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EXHIBIT 10
SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT
FACILITIES AGREEMENT
THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT FACILITIES
AGREEMENT (this "Amendment") is entered into as of October 10, 2000, by and
among DT INDUSTRIES, INC., a Delaware corporation ("Domestic Borrower"), DT
INDUSTRIES (UK) II LIMITED, ASSEMBLY TECHNOLOGIE & AUTOMATION GMBH, XXXXXX INC.,
formerly Xxxxxx Canada Inc., and DT CANADA INC. (together with Domestic
Borrower, separately and collectively, "Borrower"), BANK OF AMERICA, N.A.,
formerly NationsBank, N.A., as administrative agent ("Administrative Agent"),
and the other lenders listed on the signature pages hereof (the "Lenders").
RECITALS
(a) Borrower, Administrative Agent and the Lenders are parties to
that certain Fourth Amended and Restated Credit Facilities Agreement
dated as of July 21,1997 (as amended through the date hereof, the "Credit
Agreement"; terms defined in the Credit Agreement and not otherwise
defined herein shall be used herein as defined in the Credit Agreement).
(b) Borrower has requested that the Lenders waive certain Events
of Default, and the Lenders have agreed to waive such Events of Default,
subject to the terms and conditions contained herein.
(c) Borrower, Administrative Agent, and the Lenders desire to
amend the Credit Agreement to provide for, among other things, (i)
modification to certain pricing terms, (ii) revisions to existing
financial covenants, and (iii) other modifications described below, all
subject to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are all hereby acknowledged, the parties
hereto covenant and agree as follows:
1. WAIVER. Subject to the satisfaction of the conditions of effectiveness
set forth in Section 8 of this Amendment and the other conditions contained
herein, the Lenders hereby waive any Event of Default under Section 16.1. of the
Credit Agreement which may have occurred as a result, directly or indirectly, of
(a) the failure of the Borrower to comply with Sections 15.2., 15.3., 15.4.,
15.5., and 15.6. or any of them for any fiscal quarter ending on or before July
1, 2000, (b) the failure of the Borrower to comply with Section 13.13.1. with
respect to delivery of its audited annual financial statements for the fiscal
year ended June 25, 2000 (the "2000 Financials"), (c) the failure of the
Borrower to timely deliver the 2000 Financials to Fleet National Bank ("Fleet"),
formerly known as BankBoston, N.A., under the Bond Documents, (d) the failure of
the Borrower to comply with financial covenants under the Bond Documents for any
fiscal quarter ending on or before July 1, 2000, and (e) any Event of Default
arising from the Borrower's requests for Advances of the Revolving Loan while
any of the above Events of Default existed (the "Existing Events of Default").
The waiver provided in this Section 1 shall not be and shall not be
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deemed to be a waiver of any Defaults or Events of Default under the Credit
Agreement other than the Existing Events of Default.
2. AMENDMENTS TO THE CREDIT AGREEMENT. The Credit Agreement is hereby
amended as follows:
(a) The introductory language in Section 4.3. is entirely
amended, as follows:
The "Adjusted Eurodollar Rate" for any Eurodollar Loan is the
lesser of (a) the Eurodollar Rate plus the applicable Eurodollar
Increment, and (b) the Maximum Rate, and the "Adjusted Base Rate"
for any Base Rate Loan shall be the lesser of (a) the Prime Rate
plus the applicable Base Rate Increment, and (b) the Maximum Rate.
Beginning September 24, 1999, and continuing through and including
October 9, 2000, the Eurodollar Increment shall be 3.00%, and the
Base Rate Increment shall be 1.875%. Beginning October 10, 2000,
and continuing through and including February 14, 2001, the
Eurodollar Increment shall be 3.50%, and the Base Rate Increment
shall be 2.375%. Beginning February 15, 2001, and continuing at
all times thereafter, the Eurodollar Increment shall be 3.75%, and
the Base Rate Increment shall be 2.625%. At all times before
September 24, 1999, the Eurodollar Increment and the Base Rate
Increment shall be as prescribed for the applicable Level in the
following table:
(b) The second sentence of Section 5.2. is entirely amended, as
follows:
The "Letter of Credit Fee" for any Letter of Credit shall be equal
to a percentage per annum of the Dollar Equivalent Amount of the
aggregate undrawn amount of such Letter of Credit, payable
quarterly in advance on the day of its issuance and as of the
first day of each calendar quarter thereafter, which percentage
shall be equal to 3.50% through and including February 14, 2001,
and 3.75% beginning February 15, 2001 and continuing at all times
thereafter.
