SECOND AMENDMENT TO CREDIT AGREEMENT
------------------------------------
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as
of April , 1997, among AXSYS TECHNOLOGIES INC. (f/k/a VERNITRON CORPORATION), a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (each a "Bank" and, collectively, the "Banks"), and BANQUE PARIBAS, as
agent (the "Agent"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H
-------------------
WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of April 25, 1996 (as amended, modified or supplemented to
the date hereof, the "Credit Agreement");
WHEREAS, the Borrower desires to purchase 100% of the capital stock of
Teletrac, Inc. and enter into related transactions for an aggregate purchase
price of approximately $9,200,000 in cash (including all related fees and
expenses) plus 53,000 shares of the Borrower's common stock (collectively, the
"Acquisition"), and the Banks are willing to consent to the Acquisition, subject
to and on the terms and condition set forth herein;
WHEREAS, pursuant to the Consent to the Credit Agreement, dated as of
February 19, 1997, among the Borrower, the Banks and the Agent, the Banks
consented to the Borrower exchanging (the "Exchange Offer") 0.75 shares of its
common stock, par value $.01 per share (the "Common Stock") for each outstanding
share of its $1.20 Cumulative Exchangeable Redeemable Preferred Stock, par value
$.01 per share (the "Preferred Stock"). After the consummation of the Exchange
Offer, approximately 201,000 shares of Preferred Stock remain outstanding. The
Borrower desires the right to redeem (the "Preferred Stock Redemption") such
outstanding Preferred Stock in amounts acceptable to the Banks;
WHEREAS, the Borrower has requested that the Banks agree to amend certain
provisions of the Credit Agreement; and
WHEREAS, the Banks are willing to amend certain provisions of the Credit
Agreement and consent to the Acquisition and the Preferred Stock Redemption in
each case, subject to and on the terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in the Credit
Agreement, the undersigned Banks hereby consent to the Borrower effecting the
Acquisition, so long as (i) any Liens or Indebtedness issued or assumed in
connection with the Acquisition are otherwise permitted under the Credit
Agreement, (ii) upon the acquisition of any Subsidiary acquired pursuant to the
Acquisition, 100% of the capital stock of such Subsidiary is pledged and
delivered to the Collateral Agent for the benefit of the Secured Creditors under
the Pledge Agreement, (iii) within 10 days after the Acquisition, each such new
Subsidiary (x) executes and delivers a counterpart of the Subsidiaries Guaranty
and (y) secures the Borrower's obligations pursuant to the Credit Agreement and
the other Credit Documents (or such Subsidiary's obligations pursuant to a
Subsidiaries Guaranty) by executing a counterpart of the relevant Security
Documents and (iv) no Default or Event of Default then exists or would result
therefrom.
2. Notwithstanding anything to the contrary contained in Section 9.03 of
the Credit Agreement, the Banks hereby consent to the Borrower consummating the
Preferred Stock Redemption at a maximum price of $9.00 per share of Preferred
Stock (or $1,809,000 in the aggregate for all such remaining shares of Preferred
Stock), it being understood that the aggregate redemption price paid by the
Borrower in connection with the Preferred Stock Redemption will be included in
the definition of "Fixed Charges" as set forth in Section 11.01 of the Credit
Agreement.
3. Section 9.08 of the Credit Agreement is hereby amended by deleting in
its entirety the table appearing therein and inserting in lieu thereof the
following new table:
Fiscal Year Amount
----------- ------
1997 $4,300,000
1998 $3,875,000
1999 $3,875,000
2000 $3,875,000
2001 $3,875,000
2002 $3,875,000
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4. On and after the Second Amendment Effective Date (as defined below),
Schedule I to the Credit Agreement is hereby amended by deleting the column for
Revolving Loan Commitment in its entirety and inserting in lieu thereof the new
column for Revolving Loan Commitment set forth on Annex I attached hereto which
increases the Total Revolving Loan Commitment from $11,000,000 to $18,000,000.
Each Bank listed on Annex I attached hereto whose Revolving Loan Commitment is
increased by this Second Amendment, (each, an "Increasing Bank") hereby
acknowledges and agrees that from and after the Second Amendment Effective Date
its Revolving Loan Commitment shall be the amount set forth opposite such
Increasing Bank's name on Annex I attached hereto, as such amount may be reduced
from time to time in accordance with the terms of the Credit Agreement.
5. The Company hereby agrees that on or after the Second Amendment
Effective Date and upon the request of the Collateral Agent, it will execute
such amendments to the Mortgages as the Collateral Agent shall require in
connection with the transactions contemplated by this Second Amendment.
