THIRD AMENDMENT
to
FOURTH AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT
among
NATIONSBANK, N.A., as "Administrative Agent"
and
NATIONSBANK, N.A.
and
THE OTHER LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Lenders"
and
DT INDUSTRIES, INC.
and
THE OTHER BORROWERS LISTED ON THE SIGNATURE PAGES HEREOF,
as "Borrowers"
This THIRD AMENDMENT to FOURTH AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of August 26, 1998, by and among
DT INDUSTRIES, INC., a Delaware corporation, DT INDUSTRIES (UK) II LIMITED,
ASSEMBLY TECHNOLOGIE & AUTOMATION GMBH, XXXXXX CANADA INC., and DT CANADA INC.
(separately and collectively, "Borrower"), NATIONSBANK, N.A. ("NationsBank"), as
administrative agent ("Administrative Agent"), and the Lenders.
RECITALS:
A. Borrower and Lenders are party to that certain Fourth Amended and Restated
Credit Facilities Agreement dated as of July 21, 1997, as amended by that
certain First Amendment thereto dated as of December 31, 1997, as further
amended by that certain Second Amendment thereto dated as of April 30, 1998
(the "Original Loan Agreement").
B. DT Industries, Inc. (referred to herein and in the Original Loan Agreement
as "Domestic Borrower") desires to have the ability to repurchase more of
its common stock than is permitted by the Original Loan Agreement.
C. The Required Lenders have agreed to amend the Original Loan Agreement to
permit such stock repurchase on the terms and conditions contained herein.
AMENDMENT
Therefore, in consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, Borrower and Lenders
hereby amend the Original Loan Agreement as follows:
1. DEFINITIONS. Capitalized terms used and not otherwise defined herein have
the meanings given them in the Loan Agreement. All references to the "Agreement"
or the "Loan Agreement" in the Original Loan Agreement and in this Amendment
shall be deemed to be references to the Original Loan Agreement as it is amended
hereby and as it may be further amended, restated, extended, renewed, replaced,
or otherwise modified from time to time.
2. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become
effective as of August 26, 1998 (the "Amendment Effective Date"), but only if
this Amendment has been executed by Borrower and the Required Lenders.
3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT.
3.1. GLOSSARY. Exhibit 2.1 of the Original Loan Agreement is hereby amended
by deleting the definition of "Permitted Stock Repurchase" in its entirety and
replacing it with the following definition:
"Permitted Stock Repurchase - any purchase by Domestice Borrower of
its own common stock made on reasonable terms in an arm's length
transaction (including open market purchases) which does not cause the
total expenditures by Domestic Borrower in all such transactions, in
the aggregate (calculated on a cumulative basis beginning on the
Effective Date), to exceed $70,000,000."
4. EFFECT OF AMENDMENT. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
Administrative Agent or Lenders under the Loan Agreement or any of the other
Loan Documents, nor constitute a waiver of any provision of the Loan Agreement,
any of the other Loan Documents or any existing Default or Event of Default, nor
act as a release or subordination of the Security Interests of Administrative
Agent or Lenders under the Security Documents. Each reference in the Loan
Agreement to "the Agreement", "hereunder", "hereof", "herein", or words of like
import, shall be read as referring to the Loan Agreement as amended by this
Amendment.
5. REAFFIRMATION. Borrower hereby acknowledges and confirms that (i) except as
expressly amended hereby the Loan Agreement remains in full force and effect,
(ii) the Loan Agreement is in full force and effect, (iii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iv) the Security Interests of Administrative Agent and Lenders under
the Security Documents secure all the Loan Obligations under the Loan Agreement
as amended by this Amendment, continue in full force and effect and have the
same priority as before this Amendment, and (v) Borrower has no claim against
Administrative Agent or any Lender arising from or in connection with the Loan
Agreement or the other Loan Documents, other than potential claims against
Lenders arising from penalties assessed against Borrower for the failure of
Borrower to pay any withholding Tax imposed by the United Kingdom prior to April
30, 1998.
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6. GOVERNING LAW. This Amendment has been executed and delivered in St. Louis,
Missouri, and shall be governed by and construed under the laws of the State of
Missouri without giving effect to choice or conflicts of law principles
thereunder.
7. SECTION TITLES. The section titles in this Amendment are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Amendment.
8. COUNTERPARTS; FACSIMILE TRANSMISSIONS. This Amendment may be executed in
one or more counterparts and on separate counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Signatures to this Amendment may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending the same.
9. INCORPORATION BY REFERENCE. Lenders and Borrower hereby agree that all of
the terms of the Loan Documents are incorporated in and made a part of this
Amendment by this reference.
10. STATUTORY NOTICE. The following notice is given pursuant to Section 432.045
of the Missouri Revised Statutes; nothing contained in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.
BORROWER AND LENDERS HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT
AGREEMENT BETWEEN BORROWER AND LENDERS WITH RESPECT TO THE SUBJECT MATTER OF
THIS AMENDMENT.
[the next page is the signature page]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
DT INDUSTRIES, INC. a Delaware XXXXXX CANADA INC., a New Brunswick,
Corporation Canada corporation
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------------- ---------------------------------
Xxxxx X. Xxxxx, Senior Vice Xxxxx X. Xxxxx, Vice President
President - Finance and and Treasurer
Administration
DT CANADA INC. a New Brunswick, ASSEMBLY TECHNOLOGIE & AUTOMATION
Canada corporation GMBH, a German limited liability
company
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
---------------------------------- ---------------------------------
Xxxxx X. Xxxxx, Vice President Xxxxx X. Xxxxx,
and Treasurer Geschaftsfuhrer
DT INDUSTRIES (UK) II LIMITED, a
corporation of England and Wales
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx, Director
[signature pages continue]
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NATIONSBANK, N.A., as Administrative DRESDNER BANK AG NEW YORK AND
Agent and a Lender GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
---------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
Vice President Vice President
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx
Assistant Vice President
THE BANK OF NEW YORK THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxxxx X. Xxxxxx By: /s/ F.C.H. Xxxxx
---------------------------------- ---------------------------------
Xxxxxxxxx X. Xxxxxx F.C.H. Xxxxx
Assistant Vice President Senior Manager Loan Operations
THE SAKURA BANK, LIMITED BANK OF TOKYO-MITSUBISHI
NEW YORK BRANCH
By: /s/ Xxxxxxxx Xxxxxx By: /s/ Xxxxxxxxx X. Xxxxx
---------------------------------- ---------------------------------
Xxxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxx
Senior Vice President Attorney-In-Fact
[signature pages continue]
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THE LONG-TERM CREDIT BANK OF THE SUMITOMO BANK, LIMITED
JAPAN, LTD.
By: By: /s/ X. X. Xxxxxxxx
---------------------------------- ---------------------------------
X. X. Xxxxxxxx
Vice President
N.Y. Office
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Xxxxx X. Xxxxx
Senior Vice President &
Regional Manager (East)
NATIONAL CITY BANK
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Xxxxx X. Xxxxxxxx
Vice President
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