(c) Section 6.2.3. is amended by entirely amending the first
sentence thereof, as follows:
Promptly upon receipt by Borrower or any Subsidiary of Borrower of
the proceeds from any sale, transfer, exchange, lease, or other
dispositions of any of the assets of Borrower or any Subsidiary of
Borrower on or after September 24, 1999 (except for sales in the
ordinary course of business and sales of worn out or obsolete
assets to be immediately replaced by assets of equal or greater
value or quality), Borrower shall prepay the Loans in a principal
amount equal to 100% of the Net Proceeds of such transaction;
provided that, notwithstanding the limitations of Section 14.4 of
the Credit Agreement, Domestic Borrower may, upon the sale of its
Westwind aircraft, so long as no Event of Default then exists, use
such Net Proceeds to provide additional cash collateral to Fleet
required under that certain Fourth Amendment and Limited Waiver to
Reimbursement Agreement dated
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as of October 10, 2000, between Domestic Borrower, Sencorp Systems, Inc.
and Fleet (the "Fleet Amendment"), so long as (a) the aggregate amount of
additional cash collateral provided to Fleet under the Fleet Amendment
shall not exceed the Specified Amount (as defined in the Fleet
Amendment), and (b) Domestic Borrower shall, concurrent therewith, prepay
the Loans in a principal amount equal to 100% of the Net Proceeds of such
transaction less the amount of any additional cash collateral provided to
Fleet in accordance with this Section 6.2.3; provided further that if
such Net Proceeds are received prior to Fleet's receipt of asset
appraisals necessary to determine the Specified Amount, Administrative
Agent will place such Net Proceeds in an escrow account subject to an
escrow agreement reasonably satisfactory to Administrative Agent and
Fleet, and such Net Proceeds will be distributed among Fleet and the
Lenders in accordance herewith after receipt of such appraisals and
determination of the Specified Amount.
(d) Section 14.11. is entirely amended, as follows:
14.11. CAPITAL EXPENDITURES. Make Capital Expenditures (for all Covered
Persons) in excess of the applicable amount in the following table for
the period indicated in the following table:
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During the period The applicable amount is
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From June 26, 2000 through $1,500,000
September 24, 2000
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From June 26, 2000 through $3,500,000
December 31, 2000
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From June 26, 2000 through $6,700,000
March 25, 2001
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From June 26, 2000 through July 2, $8,650,000
2001
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(e) Section 15.1. is amended by amending and restating the definition
of "EBITDA" found therein in its entirety, as follows:
"EBITDA" means, for any period of calculation, an amount equal to the
sum of (i) Net Income, (ii) federal, state and local income tax
expense, (iii) Interest Expense (including the interest component of
payments on Capital Leases) in such period, (iv) depreciation and
amortization expense and other non-cash charges that reduced net income
during such period, (v) losses on the sale or other disposition of
assets other than in the ordinary course of business if included in the
calculation of net income, (vi) extraordinary losses if included in the
calculation of net income, minus (a) gains on the sale or other
disposition of assets other than in the ordinary course of business if
included in net income, and
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(b) extraordinary gains if included in net income, all as accrued in
such period, plus (vii) one-time cash charges not to exceed $2,000,000
for professional fees incurred outside of the ordinary course of
business during such period in connection with the investigation of
accounting irregularities, related litigation and administrative
proceedings, and preparation of the annual audited financial statements
of Domestic Borrower and its Subsidiaries for fiscal year 2000,
restated financial statements for fiscal years 1997, 1998 and 1999, the
interim quarters thereof and the first three quarters of fiscal 2000,
and the necessary SEC filings.
(f) Sections 15.2., 15.3., 15.4., 15.5. and 15.6. are entirely amended,
as follows:
15.2. MINIMUM NET WORTH. Domestic Borrower's Net Worth as of the end of
each fiscal quarter of Domestic Borrower shall at no time be less than
$160,000,000 plus (i) 50% of Domestic Borrower's cumulative Net Income
(but not any net loss) for the period commencing June 26, 2000, and
extending through and including the end of the applicable fiscal
quarter and (ii) 75% of the amount of the cumulative net proceeds
received by Domestic Borrower for the period commencing June 26, 2000,
and extending through and including the end of the applicable fiscal
quarter from the issuance of equity securities of any Covered Person
(other than in connection with any employee benefit plan or employee
compensation arrangement).
