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EXHIBIT 10.52
SEVENTH AMENDMENT TO CREDIT AGREEMENT AND NOTE
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Seventh
Amendment"), made and entered into as of the 31st day of January,
1996, by and between DATRON SYSTEMS INCORPORATED, a Delaware
corporation ("Company"), and UNION BANK, a California banking
corporation ("Bank"),
W I T N E S S E T H:
WHEREAS, on May 11, 1994, the Company and the Bank entered
into a certain Credit Agreement and Note (as amended by those
certain First, Second, Third, Fourth, Fifth and Sixth Amendments to
Credit Agreement and Note, dated as of October 26, 1994, December
29, 1994, February 28, 1995, March 31, 1995, August 17, 1995 and
January 3, 1996, respectively, the "Credit Agreement") pursuant to
which the Bank agreed to textend to the Company and the Company
agreed to accept from the Bank certain credit facilities more
particularly described therein; and
WHEREAS, the Company and the Bank desire to amend the Credit
Agreement to extend until March 31, 1996 the temporary Two Million
Dollar ($2,000,000.00) increase in availability under the Revolving
Loan Facility, and a temporary aggregate Two Million Dollar
($2,000,000.00) decrease in availability under the Standby Facility
and the L/C Facility, provided for in the Sixth Amendment;
NOW, THEREFORE, for and in consideration of the premises
hereof, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. All capitalized terms used in this Seventh Amendment,
shall unless otherwise defined herein or unless the context
otherwise requires have the meanings given thereto in the Credit
Agreement.
2. Subsection 1.01(a) of the Credit Agreement is amended
to read as follows:
(a) The outstanding principal amount of all Revolving
Loans shall not exceed in the aggregate (i) at any given
time during the period commencing on the Seventh Amendment
Effective Date and ending on March 31, 1996, Ten Million
Five Hundred Thirty-five Thousand Dollars ($10,535,000.00),
or (ii) at any other given time, Eight Million Five Hundred
Thirty-five Thousand Dollars ($8,535,000.00) (the "Revolving
Loan Commitment");
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3. Subsection 1.01(b) of the Credit Agreement is amended
to read as follows:
(b) Except as otherwise provided in Subsections
1.01(c),(d) and (e) hereof, the sum of:
(i) the aggregate amount available to be
drawn under all Standby L/C's;
(ii) the aggregate amount of unpaid
reimbursement obligations in respect of all drafts
drawn under Standby L/C's (the sum of the aggregate
amounts described in Subsection 1.01(b)(i) hereof
and in this Subsection 1.01(b)(ii) being hereinafter
referred to as "Standby L/C Utilization");
(iii) the aggregate amount available to be
drawn under all Commercial L/C's; and
(iv) the aggregate amount of unpaid
reimbursement obligations in respect of all drafts
drawn under Commercial L/C's (the sum of the aggregate
amounts described in Subsection 1.0(b)(iii) hereof and
in this Subsection 1.01(b)(iv) being hereinafter
referred to as "Commercial L/C Utilization");
shall not exceed (x) at any given time during the period
commencing on the Seventh Amendment Effective Date and ending
on March 31, 1996, Sixteen Million Dollars
($16,000,000.00), or (y) at any other given time, Eighteen
Million Dollars ($18,000,000.00);
4. Subsection 1.01(c) of the Credit Agreement is amended
to read as follows:
(c) Commercial L/C Utilization shall not exceed
in the aggregate at any one time the lesser of:
(i) Two Million Dollars ($2,000,000.00); or
(ii) the difference between:
(A) at any given time during the period
commencing on the Seventh Amendment Effective
Date and ending on March 31, 1996, Sixteen
Million Dollars ($16,000,000.00) or, at any
given time, Eighteen Million Dollars
($18,000,000.00); and
(B) Standby L/C Utilization;
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5. Subsection l.01(e) of the Credit Agreement is amended
to read as follows:
(e) Standby L/C Utilization relating to Standby L/C's
issued in favor of beneficiaries located in countries listed
in Column D of Exhibit A hereto (individually a "Column D
Country" and collectively the "Column D Countries") shall
not exceed in the aggregate at any one time:
(i) in the case of all beneficiaries located in any
given Column D Country, Five Hundred Thousand Dollars
($500,000.00); and
(ii) in the case of all beneficiaries located in all
Column D Countries, the lesser of:
(A) Two Million Five Hundred Thousand Dollars
($2,500,000.00); or
(B) the difference between:
(1) at any given time during the period
commencing on the Seventh Amendment
Effective Date and ending on March 31,
1996, Sixteen Million Dollars
($16,000,000.00) or, at any other
given time, Eighteen Million Dollars
($18,000,000.00); and
(2) the sum of (I) Standby L/C
Utilization relating to Standby L/C's
issued in favor of all beneficiaries
located in all countries other than
Column D Countries, and (II) Commercial
L/C Utilization.
6. Section 7.01 of the Credit Agreement is amended by
the addition thereto of the following definitions in proper
alphabetic order:
"Seventh Amendment" shall mean that certain Seventh Amendment
to Credit Agreement and Note, dated as of January 31, 1996,
by and between the Company and the Bank.
"Seventh Amendment Effective Date" shall mean the date on
which the Seventh Amendment becomes effective as provided in
Paragraph 7 thereof.
7. This Seventh Amendment shall become effective on the
date on which the Bank receives this Seventh Amendment, duly
executed by the Company.
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8. Except as expressly provided herein, the Credit
Agreement is unchanged and remains in full force and effect.
9. This Seventh Amendment shall be governed by and
construed in accordance with the laws of the State of California.
10. This Seventh Amendment may be executed in any number
of identical counterparts, any set of which signed by both parties
hereto shall be deemed to constitute a complete, executed original
for all purposes.
IN WITNESS WHEREOF, the Bank and the Company have caused this
Seventh Amendment to be executed as of the day and year first above
written.
UNION BANK DATRON SYSTEMS INCORPORATED
By: /s/ XXXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXXX
Title: Vice President Title: Vice President
By: /s/ M. E. XXXXXX By: /s/ XXXXX X. DERBY
Title: Vice President Title: President and CEO
