SECOND 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 SECOND AMENDMENT to FOURTH AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of April 30, 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. Borrowers, Administrative Agent, 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 (the "Original Loan Agreement").
B. DT Industries, Inc. (referred to herein and in the Original Loan Agreement
as "Domestic Borrower") has created a wholly-owned direct Subsidiary called
DT Resources, Inc. which is a "Significant Subsidiary" under the Original
Loan Agreement but which does not intend to guaranty any of the Loan
Obligations.
C. Detroit Tool Metal Products Co., a wholly-owned Subsidiary of Domestic
Borrower and a Covered Person, intends to sell all of the assets of its
knitting
elements division to Hit Groep BV for total consideration of approximately
$9,400,000 on or about April 30, 1998.
D. Borrower desires to enter into industrial revenue bond financing from time
to time.
E. The Required Lenders have agreed to amend the Original Loan Agreement to
permit the transactions described in paragraphs B, C, and D above, 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:
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.
CONDITIONS TO EFFECTIVENESS OF AMENDMENT. This Amendment shall become effective
as of April 30, 1998 (the "Amendment Effective Date"), but only if this
Amendment has been executed by Borrower and the Required Lenders and each of the
documents and requirements listed in Exhibit 2 hereto have been duly executed,
delivered, and/or satisfied, as applicable, in form and substance satisfactory
to Administrative Agent and Required Lenders.
3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT.
DISPOSAL OF PROPERTY. Section 14.6 of the Original Loan Agreement is hereby
amended by inserting the following words after the words "in the
aggregate": "except for the sale by Detroit Tool Metal Products Co. of the
assets of its knitting elements division of Hit Groep BV on or about April
30, 1998 for a total sale price of approximately $9,400,000 provided that
all of the proceeds of such sale, net of all transaction costs, are
promptly paid to Administrative Agent for the ratable benefit of the
Lenders, to be applied to the Revolving Loan and provided that such sale is
consummated on or before May 29, 1998, and except for lease or sale and
leaseback transactions undertaken in connection with Section 14.2.6 of this
Agreement."
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INDEBTEDNESS. Section 14.2 of the Original Loan Agreement is hereby amended
by inserting the following Section 14.2.6:
"14.2.6. Indebtedness of any Covered Person, other than German
Borrower, UK Borrower, or Canadian Borrowers with respect to the
proceeds of issued bonds on which the interest is tax exempt under
Section 103 of the Code, so long as the aggregate principal amount
outstanding with respect thereto does not at any time exceed
$15,000,000."
SECURITY INTERESTS. Section 14.4.9 of the Original Loan Agreement is hereby
amended by replacing the figure "$20,000,000" with the figure
"$25,000,000".
WAIVER. Lenders hereby waive the requirement imposed by Section 8.3 or any other
provision of the Loan Agreement which would require DT Resources, Inc. to
guaranty any of the Loan Obligations.
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.
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, and (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.
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.
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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.
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.
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.
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.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
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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, Vice President - Xxxxx X. Xxxxx, Vice President,
Finance and Secretary Treasurer, and Secretary
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,
Treasurer and Secretary Geschaftsfuhrer
DT INDUSTRIES (UK) II LIMITED, a
corporation of England and Wales
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx, Director
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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/ Xxxx X. Xxxxxxx
---------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxx
Vice President Assistant Vice President
By: /s/ Brigitte Sachin
---------------------------------
Brigitte Sachin
Assistant Treasurer
THE BANK OF NEW YORK THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. X'Xxxx By: /s/ F.C.H. Xxxxx
---------------------------------- ---------------------------------
Xxxxxxx X. X'Xxxx F.C.H. Xxxxx
Vice President Senior Manager Loan Operations
THE SAKURA BANK, LIMITED BANK OF TOKYO-MITSUBISHI
NEW YORK BRANCH
By: By: /s/ Xxxxxxxxx X. Xxxxx
---------------------------------- ---------------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Attorney-In-Fact
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THE LONG-TERM CREDIT BANK OF THE SUMITOMO BANK, LIMITED
JAPAN, LTD.
By: /s/ Xxxxxx X. Xxxxxx, Xx. By: /s/ X. X. Xxxxxxxx
---------------------------------- ---------------------------------
Xxxxxx X. Xxxxxx, Xx. X. X. Xxxxxxxx
Senior Vice President 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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EXHIBIT 2
DOCUMENTS AND REQUIREMENTS
1. Second Amendment to Loan Agreement
2. Stock Pledge Agreement executed by DT Industries, Inc. with respect to 100%
of the capital stock of DT Resources, Inc., with original stock
certificates and stock powers executed in blank
3. Good Standing Certificate for DT Resources, Inc.
4. Secretary's Certificate for DT Resources, Inc., certifying Articles of
Incorporation, Bylaws, and Incumbency.
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