15.3. MAXIMUM FUNDED DEBT TO EBITDA RATIO. The ratio of Domestic
Borrower's Funded Debt as of the end of any fiscal quarter of Domestic
Borrower to Domestic Borrower's EBITDA for the four consecutive fiscal
quarters then ended shall not exceed the applicable ratio in the
following table:
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During the period The applicable ratio is
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From June 26, 2000 through 5.75 to 1.0
September 24, 2000
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From September 25, 2000 through 5.00 to 1.0
December 31, 2000
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From January 1, 2001 through 4.50 to 1.0
March 25, 2001
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After March 25, 2001 3.50 to 1.0
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15.4 MINIMUM FIXED CHARGE COVERAGE. The ratio of Domestic Borrower's
Adjusted EBITDA to Domestic Borrower's Fixed Charges, calculated at the
end of each fiscal quarter of Domestic Borrower for the four
consecutive fiscal quarters then ended, shall not be less than the
applicable ratio in the following table:
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During the period The applicable ratio is
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From June 26, 2000 through 1.10 to 1.0
March 25, 2001
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After March 25, 2001 1.25 to 1.0
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15.5. MINIMUM EBITDA TO INTEREST EXPENSE RATIO. The ratio of Domestic
Borrower's EBITDA to Domestic Borrower's Interest Expense, calculated
at the end of each fiscal quarter of Domestic Borrower for the four
consecutive fiscal quarters then ended, shall not be less than the
applicable ratio in the following table:
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During the period The applicable ratio is
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From June 26, 2000 through 1.40 to 1.0
September 24, 2000
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From September 25, 2000 through 1.45 to 1.0
March 25, 2001
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After March 25, 2001 1.80 to 1.0
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15.6. MINIMUM EBITDA. Domestic Borrower's EBITDA, calculated at the end
of each fiscal quarter of Domestic Borrower for the four consecutive
fiscal quarters then ended, shall not be less than the applicable
amount in the following table for the period indicated in the following
table:
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During the period The applicable amount is
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From June 26, 2000 through $25,000,000
September 24, 2000
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From September 25, 2000 through $27,500,000
December 31, 2000
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From January 1, 2001 through $29,000,000
March 25, 2001
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After March 25, 2001 $37,500,000
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(g) New Sections 16.1.18. and 16.1.19. are hereby added
immediately following Section 16.1.17., as follows:
16.1.18. CONTROL/MANAGEMENT. (i) Individuals who on October 10,
2000, were members of the board of directors of Domestic Borrower
(together with any new directors whose election to such board of
directors or whose nomination for election by the stockholders of
Domestic Borrower was approved by a vote of a majority of the
directors then still in office who were either directors on
October 10, 2000 or whose election or nomination for election was
previously so approved) cease for any reason to constitute a
majority of such board of directors then in office, (ii) a
"person" or "group" (within the meaning of Section 13(d) of the
Exchange Act), becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of more than 20% of the total
issued and outstanding common stock of Domestic Borrower, or
(iii) Domestic Borrower shall fail to engage, on or before
October 31, 2000, and at all times thereafter maintain additional
management resources satisfactory to Required Lenders, which
management resources shall be subject solely to Domestic
Borrower's direction and authority.
(h) Exhibit 13.13 to the Credit Agreement is amended and restated
in the form of, and all references in the Credit Agreement to Exhibit
13.13 are hereby deemed to be references to, the attached Exhibit 13.13.
3. AMENDMENT FEE. Borrower shall pay to the Administrative Agent,
for the pro rata benefit of the Lenders, an amendment fee in the aggregate
amount of $280,000 (the "Amendment Fee"), earned and due and payable as of the
date of this Amendment.
4. CONTINGENT FEE. Notwithstanding anything in any other Loan
Document to the contrary, the Contingent Fee described in Section 4 of that
certain Sixth Amendment to Fourth Amended and Restated Credit Facilities
Agreement, dated as of June 26, 2000, by and among Borrower, Administrative
Agent and the Lenders, shall be earned and due and payable to the Administrative
Agent, for the pro rata benefit of each Lender, on October 31, 2000, which fee
shall be equal to the product of (a) 0.15% multiplied by (b) an amount equal to
the sum of (i) such Lender's portion of the Commitment plus (ii) the aggregate
amount of the Canadian Term Loan owed to such Lender as of October 31, 2000.