6. In order to induce the Banks to enter into this Second Amendment, the
Borrower hereby represents and warrants that on the Second Amendment Effective
Date, both before and after giving effect to this Second Amendment and the
transactions contemplated hereby, (1) no Default or Event of Default shall exist
and (2) all of the representations and warranties contained in the Credit
Documents shall be true and correct in all material respects, with the same
effect as though such representations and warranties had been made on and as of
the Second Amendment Effective Date (it being understood that any representation
or warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).
7. This Second Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
8. This Second Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
9. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
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10. The headings of the several sections of this Second Amendment are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision hereof.
11. This Second Amendment shall become effective as of the date hereof
(the "Second Amendment Effective Date") when (1) each Credit Party, the Required
Banks, the Increasing Banks and the Collateral Agent shall have signed a copy
hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent and (2) the Borrower
shall have executed and delivered to the Agent for the benefit of each
Increasing Bank a new Revolving Note reflecting the increase in the Revolving
Loan Commitment of each such Increasing Bank.
* * *
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ANNEX I
-------
Revolving Loan
Bank Commitment
---- ----------------
Banque Paribas $4,000,000.00
Paribas Capital Funding LLC 3,036,000.00
Prime Income Trust 0
First Source Financial LLP 4,090,000.00
IBJ Xxxxxxxx Bank & Trust Company 3,437,000.00
The First National Bank of Chicago 3,437,000.00
----------------
Total: 18,000,000.00
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Second Amendment to be duly executed and delivered as of the date first
above written.
AXSYS TECHNOLOGIES, INC.
as Borrower
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
PRECISION AEROTECH, INC.
as Subsidiary Guarantor
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SPEEDRING, INC.
as Borrower
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SPEEDRING SYSTEMS, INC.
as Subsidiary Guarantor
By /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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BANQUE PARIBAS,
Individually, as Agent and as Collateral Agent
By /s/ X. Xxxxxx
--------------------------
Name: X. Xxxxxx
Title: Vice President
By /s/ Xxxxxx Xxxxx
--------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
PARIBAS CAPITAL FUNDING LLC
By /s/ Xxxxxxx Xxxxx
--------------------------
Name: Xxxxxxx Xxxxx
Title: Director
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
--------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President Portfolio Manager
FIRST SOURCE FINANCIAL LLP,
By First Source Financial, Inc.
its Agent/Manager
By /s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
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IBJ XXXXXXXX BANK & TRUST COMPANY
By /s/ Xxxx X. Xxxxxx
--------------------------
Name: Xxxx X. Xxxxxx
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxx X. Xxxx
--------------------------
Name: Xxx X. Xxxx
Title: Vice President
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THIRD AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment"), dated as of
May 30, 1997, among AXSYS TECHNOLOGIES INC. (f/k/a VERNITRON CORPORATION, a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (each a "Bank" and, collectively, the "Banks"), and BANQUE PARIBAS, as
agent (the "Agent"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
---------------------
WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of April 25, 1996 (as amended, modified or supplemented to
the date hereof, the "Credit Agreement");
WHEREAS, pursuant to the Second Amendment to the Credit Agreement, the
Banks consented to the acquisition (the "Acquisition") by the Borrower of the
capital stock of Teletrac, Inc. ("Teletrac") on the terms and conditions set
forth therein, including the purchase of 100% of the capital stock of Teletrac
for an aggregate purchase price of approximately $9,200,000 in cash (including
all related fees and expenses) plus 53,000 shares of the Borrower's common
stock;
WHEREAS, the terms of the Acquisition have been modified, to wit, (i) the
total consideration paid by the Borrower for the Acquisition shall consist of
(x) 53,000 shares of the Borrower's common stock, plus (y) approximately
$9,100,000 in cash as such amount is reduced by the fair market value
(determined upon the execution and delivery of the definitive documentation
evidencing the Acquisition) of up to 100,000 additional shares of the Borrower's
common stock, and (ii) the Borrower shall acquire no less than 85% of the
capital stock of Teletrac, with the existing shareholders retaining the
remaining capital stock t hereof (the "Retained Shares");
WHEREAS, the Borrower shall have the right (and, under certain
circumstances, the obligation) to purchase the Retained Shares in exchange for
up to 100,000 shares of the Borrower's common stock at a fixed exchange rate to
be determined upon the execution and delivery of the definitive documentation
evidencing the Acquisition;
