EXHIBIT 10.2
WAIVER AND AMENDMENT NO. 8
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS WAIVER AND AMENDMENT NO. 8 ("Amendment") is entered into as of
February 12, 1999 by and among BRIDGEPORT MACHINES, INC.("BMI"), BRIDGEPORT
MACHINES LIMITED ("BML") and BRIDGEPORT MACHINES GmbH ("BMG") (BMI, BML and BMG
each, a "Borrower" and jointly and severally, the "Borrowers"); IBJ WHITEHALL
BUSINESS CREDIT CORPORATION (as successor in interest to IBJ Xxxxxxxx Business
Credit Corporation as successor in interest to IBJ Xxxxxxxx Bank & Trust
Company) ("IBJS"), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC") (IBJS and GECC
each, a "Lender" and jointly and severally, the "Lenders"); and IBJS, as agent
for the Lenders (in such capacity, the "Agent").
BACKGROUND
BMI, BML, Lenders and Agents are parties to an Amended and Restated
Revolving Credit, Term Loan and Security Agreement, dated as of December 23,
1994, as amended by: Amendment No. 1 to Amended and Restated Revolving Credit,
Term Loan and Security Agreement, dated as of March 31, 1995; Waiver and
Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan and Security
Agreement dated as of May 31, 1995; an Amended and Restated Waiver and Amendment
No. 2 to Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated as of June 28, 1995; an Amendment No. 3 to Amended and Restated Revolving
Credit, Term Loan and Security Agreement dated as of November 30, 1995; an
Amendment No. 4 to Amended and Restated Revolving Credit, Term Loan and Security
Agreement dated as of August 2, 1996, wherein, among other things, BMG was added
as a Borrower; an Amendment No. 5 to Amended and Restated Revolving Credit, Term
Loan and Security Agreement dated as of March 21, 1997; a Consent and Amendment
No. 6 to Amended and Restated Revolving Credit, Term Loan and Security Agreement
dated as of May 16, 1997 and a Consent and Amendment No. 7 to Amended and
Restated Revolving Credit, Term Loan and Security Agreement dated as of November
24, 1998 (as same may be further amended, supplemented or otherwise modified
from time to time, the "Loan Agreement"), pursuant to which Lenders provide BMI,
BML and BMG with certain financial accommodations.
Borrowers have requested that Lenders amend certain covenant violations
and amend certain provisions of the Loan Agreement and Lenders are willing to do
so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by
Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 5 below:
(a) The following definitions in Section 1.2 of the Loan
Agreement are hereby amended in their entirety to read as follows:
(i) "Domestic Revolving Interest Margin" for
Revolving Advances which are Prime Rate Domestic Loans or
Prime Rate U.K. Loans shall be subject to change by Agent
within fifteen (15) days of each required delivery date of the
quarterly financial statements of Borrowers as set forth in
Section 9.8 of the Agreement and shall be fixed as set forth
below for each quarter based upon the Senior Interest Coverage
Ratio at the end of the immediately preceding fiscal quarter.
Senior Interest Coverage Margin
------------------------ ------
less than 2.0 to 1.0 .25%
greater than or equal to 2.0 to 1.0 .0%
(ii) "Domestic Term Loan Interest Margin" for Prime
Rate Domestic Term Loans and Prime Rate U.K. Term Loans shall
be subject to change by Agent within fifteen (15) days of each
required delivery date of the quarterly financial statements
of Borrowers as set forth in Section 9.8 of the Agreement and
shall be fixed as set forth below for each quarter based upon
the Senior Interest Coverage Ratio at the end of the
immediately preceding fiscal quarter.
Senior Interest Coverage Margin
------------------------ ------
less than 2.0 to 1.0 .50%
greater than or equal to 2.0 to 1.0 .25%
(iii) "Eurodollar Revolving Interest Margin" for
Revolving Advances consisting of Sterling Loans and Domestic
Loans shall be subject to change by Agent within fifteen (15)
days of each required delivery date of the quarterly financial
statements of Borrowers as set forth in Section 9.8 of the
Agreement and shall be fixed as set forth below for each
quarter based upon the Senior Interest Coverage Ratio at the
end of the immediately preceding fiscal quarter.