5. FLEET CASH COLLATERAL; FURTHER COMMITMENT REDUCTION.
(a) Notwithstanding the limitations of Section 14.4 of the Credit
Agreement, Domestic Borrower may provide additional cash collateral to
Fleet in accordance with the terms of the Fleet Amendment, so long as,
concurrent with the provision of any such cash collateral (other than as
permitted under Section 6.2.3. of the Credit Agreement), Domestic
Borrower shall prepay the Loans in a principal amount equal to 100% of
the amount of such cash collateral. Any such prepayment shall be applied
to the Aggregate Canadian Term Loan and the Aggregate Revolving Loan, pro
rata based upon the respective principal amounts of the Aggregate
Canadian Term Loan and the Aggregate Revolving Loan Commitment at the
time of such prepayment. Notwithstanding
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anything herein to the contrary, the Aggregate Revolving Loan Commitment
shall be permanently reduced by the amount of any such prepayment applied
to the Aggregate Revolving Loan.
(b) Promptly upon receipt by Domestic Borrower or any of its
Subsidiaries of proceeds from any settlement, judgment or other
arrangement in connection with any dispute regarding compensation of any
former officer, director or employee of Domestic Borrower or any of its
Subsidiaries, Domestic Borrower shall prepay the Loans in a principal
amount equal to 100% of the net cash proceeds (after payment of
reasonable legal fees and other reasonable costs of collection incurred
in connection therewith). Any such prepayment shall be applied to the
Aggregate Canadian Term Loan and the Aggregate Revolving Loan, pro rata
based upon the respective principal amounts of the Aggregate Canadian
Term Loan and the Aggregate Revolving Loan Commitment at the time of such
prepayment. Notwithstanding anything herein to the contrary, the
Aggregate Revolving Loan Commitment shall be permanently reduced by the
amount of any such prepayment applied to the Aggregate Revolving Loan.
6. ACKNOWLEDGMENT OF THE BORROWER. The Borrower acknowledges and
agrees that the Lenders executing this Amendment have done so in their sole
discretion and without any obligation. The Borrower further acknowledges and
agrees that any action taken or not taken by the Lenders or the Administrative
Agent prior to, on or after the date hereof shall not constitute a waiver or
modification of any term, covenant or provision of any Loan Document other than
with respect to the Existing Events of Default or prejudice any rights or
remedies other than with respect to the Existing Events of Default which the
Administrative Agent or any Lender now has or may have in the future under any
Loan Document, Applicable Law or otherwise, all of which rights and remedies are
expressly reserved by the Administrative Agent and the Lenders.
7. SUBSIDIARIES ACKNOWLEDGMENT. By signing below, each of the
Domestic Borrower's Subsidiaries which has executed a guaranty of the Loan
Obligations (a) consents and agrees to this Amendment's execution and delivery,
(b) ratifies and confirms its obligations under its guaranty, (c) acknowledges
and agrees that its obligations under its guaranty are not released, diminished,
impaired, reduced, or otherwise adversely affected by this Amendment, and (d)
acknowledges and agrees that it has no claims or offsets against, or defenses or
counterclaims to, its guaranty.
8. RELEASE.
(a) Upon this Amendment becoming effective, the Domestic Borrower
and each of its Subsidiaries hereby unconditionally and irrevocably
remises, acquits, and fully and forever releases and discharges the
Administrative Agent and the Lenders and all respective affiliates and
subsidiaries of the Administrative Agent and the Lenders, their
respective officers, servants, employees, agents, attorneys, principals,
directors and shareholders, and their respective heirs, legal
representatives, successors and assigns (collectively, the "Released
Lender Parties") from any and all claims, demands, causes of action,
obligations, remedies, suits, damages and liabilities (collectively, the
"Borrower Claims") of any nature whatsoever, whether now known, suspected
or claimed, whether arising under common law, in equity or under statute,
which the Domestic
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Borrower or any of its Subsidiaries ever had or now has against the
Released Lender Parties which may have arisen at any time on or prior to
the date of this Amendment and which were in any manner related to any of
the Loan Documents or the enforcement or attempted enforcement by the
Administrative Agent or the Lenders of rights, remedies or recourses
related thereto.
(b) Upon this Amendment becoming effective, the Domestic Borrower
and each of its Subsidiaries covenants and agrees never to commence,
voluntarily aid in any way, prosecute or cause to be commenced or
prosecuted against any of the Released Lender Parties any action or other
proceeding based upon any of the Borrower Claims which may have arisen at
any time on or prior to the date of this Amendment and were in any manner
related to any of the Loan Documents.
