FIRST AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT
THIS AGREEMENT (the "Agreement") dated as of the 1st day of July, 1999,
between FLEET BANK, N.A., with offices at 0000 Xxxxx 00 Xxxx, Xxxxxxxxxxx, Xxx
Xxxxxx 00000 (the "Bank") and XXXXXXXXX TECHNOLOGIES INC., a Delaware
corporation, with offices at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000
("BTI" or "Borrower"), XXXXXXXXX INSTRUMENTS INCORPORATED, a New Jersey
corporation, with offices at 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000
("BII"), XXXXXXXXX RESEARCH LIMITED, a Canadian corporation with offices at 0000
Xxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X IVI ("BRL"), and DIGIVISION,
INC., a California corporation with offices at 0000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000.
WITNESSETH:
WHEREAS, Borrower executed and delivered a revolving credit note to Bank in
the current principal sum not to exceed Five Million and 00/100 Dollars
($5,000,000) (the "Revolving Credit Line"); and
WHEREAS, the advances under the Revolving Credit Line are made by Bank in
accordance with and subject to the terms, covenants, conditions and provisions
of the Revolving Credit Loan Agreement, dated as of March 13, 1998 (as further
amended herein, the "Loan Agreement");
WHEREAS, the terms of Loan Agreement provide that the Borrower may request
advances under the Loan Agreement up to and until June 30, 1999 (the "Revolving
Credit Termination Date"); and
WHEREAS, Borrower has acquired Digivision, Inc., since the date of the Loan
Agreement, and the Bank requires that Digivision, Inc., guaranty Borrower's
obligations under the Revolving Credit Line and the Loan Agreement (together
with all related documents, the "Loan Documents"); and
WHEREAS, the Borrower and Bank have agreed to further amend the terms and
conditions of the Loan Agreement upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereby agree as follows:
1. Preamble. Each and every part of the preamble hereof is incorporated
herein by reference as if set forth at length.
2. Amendment of Loan Agreement.
a. The definition of Revolving Credit Termination Date is revised to June
28, 2000.
b. The definition of "LIBOR Interest Rate" is revised to mean an interest
rate based upon the LIBOR Rate, plus 1.50%.
3. The definition of "Base Interest Rate" is revised to mean a variable
interest rate equal to the Prime Rate, less 1 .0%.
d. Section 2.4 (Fees) is deleted and replaced with the following:
Borrower shall pay an annual commitment fee to Lender on the Revolving
Credit, which fee shall equal one-quarter of one percent (0.25%) of
the Revolving Credit measured on
a per annum basis and payable as of the end of each of Borrower's
fiscal quarters.
e. Section 6.5 (Borrower and BII Financial Covenants) is in its entirety.
f. Section the following: 6.6 (Borrower and Subsidiary Financial Covenants)
is deleted and replaced with
SECTION 6.6.1 Total Liabilities to Tangible Net Worth. The ratio of
Total Liabilities to Tangible Net Worth shall not equal or exceed
0.40.
SECTION 6.6.2 Net Income. The consolidated Net Income shall exceed
$2,000,000 on a rolling four quarter basis, without a loss in any two
(2) consecutive calendar year quarters (non-cash writeoffs shall be
excluded from this calculation).
SECTION 6.6.3 Capital Expenditures/Acquisitions. The aggregate of
capital expenditures, loans, investments or advances to entities which
are not or do not become a Guarantor (specifically to include BRL), or
funds used for acquisitions shall not exceed $10,000,000 in any
aggregate four (4) consecutive calendar year quarters, without
Lender's prior written consent.
SECTION 6.6.4 Borrower and Guarantor Financial Covenants. Borrower and
Guarantor shall have combined assets that represent at least 80% of
the assets of the Borrower and all of Borrower's subsidiaries.
3. Representations and Warranties of Borrower. Borrower hereby represents
and warrants to the Bank that the statements, representations and warranties
made by Borrower in the Loan Agreement are true and correct in all material
respects as of the date hereof.
4. Affirmation. Except as expressly modified herein, the Loan Agreement, as
amended, and all other documents related to the Revolving Credit Line
(collectively, the "Loan Documents") remain in full force and effect in
accordance with the terms thereof. The Borrower hereby ratifies, confirms and
approves all of the terms of the Loan Documents.
5. Binding Effect. This Agreement shall be binding upon the parties hereto
and their successors and assigns.
6. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey.
7. Guaranty. Digivision, Inc., by executing the Amended and Restated
Unlimited Guaranty of Payment and Performance of same date, hereby guarantees
the Borrower's obligations to Bank under the Loan Documents.
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above
WITNESS/ATTEST: BORROWER:
XXXXXXXXX TECHNOLOGIES INC. XXXXXXXXX INSTRUMENTS INCORPORATED
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx
--------------------------------- -------------------------------
Name: Name:
Title: Title:
Attest: /s/ Xxxxxxx X. Xxxxxxxxx Attest: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------- ---------------------------
XXXXXXXXX RESEARCH LIMITED
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name:
Title:
Attest: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
DIGIVISION, INC.
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Name:
Title:
Attest: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------
FLEET BANK, N.A.
By: /s/ Xxxxx X. Heal
---------------------------------
Name: Xxxxx X. Heal
Title: Vice President
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