EXHIBIT 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 19, 2002
(this "Amendment"), is between PERCEPTRON, INC., a Michigan corporation (the
"Borrower") and BANK ONE, MICHIGAN, a Michigan banking corporation (the "Bank").
RECITALS
A. The Borrower and the Bank are parties to a Credit Agreement, dated
as of September 24, 2001 (as now and hereafter amended, the "Credit Agreement").
B. The Borrower desires to amend the Credit Agreement and the Bank is
willing to do so strictly in accordance with the terms hereof.
TERMS
In consideration of the premises and of the mutual agreements herein
contained, the parties agree as follows:
ARTICLE 1.
AMENDMENTS
Upon fulfillment of the conditions set forth in Article 3 hereof, the
Credit Agreement shall be amended as follows:
1.1 The definition of "Facility A Commitment" in Article 1 shall be
amended by deleting the references therein to "$17,000,000" and inserting
"$12,000,000" in place thereof.
ARTICLE 2.
REPRESENTATIONS
The Borrower represents and warrants to the Bank that:
2.1 The execution, delivery and performance of this Amendment is within
its powers, has been duly authorized and is not in contravention with any law,
of the terms of its Articles of Incorporation or By-laws, or any undertaking to
which it is a party or by which it is bound.
2.2 This Amendment is the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with the terms hereof.
2.3 After giving effect to the amendments herein contained, the
representations and warranties contained in Article 5 of the Credit Agreement
are true on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.
2.4 No Default or Unmatured Default exists or has occurred and is
continuing on the date hereof other than such defaults which have been waived by
the Bank through December 31, 2001.
ARTICLE 3.
CONDITIONS OF EFFECTIVENESS
This Amendment shall not become effective until each of the following
has been satisfied:
3.1 This Amendment shall be signed by the Borrower and the Bank.
3.2 The Borrower shall have received payment of the preliminary
purchase price from the Sale (as defined in Section 4.1 below).
ARTICLE 4.
MISCELLANEOUS
4.1 Borrower has informed the Bank that it intends to sell
substantially all of the assets related to its Forest Products Business Unit
(the "Sale") pursuant to the terms of an Asset Purchase Agreement dated March
13, 2002 among the Borrower, certain subsidiaries and U.S. Natural Resources,
Inc. (the "Buyer") (the "Asset Purchase Agreement"). The Bank hereby waives any
Default which may be caused by the Sale under Section 6.16 of the Credit
Agreement, provided that the Borrower covenants and agrees to prepay Facility A
in an amount equal to the preliminary purchase price received from the Buyer
pursuant to Section 3.4 of the Asset Purchase Agreement, net of transaction
expenses, which payment shall be made on the date the Borrower receives such
payment from the Buyer. In addition, the Borrower shall immediately deliver to
the Bank any promissory note, duly endorsed in blank, which may be received by
the Borrower from the Buyer pursuant to Section 3.5.1 of the Asset Purchase
Agreement.
4.2 References in the Credit Agreement or in any note, certificate,
instrument or other document to the "Credit Agreement" shall be deemed to be
references to the Credit Agreement as amended hereby and as further amended from
time to time.
4.3 The Borrower agrees to pay and to save the Bank harmless for the
payment of all costs and expenses arising in connection with this Amendment,
including the reasonable fees of counsel to the Bank in connection with
preparing this Amendment and the related documents.
4.4 The Borrower acknowledges and agrees that the Bank has fully
performed all of their obligations under all documents executed in connection
with the Credit Agreement and all actions taken by the Bank are reasonable and
appropriate under the circumstances and within their rights under the Credit
Agreement and all other documents executed in connection therewith and otherwise
available. The Borrower represents and warrants that it is not aware of any
claims or causes of action against the Bank, any participant lender or any of
their successors or assigns.
4.5 Except as expressly amended hereby, the Borrower agrees that the
Credit Agreement, the Notes, the Security Documents and all other documents and
agreements executed by the Borrower in connection with the Credit Agreement in
favor of the Bank are ratified and confirmed and shall remain in full force and
effect and that it has no set off, counterclaim or defense with respect to any
of the foregoing. Terms used but not defined herein shall have the respective
meanings ascribed thereto in the Credit Agreement.
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4.6 This Amendment may be signed upon any number of counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.
IN WITNESS WHEREOF, the parties signing this Amendment have caused this
Amendment to be executed and delivered as of March 19, 2002.
PERCEPTRON, INC.
By: /S/ Xxxx X. Xxxxxx
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Its: Vice President
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By: /S/ Xxxxxx X. Xxxxx
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Its: Controller
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BANK ONE, MICHIGAN
By: /S/ Xxxxx X. Xxxxx
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Its: Vice President
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