SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of November 30, 2000, by and between BEI TECHNOLOGIES, INC., a Delaware
corporation ("BEI"), and BEI SENSORS & SYSTEMS COMPANY, INC., a Delaware
corporation (individually and collectively, "Borrower"), and XXXXX FARGO BANK,
NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of December 15, 1998, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 1.1(a) is hereby amended by (a) deleting "Thirteen Million
Dollars ($13,000,000.00)" as the maximum principal amount available under the
Line of Credit, and replacing it with "Twenty-five Million Dollars
($25,000,000.00)" and (b) deleting "December 15, 2001" as the last day on which
Bank will make advances under the Line of Credit, and by substituting for said
date "December 15, 2002," with such changes to be effective upon the execution
and delivery to Bank of a promissory note substantially in the form of Exhibit A
attached hereto (which promissory note shall replace and be deemed the Line of
Credit Note defined in and made pursuant to the Credit Agreement) and all other
contracts, instruments and documents required by Bank to evidence such change.
2. Section 1.1(a) is further amended by deleting the following:
"provided, however, that availability under the Line of Credit shall be
limited to $12,000,000.00 until such time as Bank has received and
reviewed BEI's FYE 1999 audited financial statement which reflects a
ratio of Funded Debt to EBITDA of not greater than 3.00 to 1.00 for the
fiscal year then ended, at which time (assuming no Event of Default
then exists) availability under the Line of Credit shall be increased
to $13,000,000.00."
3 The maximum principal amount available under the Letter of Credit
Subfeature remains Six Million Dollars ($6,000,000.00).
4. Section 1.2(d) is hereby amended to read as follows:
"(d) Unused Commitment Fee. Borrower shall pay to Bank a fee
equal to fifteen hundredths percent (0.15%) per annum (computed on the
basis of a 360-day year, actual days elapsed) on the average daily
unused amount of the Line of Credit, which fee shall be calculated on a
monthly basis by Bank and shall be due and payable
-1-
by Borrower in arrears within ten (10) days after each billing is sent
by Bank. Said fee is subject to adjustment from time to time as set
forth in the Addendum to the Line of Credit Note."
5. A new paragraph (e) is added to Section 4.9, which paragraph (e)
read as follows:
"(e) Profitability (defined as net income after taxes) of not
less than $4,000,000.00 during each four (4) fiscal period, determined
as of each fiscal quarter end on a trailing four quarter basis."
6. Section 4.11 is hereby deleted in its entirety, without
substitution.
7. Section 5.6 is amended by deleting the following:
", and (b) additional liabilities (inclusive of liabilities under this
Agreement) not to exceed at any time an aggregate outstanding principal
balance of $12,000,000.00 (increasing to $13,000,000.00 if and when the
availability under the Line of Credit increases to such amount";
replacing it with the following:
", and (b) the liabilities of Borrower to Bank".
8. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
9. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.
XXXXX FARGO BANK,
BEI TECHNOLOGIES, INC. NATIONAL ASSOCIATION
By: _______________________________ By: _______________________
Xxxxxx X. Xxxx Xxxxxxx Xxxxxx
Vice President/Secretary/Treasurer Assistant Vice President
BEI SENSORS & SYSTEMS COMPANY, INC.
By: _________________________________
Xxxxxx X. Xxxx
Vice President/Secretary/Treasurer
