EXHIBIT 10.10
FOURTH AMENDMENT TO CREDIT AGREEMENT
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FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment"),
dated as of September __, 1997, among AXSYS TECHNOLOGIES, INC. (f/k/a
VERNITRON CORPORATION), a corporation organized and existing under the
laws of the State of Delaware (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks"), and BANQUE PARIBAS, as agent
(the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement, dated as of April 25, 1996 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Borrower adopted an amendment to its Long-Term Stock
Incentive Plan (the "Amended Plan") increasing the number of shares
issuable under the Amended Plan to 400,000, subject to stockholders'
approval;
WHEREAS, the Borrower intends to offer for sale up to 1,064,809
shares of Common Stock (the "Borrower Common Shares") (plus an
additional 229,283 shares of Common Stock pursuant to an
over-allotment option) in connection with an underwritten public
offering of such shares (the "Offering");
WHEREAS, after giving effect to the Offering, Xx. Xxxxxxx X.
Xxxxxxx would fail to control shares of capital stock of the Borrower
entitling him to exercise at least 35% of the combined voting power of
the Voting Securities; and
WHEREAS, the Banks are willing to amend certain provisions of the
Credit Agreement, subject to and on the terms and conditions set forth
herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in the
Credit Agreement, the undersigned Banks hereby consent to the
amendment of the Borrower's Long-Term Stock Incentive Plan increasing
the number of shares issuable under the Amended Plan to 400,000.
2. The covenant on limitation of issuance of capital stock
contained in Section 9.18 of the Credit Agreement is hereby amended by
deleting the words "as in effect on the Effective Date" and inserting
in lieu thereof the words "as amended from time to time".
3. The definition of "Change of Control" contained in Section 11
of the Credit Agreement is hereby amended by deleting the percentage
"35%" appearing in clause (ii) thereof and inserting in lieu thereof
the percentage "25%".
4. Notwithstanding anything to the contrary contained in the
Credit Agreement, including the equity recapture provisions contained
therein, the undersigned Banks hereby consent to the Borrower using
the proceeds of 314,809 of Borrower Offered Shares sold pursuant to
the Offering, to purchase certain warrants exercisable into shares of
Common Stock (the "Warrant Shares") held by Banque Paribas, Paribas
Principal Incorporated, DLJ First ESC L.L.C. and CIT Group/Credit
Finance, Inc., which Warrant Shares would otherwise be sold pursuant
to the Offering.
5. In order to induce the Banks to enter into this Fourth
Amendment, the Borrower hereby represents and warrants that on the
Fourth Amendment Effective Date, both before and after giving effect
to this Fourth Amendment and the transactions contemplated hereby, (1)
no Default or Event of Default shall exist and (2) all of the
representations and warranties contained in the Credit Documents shall
be true and correct in all material respects, with the same effect as
though such representations and warranties had been made on and as of
the Fourth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true
and correct in all materials respects as of such specified date).
6. This Fourth Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document.
7. This Fourth Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be
lodged with the Borrower and the Agent.
8. THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.
9. This Fourth Amendment shall become effective as of the date
hereof (the "Fourth Amendment Effective Date") when each Credit Party,
the Required Banks and the Collateral Agent shall have signed a copy
hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Fourth Amendment to be duly executed and delivered
as of the date first above written.
AXSYS TECHNOLOGIES, INC.,
as Borrower
By /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
PRECISION AEROTECH, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
SPEEDRING, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
SPEEDRING SYSTEMS, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
TELETRAC, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
BANQUE PARIBAS
individually, as Agent and as Collateral Agent.
By /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Managing Director
By /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
PARIBAS CAPITAL FUNDING LLC
By /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Director
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: V.P. Portfolio Manager
FIRST SOURCE FINANCIAL LLP
By First Source Financial, Inc.,
its Agent/Manager
By /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Director
Fleet Bank, N.A.
By /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