(c) The agreements of the Domestic Borrower and each of its
Subsidiaries set forth in this Section 6 shall survive termination of
this Amendment and the other Loan Documents.
9. REPRESENTATIONS AND WARRANTIES. By its execution and delivery
hereof, the Borrower represents and warrants to the Lenders that, as of the date
hereof:
(a) after giving effect to the waiver set forth in Section 1 of
this Amendment, the representations and warranties contained in the
Credit Agreement and the other Loan Documents are true and correct on and
as of the date hereof as if made on and as of such date; and
(b) after giving effect to the waiver set forth in Section 1 of
this Amendment, no event has occurred and is continuing which constitutes
a Default or an Event of Default.
10. CONDITIONS OF EFFECTIVENESS. This Amendment shall be effective
as of October 10, 2000, so long as all corporate actions of Borrower and the
Significant Subsidiaries taken in connection herewith and the transactions
contemplated hereby shall be satisfactory in form and substance to
Administrative Agent and Lenders, and each of the following conditions precedent
shall have been satisfied:
(a) All reasonable out-of-pocket fees and expenses in connection
with the Loan Documents, including this Amendment, including legal and
other professional fees and expenses incurred on or prior to the date of
this Amendment by Administrative Agent or any Lender, including, without
limitation, the fees and expenses of Xxxxxxxx Xxxxxxxx & Xxxxxx P.C. and
Xxxxxx Xxxxxxxx L.L.P., shall have been paid.
(b) Administrative Agent and each Lender shall have received each
of the following:
(i) year-end consolidated and consolidating (on a group
basis) financial statements of Domestic Borrower and its
Subsidiaries for the fiscal year 2000, containing a balance
sheet, income statement, statement of cash flows and an audit
report by PricewaterhouseCoopers, accountants for the Borrower
and its Subsidiaries, accompanied
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by (i) a Compliance Certificate of the Chief Financial Officer of
Domestic Borrower, (ii) a certificate of PricewaterhouseCoopers to the
effect that they have reviewed and are familiar with the Credit
Agreement and that, in examining such financial statements, they did not
become aware of any fact or condition which then constituted a Default
or Event of Default, except for those, if any, described in reasonable
detail in such certificate, and (iii) the management letter and report
on internal controls, if any, delivered by PricewaterhouseCoopers in
connection with their audit;
(ii) a certificate of the Borrower, in form and substance
satisfactory to Administrative Agent, Required Lenders and
Administrative Agent's counsel, certifying (A) as to the accuracy in all
material respects, after giving effect to this Amendment and the Waiver
in Section 1 hereof, of the representations and warranties set forth in
the Credit Agreement, this Amendment and the other Loan Documents, and
(B) that there exists no Default or Event of Default, after giving
effect to this Amendment and the Waiver in Section 1 hereof, and the
execution, delivery and performance of this Amendment will not cause a
Default or Event of Default;
(iii) payment of the Amendment Fee;
(iv) the Fleet Amendment, executed by all parties thereto,
providing for, among other things, (A) a waiver of any and all defaults
existing on October 10, 2000 under that certain Reimbursement Agreement
between Sencorp Systems, Inc. ("Sencorp"), Fleet and Domestic Borrower,
as guarantor, dated as of July 1, 1998 (as amended, extended, renewed or
restated from time to time, the "Reimbursement Agreement"), and (B) an
amendment to the Reimbursement Agreement providing for an amendment fee
of no more than $100,000 and containing amendments satisfactory to
Required Lenders, including without limitation, amendments to the
provisions thereof so that (1) the covenants contained therein are no
more restrictive on Domestic Borrower, Sencorp or any other Subsidiaries
of Domestic Borrower than those contained in the Credit Agreement, as
amended hereby, (2) the date upon which Fleet may demand cash collateral
in the amount of all obligations of Sencorp and Domestic Borrower under
the Reimbursement Agreement is extended to July 2, 2001, (3) the fee
charged for the aforementioned extension is no more than $20,000, (4)
the letter of credit fee thereunder shall be no more than 3.50%, per
annum, prior to April 2, 2001, and no more than 4.00%, per annum, at any
time thereafter, (5) additional cash collateral will be provided to
Fleet in an amount equal to $50,000 per month until the aggregate amount
of such additional cash collateral is equal to the Specified Amount, and
(6) a $75,000 failure fee in the event that neither (a) a new letter of
credit facility, acceptable under the terms of the Bond Documents, is
established nor (b) the obligations of Sencorp and Domestic Borrower
under the Reimbursement Agreement are completely collateralized with
cash, has occurred on or before July 2, 2001; and
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(v) such other documents, certificates and instruments as
the Administrative Agent shall require prior to the date hereof.
