |
| |
SECTION 2.13 |
Reserve Requirements; Change in Circumstances |
21 |
| |
SECTION 2.14 |
Change in Legality |
22 |
| |
SECTION 2.15 |
Pro Rata Treatment, etc. |
23 |
| |
SECTION 2.17 |
Letter of Credit Fees |
25 |
| |
SECTION 2.18 |
Nature of Letter of Credit Fees |
26 |
| |
SECTION 2.19 |
Right of Set-Off |
26 |
| |
SECTION 2.20 |
Security Interest in Letter of Credit Account |
26 |
| |
SECTION 2.21 |
Payment of Obligations |
26 |
| SECTION 3. |
REPRESENTATIONS AND WARRANTIES |
26 |
| |
SECTION 3.01 |
Organization and Authority |
27 |
| |
SECTION 3.02 |
Due Execution |
27 |
| |
SECTION 3.03 |
Statements Made |
27 |
| |
SECTION 3.04 |
Financial Statements |
27 |
| |
SECTION 3.05 |
Ownership |
28 |
| |
SECTION 3.07 |
Compliance with Law |
28 |
| |
SECTION 3.08 |
Insurance |
28 |
| |
SECTION 3.09 |
Use of Proceeds |
29 |
| |
SECTION 3.10 |
Litigation |
29 |
| SECTION 4. |
CONDITIONS OF LENDING |
29 |
| |
SECTION 4.01 |
Conditions Precedent to Initial Loans and Initial Letters of Credit |
29 |
| |
SECTION 4.02 |
Conditions Precedent to Each Loan and Each Letter of Credit |
30 |
| SECTION 5. |
AFFIRMATIVE COVENANTS |
31 |
| |
SECTION 5.01 |
Financial Statements, Reports, etc. |
31 |
| |
SECTION 5.02 |
Corporate Existence |
33 |
| |
SECTION 5.03 |
Insurance |
33 |
| |
SECTION 5.04 |
Obligations and Taxes |
34 |
| |
SECTION 5.05 |
Notice of Event of Default, etc. |
34 |
| |
SECTION 5.06 |
Access to Books and Records |
34 |
| |
SECTION 5.07 |
Business Plan |
34 |
| |
SECTION 5.08 |
Appointment of Financial Consultant |
34 |
| |
SECTION 5.09 |
Best Efforts Regarding Sale/Leaseback Transaction |
35 |
| |
SECTION 5.10 |
Future Subsidiaries |
35 |
| SECTION 6. |
NEGATIVE COVENANTS |
35 |
| |
SECTION 6.02 |
Consolidations, Mergers and Sales of Assets |
35 |
| |
SECTION 6.03 |
Indebtedness |
36 |
| |
SECTION 6.04 |
Guarantees and Other Liabilities |
36 |
| |
SECTION 6.05 |
Dividends; Capital Stock |
36 |
| |
SECTION 6.06 |
Transactions with Affiliates |
36 |
| |
SECTION 6.07 |
Investments, Loans and Advances |
36 |
| |
SECTION 6.08 |
Disposition of Assets |
37 |
| |
SECTION 6.09 |
Nature of Business |
37 |
| SECTION 7. |
EVENTS OF DEFAULT |
37 |
| |
SECTION 7.01 |
Events of Default |
37 |
| |
SECTION 8.01 |
Administration by Agent |
40 |
| |
SECTION 8.03 |
Sharing of Setoffs |
40 |
| |
SECTION 8.04 |
Liability of Agent |
41 |
| |
SECTION 8.05 |
Reimbursement and Indemnification |
42 |
| |
SECTION 8.06 |
Rights of Agent |
42 |
| |
SECTION 8.07 |
Independent Banks |
42 |
| |
SECTION 8.08 |
Notice of Transfer |
42 |
| |
SECTION 8.09 |
Successor Agent |
42 |
| SECTION 9. |
MISCELLANEOUS |
43 |
| |
SECTION 9.02 |
Survival of Agreement, Representations and Warranties, etc. |
43 |
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