Exhibit 10.1
AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of April 12, 1999 by and among Safeguard Scientifics,
Inc., a Pennsylvania corporation ("SSI" or a "Borrower"), Safeguard Scientifics
(Delaware) Inc., a Delaware corporation ("SSD" or a "Borrower"), Safeguard
Delaware, Inc., a Delaware corporation ("SDI" or a "Borrower" and, collectively
with SSI and SSD, the "Borrowers") and PNC Bank, National Association and each
of the other "Lenders" which are party hereto (herein, the "Lenders").
BACKGROUND
A. The parties entered into that certain Amended and Restated
Credit Agreement dated April 17, 1998 (as amended to date, the "Loan
Agreement").
B. Lenders and the Borrowers desire to amend the Loan
Agreement in the manner hereinafter set forth.
C. Capitalized terms that are not defined herein shall have
the meanings ascribed to them in the Loan Agreement.
D. Subject to compliance with all conditions specified herein,
all amendments hereinafter set forth are effective as of the date hereof unless
otherwise expressly stated herein to the contrary.
NOW, THEREFORE, intending to be legally bound, the parties
agree as follows:
1. EXTENSION OF COMMITMENT TERMINATION DATE. Effective as of
April 16, 1999, the Commitment Termination Date II relating to the $50,000,000
Revolving Loan II be and is hereby extended to April 14, 2000, which date shall
constitute the "Commitment Termination Date II".
2. INVESTMENT LIMIT. Section 6.6(a)(i) of the Loan Agreement
is, effective as of January 1, 1999, amended and restated in its entirety as
follows:
"(a) (i) The aggregate of all Investments may not exceed
$200,000,000 in the aggregate for Borrowers' fiscal years 1999
and 2000 and may not exceed $50,000,000 for each fiscal year
thereafter."
3. MISCELLANEOUS.
A. CONSTRUCTION. The provisions of this Amendment shall be in
addition to those of the Loan Agreement, the Notes and the Security Documents,
all of which shall be construed as integrated and complementary to each other.
In the event of any express
inconsistency between the terms hereof and those contained in the Loan
Agreement, the terms hereof shall control. Except as modified by the terms
hereof, all terms and provisions of the Loan Agreement remain unchanged and
in full force and effect.
B. BINDING EFFECT; ASSIGNMENT AND ENTIRE AGREEMENT. This
Amendment shall inure to the benefit of, and shall be binding upon, the
respective successors and permitted assigns of the parties hereto. Borrowers
have no right to assign any of their rights or delegate any of their obligations
hereunder without the prior written consent of Lenders. This Amendment, together
with the Loan Agreement, the Notes and the Security Documents, constitute the
entire agreement among the parties relating to the subject matter thereof. All
exhibits referred to herein and attached hereto shall be deemed expressly
incorporated herein by reference and made a part hereof.
C. WAIVER OF JURY TRIAL. BORROWERS AND LENDERS IRREVOCABLY
WAIVE TRIAL BY JURY AND THE RIGHT THERETO IN ANY LITIGATION IN ANY COURT WITH
RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS AMENDMENT, THE NOTES,
SECURITY DOCUMENTS, OR ANY INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS
AMENDMENT, OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR
ENFORCEMENT THEREOF.
D. EXPENSES. In addition to all other expense reimbursement
obligations of the Borrowers contained in the Loan Agreement and the Security
Documents, Borrowers will reimburse Lenders for all costs and expenses,
including reasonable attorneys' fees, incurred by Lenders in the negotiation,
preparation and consummation of this Amendment and the documents to be delivered
pursuant hereto.
E. REAFFIRMATION AND RELEASE. Borrowers ratify and reaffirm
all of their Obligations to Lenders and agree that the same are owing without
set-off, counterclaim or other defense of any nature. Borrowers specifically
ratify and reaffirm all waiver of jury trial provisions set forth in the Loan
Agreement, the Notes and the Security Documents.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the day and year
first above written.
LENDERS:
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Vice President
NATIONAL CITY BANK OF PENNSYLVANIA
By: /s/ Xxxxxxx X. Xxxxxxxx
Title: Vice President
MELLON BANK
By: /s/ Xxxxxxx Xxxxxx
Title: Vice President
WILMINGTON TRUST OF PA
By: /s/Xxxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxx
Title: Vice President
U.S BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxx
Title: Vice President
BORROWERS:
SAFEGUARD SCIENTIFICS, INC.
By: /s/ Xxxxxxx X. Xxxxx
Title: Senior Vice President and CFO
SAFEGUARD SCIENTIFICS (DELAWARE) INC.
By: /s/ Xxxxxxx X. Xxxxx
Title: Vice President
SAFEGUARD DELAWARE, INC.
By: /s/ Xxxxxxx X. Xxxxx
Title: Vice President
