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Exhibit 10.2
AMENDMENT NO. 1
AND
WAIVER NO. 2
TO AND UNDER THE
CREDIT AGREEMENT
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AMENDMENT NO. 1 AND WAIVER NO. 2 (this "Amendment and Waiver"), dated as
of June 15, 1998, to and under the Credit Agreement, dated as of March 18, 1998,
by and among ROBOTIC VISION SYSTEMS, INC., a Delaware corporation (the
"Borrower"), the Lenders party thereto and THE BANK OF NEW YORK, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent") (the "Credit Agreement").
RECITALS
A. Capitalized terms used herein which are not defined herein shall have
the respective meanings ascribed thereto in the Credit Agreement.
B. The Borrower has requested that the Administrative Agent and the
Lenders agree to amend Section 8.1(f) of the Credit Agreement to the extent and
in the manner set forth below, and the Administrative Agent and the Lenders
executing this Amendment and Waiver are willing to do so subject to the terms
and conditions hereof.
C. The Borrower has requested that the Administrative Agent and the
Lenders waive compliance with Section 8.5(d)(i) of the Credit Agreement to the
extent and in the manner set forth below, and the Administrative Agent and the
Lenders executing this Amendment and Waiver are willing to do so subject to the
terms and conditions hereof.
D. Reference is made to the Settlement Agreement, dated June 12, 1998, by
and between the Borrower and General Scanning Inc., a Massachusetts corporation
("GSI") (the "Settlement Agreement").
E. Reference is also made to the Subordination Agreement, dated as of June
___, 1998, by and among the Borrower, GSI and the Administrative Agent (the
"Subordination Agreement").
In consideration of the covenants, conditions and agreements hereinafter
set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions.
"Settlement Agreement Transaction": shall mean the
consummation, according to the terms of the Settlement Agreement,
(i) of the acquisition by the Borrower from
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GSI, of an exclusive license to use GSI's 2-dimensional and
3-dimensional laser scanning technology and the peripheral
documentation, (ii) a non-competition agreement by and between the
Borrower and GSI, and (iii) other agreements made in connection
therewith.
"GSI Note" shall mean the Promissory Note, dated June 12,
1998, made by the Borrower in favor of GSI, in the principal amount
of $2,250,000.
2. Section 8.1(f) of the Credit Agreement is amended and restated in its
entirety to read as follows:
(1) unsecured subordinated Indebtedness of the Borrower under
the GSI Note, provided that no Default or Event of Default shall
exist immediately before and after giving effect thereto and all of
the representations and warranties contained in Article 4 shall be
true and correct as if then made (except (i) the representation
contained in the last sentence of Section 4.4 and (ii) to the extent
such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties
shall have been true and correct on and as of such earlier date).
3. Solely with respect to the Settlement Agreement Transaction, the
Administrative Agent hereby waives compliance with the provisions of Section
8.5(d)(i) of the Credit Agreement for the period from and including the date 10
days prior to the Settlement Agreement Transaction through and including the
date of the Settlement Agreement Transaction.
4. Paragraphs 1 through 3 of this Amendment and Waiver shall not be
effective until the following has occurred:
(a) The Administrative Agent shall have executed this
Amendment and Waiver and shall have received the consent thereto of Required
Lenders, the Borrower and the Subsidiary Guarantors;
(b) The Administrative Agent shall have received such other
documents as it shall reasonably request.
5. The effectiveness of this Amendment presumes the receipt by the
Administrative Agent of the Subordination Agreement duly executed by each of
GSI, the Borrower and the Administrative Agent. If the Subordination Agreement
is not delivered to the Administrative Agent by the Borrower and GSI by June 26,
1998, this Amendment shall be null and void.
6. By their execution at the foot hereof, each of the Borrower and each
Subsidiary Guarantor hereby reaffirms and admits the validity and enforceability
of the
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Credit Agreement and the other Loan Documents and all of its obligations
thereunder and admits that it has no defense, offset or counterclaim thereto.
7. This Amendment and Waiver and the consents hereto may be executed in
any number of counterparts, each of which shall be an original and all of which
shall constitute one agreement. It shall not be necessary in making proof of
this Amendment and Waiver and the consents hereto to produce or account for more
than one counterpart signed by the party to be charged.
8. This Amendment and Waiver is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 1 AND WAIVER NO. 2
TO AND UNDER THE CREDIT AGREEMENT
IN WITNESS WHEREOF, the Administrative Agent has caused this Amendment and
Waiver to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
THE BANK OF NEW YORK, individually
and as Administrative Agent
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 1 AND WAIVER NO. 2
TO AND UNDER THE CREDIT AGREEMENT
CONSENTED TO:
FIRST UNION NATIONAL BANK
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 1 AND WAIVER NO. 2
TO AND UNDER THE CREDIT AGREEMENT
CONSENTED TO:
FLEET BANK, N.A.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