Senior Interest Coverage Margin
------------------------ ------
less than 2.0 to 1.0 2.00%
greater than or equal to 2.0 to 1.0 1.75%
(iv) "Eurodollar Term Loan Interest Margin" for
Eurodollar Rate Domestic Term Loans and Eurodollar Rate U.K.
Term Loans shall be subject to change by Agent within fifteen
(15) days of each required delivery date of the quarterly
financial statements of Borrowers as set forth in Section 9.8
of the Agreement and shall be fixed as set forth below for
each quarter based upon the
Senior Interest Coverage Ratio at the end of the immediately
preceding fiscal quarter.
Senior Interest Coverage Margin
------------------------ ------
less than 2.0 to 1.0 2.25%
greater than or equal to 2.0 to 1.0 2.00%
(b) Section 6.7 of the Loan Agreement is hereby amended in its
entirety to read as follows:
"6.7 Senior Interest Coverage. Cause to be maintained
Senior Interest Coverage not less than (a) 1.0 to 1.0 at the end of
each fiscal quarter ended from 4/3/99 through and including the fiscal
quarter ended 4/1/00 with respect to the four fiscal quarters then
ended and (b) 4.0 to 1.0 at the end of each fiscal quarter ended
thereafter with respect to the four fiscal quarters then ended."
3. Waiver. Subject to the satisfaction of the conditions precedent set
forth in Section 4 below, Lenders hereby waive any Event of Default that has
occurred as a result of Borrowers' non-compliance with Section 6.7 of the Loan
Agreement to the extent that such Event of Default arose solely as a result of
Borrowers' failure to maintain the required Senior Interest Coverage as of
January 2, 1999.
4. Conditions Precedent. This Waiver and Amendment shall become
effective upon satisfaction of the following conditions precedent:
(a) This Waiver and Amendment shall have been executed by the
Lenders, the Borrowers and the Guarantor, in four counterparts, with executed
counterparts delivered to each of the parties.
(b) Agent shall have received an amendment fee of $20,000.00
to be shared equally by the Lenders.
5. Representations and Warranties.
(a) Borrowers hereby represent and warrant that as of the date
hereof:
(i) This Waiver and Amendment and the Loan Agreement,
as amended hereby, constitute legal, valid and binding
obligations of Borrowers and are enforceable against Borrowers
in accordance with their respective terms.
(ii) Upon the effectiveness of this Waiver and
Amendment, Borrowers hereby reaffirm their respective
covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and
agree that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date
of this Waiver and Amendment.
(iii) No Event of Default or Default has occurred and
is continuing or would exist after giving effect to this
Waiver and Amendment.
(iv) Borrowers have no knowledge of any facts which
would form the basis for any defense, counterclaim or offset
with respect to the Loan Agreement.
(b) Lenders hereby represent and warrant that this Waiver and
Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and
binding obligations of Lenders and are enforceable against Lenders in accordance
with their respective terms.
6. Effect on the Loan Agreement
(a) Upon the effectiveness of this Waiver and Amendment, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Loan
Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Waiver
and Amendment shall not operate as a waiver of any right, power or remedy of
Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any
other documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. Governing Law. This Waiver and Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.
8. Headings. Section headings in this Waiver and Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Waiver and Amendment for any other purpose.
9. Counterparts. This Waiver and Amendment may be executed by the
parties hereto in one or more counterparts, each of which shall be deemed to be
an original and all of which taken together shall be deemed to constitute one
and the same agreement.
IN WITNESS WHEREOF, this Waiver and Amendment has been duly executed as
of the day and year first written above.
BRIDGEPORT MACHINES, INC.,
as Borrower and Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Treasurer
BRIDGEPORT MACHINES LIMITED,
as Borrower
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney In Fact
BRIDGEPORT MACHINES GmbH,
as Borrower
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney In Fact
IBJ WHITEHALL BUSINESS CREDIT CORPORATION,
as Lender and as Agent
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By: /s/Xxxxxx Xxxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxxx
Title: Duly Authorized Signature