11. RATIFICATION OF INTERCREDITOR AGREEMENT. The parties hereto hereby
ratify the terms of and acknowledge their obligations under, that certain
Intercreditor Agreement dated as of December 1, 1999, among Administrative
Agent, Lenders, Fleet, Domestic Borrower, and each of its Subsidiaries, which
remains in full force and effect.
12. REFERENCE TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to "this Agreement,"
"hereunder," or words of like import shall mean and be a reference to the Credit
Agreement, as affected and amended by this Amendment.
13. COUNTERPARTS; EXECUTION VIA FACSIMILE. This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Amendment may be validly executed and delivered by facsimile or other electronic
transmission.
14. GOVERNING LAW: BINDING EFFECT. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas and shall be
binding upon the Borrower, the Administrative Agent, each Lender and their
respective successors and assigns.
15. HEADINGS. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
16. LOAN DOCUMENT. This Amendment is a Loan Document and is subject to
all provisions of the Credit Agreement applicable to Loan Documents, all of
which are incorporated in this Amendment by reference the same as if set forth
in this Amendment verbatim.
17. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
the date first above written.
DT INDUSTRIES, INC., XXXXXX INC. formerly Xxxxxx Canada Inc.,
a Delaware corporation a New Brunswick, Canada corporation
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------------ -------------------------------------
Xxxxx X. Xxxxxx Xxxxxxx X. Xxxx
Senior Vice President of Finance Chairman
DT CANADA INC., ASSEMBLY TECHNOLOGIE &
a New Brunswick, Canada corporation AUTOMATION GMBH, a German
limited liability company
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------------------ -------------------------------------
Xxxxxxx X. Xxxx Xxxxx X. Xxxxxxx
President Geschaftsfuhrer
DT INDUSTRIES (UK) II LIMITED,
a corporation of England and Wales
By: /s/ Xxxxxxx X. Xxxx
------------------------------------
Xxxxxxx X. Xxxx
Chairman
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BANK OF AMERICA, N.A., formerly DRESDNER BANK AG, NEW YORK
NationsBank, N.A., as Administrative Agent AND GRAND CAYMAN BRANCHES
and a Lender
By: /s/ Xxxxxxx X. Xxxxxxxxxxx, XX By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxxxxx, XX Xxxxxx X. Xxxxxxxxx
Managing Director Vice President
By: /s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx
Vice President
XXXXXXX LYNCH, PIERCE, THE BANK OF NOVA SCOTIA
XXXXXX & XXXXX, INCORPORATED
By: By: /s/ F.C.H. Xxxxx
--------------------------------------- --------------------------------
Name: F.C.H. Xxxxx
------------------------------------- Senior Manager Loan Operations
Title:
------------------------------------
THE SAKURA BANK, LIMITED FIRSTAR BANK, N.A.
By: /s/ Xxxxxxxxx Xxxxxx By:
--------------------------------------- --------------------------------
Xx. Xxxxxxxxx Xxxxxx Name:
Senior Vice President ------------------------------
Title:
-----------------------------
GENERAL ELECTRIC CAPITAL THE SUMITOMO BANK, LIMITED
CORPORATION
By: By: /s/ Xxxxxx X. Tata
--------------------------------------- --------------------------------
Name: Xxxxxx X. Tata
------------------------------------- Senior Vice President
Title:
------------------------------------
NATIONAL CITY BANK By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxx
Vice President
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ACKNOWLEDGED AND AGREED:
ADVANCED ASSEMBLY AUTOMATION, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
ASSEMBLY TECHNOLOGY & TEST, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
DETROIT TOOL AND ENGINEERING COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
DETROIT TOOL METAL PRODUCTS CO.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
XXXXXXXX MANUFACTURING CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
PHARMA GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
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MID-WEST AUTOMATION ENTERPRISES, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
MID-WEST AUTOMATION SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
SENCORP SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
VANGUARD TECHNICAL SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
ARMAC INDUSTRIES CO.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx X. Xxxxxxx
Vice President
ASSEMBLY MACHINES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President
