Exhibit 10.1
THIRD AMENDMENT, dated as of May 8, 1998 (this "Amendment"), to the CREDIT
AGREEMENT, dated as of October 2, 1997, as amended by the Global Amendment
and Assignment and Acceptance, dated as of October 20, 1997 (as further
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among AXIOHM TRANSACTION SOLUTIONS, INC. (f/k/a DH Technology,
Inc.), a California corporation (the "Borrower"), the several banks and other
financial institutions or entities from time to time parties to the Credit
Agreement (the "Lenders"), XXXXXX BROTHERS INC., as arranger, XXXXXX
COMMERCIAL PAPER INC., as syndication agent (in such capacities, the
"Syndication Agent"), and UNION BANK OF CALIFORNIA, N.A., as administrative
agent (the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Syndication Agent, the Administrative Agent and
the Lenders are parties to the Credit Agreement; and
WHEREAS, the parties wish to amend the Credit Agreement to effectuate certain
changes requested by the Borrower and the Administrative Agent, all as set
forth in this Amendment;
NOW THEREFORE, in consideration of the premises, the parties hereto agree as
follows:
SECTION 1. DEFINITIONS.
1.1 Defined Terms. Unless otherwise defined herein and except as set
forth in this Amendment, terms defined in the Credit Agreement are used
herein as therein defined.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT.
2.1 Amendment.1 Amendment. Section 6.8(d) of the Credit Agreement is
hereby amended by adding the following after the first reference therein to
"property":
"except for a leasehold interest in real property in multi-tenant
facilities where the use of the total facility is exclusively for
offices and where the Borrower's leasehold interest is 25% or less of
the total leasehold,"
SECTION 3. MISCELLANEOUS.
3.1 Effectiveness. This Amendment shall become effective on the date
(the "Effective Date") when the Administrative Agent shall have received
counterparts of this Amendment, duly executed and delivered by the
Borrower, the Administrative Agent and the Required Lenders.
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3.2 Representations and Warranties. After giving effect to the
amendment contained herein, on the Effective Date, the Borrower hereby
(i) confirms, reaffirms and restates the representations and warranties
set forth in Section 4 of the Credit Agreement; provided that each
reference in such Section 4 to "this Agreement" shall be deemed to be a
reference both to this Amendment and to the Credit Agreement as amended
by this Amendment and (ii) confirms that no Default or Event of Default
shall have occurred and be continuing.
3.3 Continuing Effect; No Other Amendments. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full
force and effect. The amendments contained herein shall not constitute
an amendment or waiver of any other provision of the Credit Agreement or
the other Loan Documents or for any purpose except as expressly set
forth herein. The Third Amendment and all prior and future amendments,
consents and waivers in respect of the Credit Agreement each shall be a
Loan Document.
3.4 Counterparts. This Amendment may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so
executed shall be an original, but all the counterparts shall together
constitute one and the same instrument.
3.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3.6 Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution
of this Amendment, including, without limitation, the fees and
disbursements of counsel to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their respective duly authorized officers as of the date first
above written.
AXIOHM TRANSACTION SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Title: Chief Accounting Officer
UNION BANK OF CALIFORNIA, N.A., as
Administrative Agent and as a Lender
By: /s/ [ILLEGIBLE]
---------------------------------
Title: Vice President/SCE
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XXXXXX COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Title: Authorized Signatory
SOUTHERN PACIFIC BANK
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Xxx Dobrjanskyi
---------------------------------
Title: Assistant Vice President
By: /s/ Xxxxxxx Xxxxxx
---------------------------------
Title: Assistant Vice President
BSB BANK & TRUST COMPANY
By: /s/ X.X. Wariott
---------------------------------
Title: Administrative Vice President
IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By: /s/ Xxx Xxxxxxx
---------------------------------
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ E.M. Foda
---------------------------------
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