EXHIBIT 10.2.8
CONSENT AND AMENDMENT NO. 6
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 6 ("Consent and Amendment") is entered into
as of May 16, 1997 by and among BRIDGEPORT MACHINES, INC. ("BMI"), BRIDGEPORT
MACHINES LIMITED ("BML") and BRIDGEPORT MACHINES GmbH ("BMG") (BMI, BML and BMG
each, a "Borrower" and jointly and severally, the "Borrowers"); IBJ XXXXXXXX
BANK & TRUST COMPANY ("IBJS"), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC")
(IBJS AND GECC each, a "Lender" and jointly and severally, the "Lenders"); and
IBJS, as agent for the Lenders (in such capacity, the "Agent").
BACKGROUND
BMI, BML, Lenders and Agent are parties to an Amended and
Restated Revolving Credit, Term Loan and Security Agreement, dated as of
December 23, 1994, as amended by Amendment No. 1 to Amended and Restated
Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 1995,
Consent and Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan
and Security Agreement dated as of May 31, 1995, an Amended and Restated Consent
and Amendment No. 2 to Amended and Restated Revolving Credit, Term Loan and
Security Agreement dated as of June 28, 1995, an Amendment No. 3 to Amended and
Restated Revolving Credit, Term Loan and Security Agreement dated as of November
30, 1995, an Amendment No. 4 to Amended and Restated Revolving Credit, Term Loan
and Security Agreement dated as of August 2, 1996 and an Amendment No. 5 to
Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as
of March 21, 1997 (as same may be further amended, supplemented or otherwise
modified from time to time, the "Loan Agreement"), pursuant to which Lenders
provide BMI and BML with certain financial accommodations.
Borrowers have requested that Lenders amend certain provisions
of the Loan Agreement and consent to the purchase by BMI of up to $2,500,000 of
its common stock and Lenders are willing to do so on the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrowers
by Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
2. Amendments to Loan Agreement. Subject to satisfaction of
the conditions precedent set forth in Section 4 below Section 6.7 shall be
amended in its entirety to provide as follows:
"6.7 Senior Interest Coverage. Cause to be maintained as
of the end of each fiscal quarter with respect to the four
(4) fiscal quarters then ending Senior Interest Coverage
not less than 4.0 to 1.0"
3. Consent by Lenders. BMI has advised the Lenders that it
desires to repurchase some of its issued and outstanding common stock. Lenders
hereby grant their consent to such repurchases by BMI, provided (i) the purchase
price for such shares, in the aggregate, does not exceed $2,500,000, (ii) the
purchase price for such shares is no greater than the price quoted for such
shares on the NASDAQ National Market at the time of such purchase and (iii) at
the time of any such purchase no Event of Default shall have occurred and be
continuing.
4. Conditions Precedent. This Consent and Amendment shall
become effective upon receipt by Lenders of four (4) copies of this Consent and
Amendment executed by Borrowers.
5. Representations and Warranties.
(a) Borrowers hereby represent and warrant that as of the date
hereof:
(i) This Consent and Amendment and the Loan
Agreement, as amended hereby, constitute legal, valid and
binding obligations of Borrowers and are enforceable against
Borrowers in accordance with their respective terms.
(ii) Upon the effectiveness of this Consent and
Amendment, Borrowers hereby reaffirm their respective
covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and
agree that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date
of this Consent and Amendment.
(iii) No Event of Default or Default has occurred and
is continuing or would exist after giving effect to this
Consent and Amendment.
(iv) Borrowers have no knowledge of any facts which
would form the basis for any defense, counterclaim or offset
with respect to the Loan Agreement.
(b) Lenders hereby represent and warrant that this Consent and
Amendment and the Loan Agreement, as amended hereby, constitute legal, valid and
binding obligations of Lenders and are enforceable against Lenders in accordance
with their respective terms.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of this Consent and Amendment, each
reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
"herein" or words of like import shall mean and be a reference to the Loan
Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Consent
and Amendment shall not operate as a waiver of any right, power or remedy of
Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any
other documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. Governing Law. This Consent and Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall be governed by and construed in accordance with
the laws of the State of New York.
8. Headings. Section headings in this Consent and Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Consent and Amendment for any other purpose.
9. Counterparts. This Consent and Amendment may be executed by
the parties hereto in one or more counterparts, each of which shall be deemed to
be an original and all of which taken together shall be deemed to constitute one
and the same agreement.
IN WITNESS WHEREOF, this Consent and Amendment has been duly
executed as of the day and year first written above.
BRIDGEPORT MACHINES INC.,
as Borrower and Guarantor
/s/Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Treasurer
BRIDGEPORT MACHINES LIMITED,
as Borrower
/s/Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney In Fact
BRIDGEPORT MACHINESS, GmbH,
as Borrower
/s/Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney In Fact
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Lender and as Agent
/s/Xxxxxx X. Xxxxxxx
--------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
as Lender
/s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
