EXHIBIT 10.42.5
Amendment to Amended and Restated Note Agreement
dated May 31, 1995
between the Registrant and Principal Mutual Life Insurance Company
AMENDMENT
THIS AMENDMENT ("Amendment") dated as of May 31, 1995 is entered into between
Hurco Companies, Inc., an Indiana corporation (the "Company"), and Principal
Mutual Life Insurance Company (the "Purchaser").
WITNESSETH:
The Company and the Purchaser have entered into that certain Hurco Companies,
Inc. Amended and Restated Note Agreement dated as of March 24, 1994, as amended
by that certain Amendment and Notes Modification Agreement dated as of January
31, 1995 (as so amended, the "Note Agreement"). The Company and the Purchaser
agree to amend the Note Agreement on the terms and conditions hereinafter set
forth. Terms defined in the Note Agreement which are used herein shall have the
same meaning set forth in the Note Agreement unless otherwise specified herein.
1. AMENDMENT. Effective as of May 31, 1995 and subject to the conditions
precedent set forth in paragraph 2 hereof, the Note Agreement is hereby amended
as follows:
1.1 In SECTION 7.1, the word "and" before "January 31, 1996" is
deleted and replaced by ",", the words "and April 30, 1996" are
added after "January 31, 1996", and the following fiscal period
and amount are added under the headings "FISCAL QUARTER ENDED"
and "MINIMUM CONSOLIDATED ADJUSTED NET WORTH":
MINIMUM CONSOLIDATED
FISCAL QUARTER ENDED ADJUSTED NET WORTH
April 30, 1996 $5,100,000
1.2 In SECTION 7.2, the date "January 31, 1996" in the fifth line
is replaced by the date "May 1, 1996", and the following fiscal
period and amount are added under the headings "FISCAL QUARTER
ENDED" and "MINIMUM CURRENT ASSETS":
MINIMUM
FISCAL QUARTER ENDED CURRENT ASSETS
April 30, 1996 $38,500,000
1.3 In SECTION 7.3, the following fiscal period and percentage
are added under the headings "FISCAL QUARTER ENDED" and
"PERCENTAGE":
FISCAL QUARTER ENDED PERCENTAGE
April 30, 1996 87%
1.4 In SECTION 7.4, the following fiscal period and amount are
added under the headings "FISCAL PERIOD" and "MAXIMUM LOANS,
ETC.":
FISCAL PERIOD MAXIMUM LOANS, ETC.
Fiscal Quarter
Ending April 30, 1996 $375,000
1.5 In SECTION 7.5, the following fiscal period and ratio are
added under the headings "FISCAL QUARTER ENDED" and "RATIO":
FISCAL QUARTER ENDED RATIO
April 30, 1996 0.67 to 1.0
2. CONDITIONS PRECEDENT AND SUBSEQUENT. This Amendment shall become effective as
of the latest to occur of the date (i) the Company shall have delivered to the
Purchaser reaffirmations of each of the Subsidiary Guaranties and the Autocon
Guaranty executed in favor of Purchaser, (ii) the Company and NBD execute and
deliver amendments to the NBD Agreement and the NBD Term Loan in the form of
EXHIBIT A attached hereto, (iii) the Purchaser and NBD execute and deliver an
amendment to the Intercreditor Agreement in the form of EXHIBIT B attached
hereto (the "Intercreditor Amendment"), and (iv) the Company shall have paid to
the Collateral Agent the first $25,000 amendment fee referred to in paragraph 3
of the Intercreditor Amendment, and shall be subject to the condition subsequent
that the Company shall have paid to the Collateral Agent the second $25,000
amendment fee referred to in paragraph 3 of the Intercreditor Amendment on or
before August 1, 1995.
3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and warrants to
the Purchaser that (i) this Amendment constitutes a legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, and (ii) that no event has occurred and no condition exists which
constitutes an "Event of Default" (as defined in the Note Agreement) or with the
lapse of time or the giving of notice or both, would become an Event of Default.
4. COSTS AND EXPENSES. In accordance with SECTION 11.1 of the Note Agreement,
the Company acknowledges that it is liable to pay all reasonable expenses of
Purchaser, including, without limitation, reasonable charges and disbursements
of special counsel, incurred in connection with the preparation, execution and
delivery of this Amendment.
5. RATIFICATION. Except as specifically amended or modified above, the Note
Agreement and each of the Notes shall remain in full force and effect and are
hereby ratified and confirmed. The execution, delivery and effectiveness of this
Amendment shall neither operate as a waiver of any right, power or remedy of the
Purchaser under the Note Agreement or the Notes nor operate as a waiver of any
provision of the Note Agreement or the Notes except as specifically set forth
herein.
IN WITNESS WHEREOF, the Company and the Purchaser have caused this Amendment to
be executed and delivered by their respective officer or officers thereunto duly
authorized.
HURCO COMPANIES, INC.
By: /S/ XXXXX X. XXXX
--------------------------
Title: Senior Vice President
and Chief Financial Officer
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By: /S/XXXXXX X. XXXXXXXX
-----------------------
Title: Counsel
By: /S/XXXXX XXXXX
-----------------------
Title:Counsel
