Exhibit 10.1
ZYTEC CORPORATION
FIRST AMENDMENT AND CONSENT TO NOTE AND
WARRANT PURCHASE AGREEMENT
BMO Xxxxxxx Xxxxx Capital (U.S.), Inc.
000 Xxxx Xxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Note and Warrant Purchase
Agreement made as of December 23, 1996, as heretofore and hereafter amended (as
so amended, the "Purchase Agreement"), among the undersigned, Zytec Corporation,
a Minnesota Corporation (the "Company"), and you (the "Lender") and the "Note"
and related documents referenced therein. All defined terms used herein shall
have the same meaning as in the Purchase Agreement unless otherwise defined
herein.
The Company has recently entered into a Fourth Amendment to Credit
Agreement, dated as of July 23, 1997 (the "Fourth Amendment to Credit
Agreement"), in connection with financing provided to the Company by Xxxxxx
Trust & Savings Bank and Firstar Bank of Minnesota, National Association. A copy
of the Fourth Amendment to Credit Agreement is attached hereto as Exhibit A.
The Company has requested that the Lender acknowledge, affirm and
approve the Fourth Amendment to Credit Agreement and the terms contained
therein, and the Lender is willing to do so under the terms and conditions set
forth in this Amendment.
1. ACKNOWLEDGMENT AND CONSENT.
The Lender does hereby acknowledge, affirm, approve and consent to the
terms of the Fourth Amendment to Credit Agreement. The Lender further
acknowledges that the Purchase Agreement, Note and related documents remain in
full force and effect as of today's date.
2. REPRESENTATIONS.
In order to induce the Lender to execute and deliver this Amendment,
the Company hereby represents to the Lender that as of the date hereof, the
Company is in full compliance with all of the terms and conditions of the
Purchase Agreement and no Event of Default has occurred and is continuing under
the Purchase Agreement or shall result after giving effect to this Amendment.
3. MISCELLANEOUS.
(a) Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Purchase Agreement itself, the Note or any
communication issued or made pursuant to or with respect to the Purchase
Agreement or the Note, any reference to the Purchase Agreement being sufficient
to refer to the Purchase Agreement as amended hereby.
(b) This Amendment may be executed in any number of counterparts and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Minnesota.
Upon acceptance hereof by the Agent and the Lenders in the manner
hereinafter set forth, this Amendment shall be contracted between us for the
purposes hereinabove set forth.
Dated as of this 31 day of July, 1997.
ZYTEC CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------
Its Vice President Finance & Treasurer
Accepted and agreed to as of the day and year last above written.
BMO XXXXXXX XXXXX CAPITAL (U.S.), INC.
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Its President
EXHIBIT A TO EXHIBIT 10.1
ZYTEC CORPORATION
FOURTH AMENDMENT TO CREDIT AGREEMENT
Xxxxxx Trust and Savings Bank
Chicago, Illinois
Firstar Bank of Minnesota,
National Association
Bloomington, Minnesota
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of May 30,
1996, as amended through the Third Amendment thereto dated as of December 23,
1996 (as so amended, THE "CREDIT AGREEMENT") among the undersigned, Zytec
Corporation, a Minnesota corporation (the "COMPANY"), and (the "LENDERS") and
Xxxxxx Trust and Savings Bank, as agent for the Lenders (the "AGENT"). All
defined terms used herein shall have the same meaning as in the Credit Agreement
unless otherwise defined herein.
The Company has requested that the Lenders amend certain Sections of the Credit
Agreement, and the Lenders are willing to do so under the terms and conditions
set forth in this Amendment.
1. AMENDMENTS.
Upon the execution of this Amendment by the Company, the Lenders and
the Agent, the Credit Agreement shall be amended as follows:
1.1 The definition of "Termination Date" appearing in Section
4.1 of the Credit Agreement is hereby amended by deleting the date "May
30, 1999" appearing therein and substituting therefor the date "May 30,
2000."
1.2 Section 7.13 of the Credit Agreement is hereby amended by
deleting the amount "$4,000,000" appearing therein and substituting
therefor the amount "$8,000,000."
1.3 Section 7.14 of the Credit Agreement is hereby amended by
deleting the amount "$13,500,000" appearing therein and substituting
therefor the amount "$20,000,000."
1.4 Section 7.15(a) of the Credit Agreement is hereby amended
by deleting the amount "$8,000,000" appearing therein and substituting
therefor the amount "$12,000,000."
1.5. Section 7.17 of the Credit Agreement is hereby amended by
(A) deleting the "." appearing at the end thereof and substituting
therefor "; and" and (B) inserting immediately thereafter new
subsection (g) as follows:
"(g)loans from the Company to certain of its suppliers in the
aggregate principal amount not to exceed $140,000."
2. REPRESENTATIONS.
In order to induce the lenders to execute and deliver this amendment,
the Company hereby represents to the lenders that as of the date hereof, the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.5 shall be deemed to refer to the most recent financial
statements of the company delivered to the Lenders) and the Company is in full
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or shall result after giving effect to this Amendment.
3. MISCELLANEOUS.
(a) Reference to this specific Amendment need not be made in any note,
document, letter, certificate, the Credit Agreement itself, the Notes or any
communication issued or made pursuant to or with respect to the Credit Agreement
or the Notes, any reference to the Credit Agreement being sufficient to refer to
the Credit Agreement as amended hereby.
(b) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.
Upon acceptance hereof by the Agent and the Lenders in the manner hereinafter
set forth, this Amendment shall be a contract between us for the purposes
hereinabove set forth.
Dated as of this 23rd day of July, 1997, but retroactively effective as of the
29th day of June, 1997.
ZYTEC CORPORATION
By: /s/ Xxxx X. Xxxxxx
Its: Vice President Finance & Treasurer
Accepted and agreed to as of the day and year last above written.
XXXXXX TRUST AND SAVINGS BANK
individually and as Agent
By: /s/ Xxxxxxxxx X. Xxxxxx
Its: Vice President
FIRSTAR BANK OF MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Paris
Its: Vice President
