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Exhibit 10.3
AMENDMENT NO. 2
TO CREDIT AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of June 26, 1998, to 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"), as amended by Amendment No. 1 and
Waiver No. 2, dated as of June 15, 1998 ("Amendment No. 1")(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 amend Amendment No. 1 and the Agreement as set forth herein and the
Administrative Agent and the Lenders executing this Amendment are willing to do
so subject to the terms and conditions hereof.
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. It is agreed that paragraph 5 of Amendment No. 1 is deleted and that
the Article 7 of the Agreement be and the same is hereby amended by adding the
following Section at the end thereof:
7.11 Subordination of GSI Note
Cause to be delivered to the Administrative Agent as soon as
executed, and in any event not later than July 17, 1998, the GSI Subordination
Agreement (as defined in Amendment No. 1).
2. This Amendment shall not be effective until the Administrative Agent
shall have executed this Amendment and shall have received (i) the consent
thereto of Required Lenders, the Borrower and the Subsidiary Guarantors and (ii)
such other documents as it shall reasonably request.
3. 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 Credit Agreement and the other Loan Documents and all of its obligations
thereunder and admits that it has no defense, offset or counterclaim thereto.
4. This Amendment 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 the consents
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hereto to produce or account for more than one counterpart signed by the party
to be charged.
5. This Amendment 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. 2 UNDER THE CREDIT AGREEMENT
IN WITNESS WHEREOF, the Administrative Agent has caused this Amendment 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. 2 TO THE CREDIT AGREEMENT
CONSENTED TO:
FIRST UNION NATIONAL BANK
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
CONSENTED TO:
FLEET BANK, N.A.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
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ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
CONSENTED TO:
ROBOTIC VISION SYSTEMS, INC.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
ACUITY IMAGING LLC
By: Robotic Vision Systems, Inc.,
as Sole Member and Manager
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
CIMATRIX LLC
By: Robotic Vision Systems, Inc.,
as Sole Member and Manager
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