WHEREAS, after giving effect the Acquisition, Xx. Xxxxxxx X. Xxxxxxx would
fail to control shares of capital stock of the Borrower entitling him to
exercise at least 40% of the combined voting power of the Voting Securities; and
WHEREAS, the Banks are willing to amend certain provisions of the Credit
Agreement and consent to the Acquisition, in each case, subject to and on the
terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in the Credit
Agreement and the Second Amendment, the undersigned Banks hereby consent to the
Borrower effecting the Acquisition on the terms and conditions set forth in this
Third Amendment, provided that (i) any Liens or Indebtedness issued or assumed
in connection with the Acquisition are otherwise permitted under the Credit
Agreement, (ii) upon the acquisition of any Subsidiary acquired pursuant to the
Acquisition, all capital stock, owned by the borrower, of such Subsidiary is
pledged and delivered to the Collateral Agent for the benefit of the Secured
Creditors under the Pledge Agreement, (iii) within 10 days after the
Acquisition, each such new Subsidiary (x) executes and delivers a counterpart of
the Subsidiaries Guaranty and (y) secures the Borrower's obligations pursuant to
the Credit Agreement and the other Credit Documents (or such Subsidiary's
obligations pursuant to a Subsidiaries Guaranty) by executing a counterpart of
the relevant Security Documents, (iv) the shareholders owning the Retained
Shares consent to the actions to be taken pursuant to clause (ii) and (iii)
above, (v) no Default or Event of Default then exists or would result from any
of the foregoing and (vi) any consideration paid by the Borrower or any of its
Subsidiaries for the Retained Shares pursuant to any put or call rights shall be
paid solely through the shares of the Borrower's capital stock, it being
understood that the Banks hereby consent to the Borrower issuing up to 100,000
shares of its' common stock to purchase the Retained Shares as described in the
fourth whereas clause above.
2. The definition of "Change of Control" contained in Section 11 of the
Credit Agreement is hereby amended by deleting the percentage "40%" appearing in
clause (ii) thereof and inserting in lieu thereof the percentage "35%".
3. Notwithstanding anything to the contrary contained in the Second
Amendment, the Second Amendment Effective Date shall be the date upon which the
Third Amendment Effective Date occurs so long as all conditions set forth in
Section 11 of the Second Amendment have been satisfied by the Third Amendment
Effective Date.
4. In order to induce the Banks to enter into this Third Amendment, the
Borrower hereby represents and warranties that on the Third Amendment Effective
Date,
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both before and after giving effect to this Third Amendment and the transactions
contemplated hereby, (1) no Default or Event of Default shall exist and (2) all
of the representations and warranties contained in the Credit Documents shall be
true and correct in all material respects, with the same effect as though such
representations and warranties had been made on and as of the Third Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all materials respects as of
such specified date).
5. This Third Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Third Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
7. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
8. The headings of the several sections of this Third Amendment are
inserted for convenience only and shall not in any way affect the meaning or
construction of any provision hereof.
9. This Third Amendment shall become effective as of the date hereof (the
"Third Amendment Effective Date") when each Credit Party, the Required Banks and
the Collateral Agent shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by way of telecopier) the
same to the Agent.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Third Amendment to be duly executed and delivered as of the date first
above written.
AXSYS TECHNOLOGIES, INC.,
as Borrower
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
PRECISION AEROTECH, INC.,
as Subsidiary Guarantor
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SPEEDRING, INC.,
as Subsidiary Guarantor
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
SPEEDRING, INC.,
as Subsidiary Guarantor
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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BANQUE PARIBAS
individually, as Agent and as Collateral Agent.
By /s/ X. Xxxxxx
-----------------------
Name: X. Xxxxxx
Title: Vice President
By /s/ Xxxxxxx Xxxxx
-----------------------
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
PARIBAS CAPITAL FUNDING LLC
By /s/ Xxxx Careen
-----------------------
Name: Xxxx Xxxxxx
Title: Director
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
-----------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President Portfolio Manager
FIRST SOURCE FINANCIAL LLP
By First Source Financial, Inc.,
its Agent/Manager
By /s/ Xxxx Xxxxxxx
-----------------------
Name: Xxxx Xxxxxxx
Title: Vice President
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IBJ XXXXXXXX BANK & TRUST COMPANY
By /s/ Xxxx X. Xxxxxx
-----------------------
Name: Xxxx X. Xxxxxx
Title: Director
THE FIRST NATIONAL OF CHICAGO
By /s/ Xxx X. Xxxx
-----------------------
Name: Xxx X. Xxxx
Title: Vice President
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