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EXHIBIT 10.34
SIXTH AMENDMENT TO
REVOLVING CREDIT AND LOAN AGREEMENT
This SIXTH AMENDMENT TO REVOLVING CREDIT AND LOAN AGREEMENT ("Sixth
Amendment") is dated as of March 28, 1997, and is among MEDAR, INC., a Michigan
corporation (the "Company"), and INTEGRAL VISION LTD., a corporation
established under the laws of the United Kingdom ("Integral"), as Borrowers,
and NBD BANK, a Michigan banking corporation ("NBD"). This Sixth Amendment
amends the Revolving Credit and Loan Agreement dated as of August 10, 1995 (as
amended, the "Loan Agreement"), as amended by the First Amendment to Revolving
Credit and Loan Agreement dated October 12, 1995 (the "First Amendment"), the
Second Amendment to Revolving Credit and Loan Agreement dated October 31, 1995
(the "Second Amendment"), the Third Amendment to Revolving Credit and Loan
Agreement dated as of March 29, 1996 ("Third Amendment"), the Fourth Amendment
to Revolving Credit and Loan Agreement dated as of August 11, 1996 ("Fourth
Amendment") and the Fifth Amendment to Revolving Credit and Loan Agreement
dated as of February 27, 1997 ("Fifth Amendment"), among the Company, Integral
and NBD. The original Loan Agreement and the first four amendment also had as a
party a former subsidiary of the Company, Integral Vision-AID, Inc., a Michigan
corporation ("AID") (successor by merger to Integral Vision-Aid, Inc., an Ohio
corporation, formerly known as Automatic Inspection Devices, Inc.). AID has
since been merged into the Company and no longer exists as a separate
corporation. The Company and Integral are collectively referred to as the
"Borrowers" and individually as a "Borrower". Capitalized terms not otherwise
defined in this Sixth Amendment shall have the meanings given to them in the
Loan Agreement.
WHEREAS, the Borrowers have requested that NBD extend the maturity of the
Bridge Loan and Maxco, Inc. has agreed to such extension.
WHEREAS, NBD has agreed that to extend the maturity on the terms and
conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties agree as follows:
1. Extended Bridge Loan. Sections 2.7 of the Loan Agreement is hereby
amended such that the Bridge Loan will be due and payable on the date set forth
in the current Bridge Loan Note.
2. Conditions. Notwithstanding any other term of this Sixth Amendment
or the Loan Agreement, NBD will not be required to give effect to this Sixth
Amendment unless the following conditions have been met:
a. NBD shall have received a fully executed copy of this Sixth
Amendment and an Amended and Restated Bridge Loan Note, in form and substance
satisfactory to NBD.
b. NBD shall have received a reaffirmation of their respective
guaranties from Maxco, Inc. and Medar Canada Ltd., including a consent to the
terms of this Sixth Amendment.
c. All of the terms and conditions in Section 3.7 of the Loan
Agreement continue to be met.
3. Reaffirmation of Loan Agreement; Conflicts. The parties hereto
acknowledge and agree that the terms and provisions of this Sixth Amendment,
amend, add to and constitute a part of the Loan Agreement. Except as expressly
modified and amended by the terms of this Sixth Amendment, all of the other
terms and conditions of the Loan Agreement and all of the documents executed in
connection therewith or referred to or incorporated therein, remain in full
force and effect and are hereby ratified, confirmed and approved. If there is
an express conflict between the terms of this Sixth Amendment and the terms of
the Loan Agreement, or any of the other agreements or documents executed in
connection therewith or referred to or incorporated therein, the terms of this
Sixth Amendment shall govern and control. Any reference in any other
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document or agreement to the Loan Agreement shall hereafter refer to the
Loan Agreement as amended by this Sixth Amendment.
4. Representations True. The representations and warranties of the
Borrowers contained in the Loan Agreement are true on the date hereof and,
after giving effect hereto, there does not exist any Default or Event of
Default under the Loan Agreement.
5. Expenses. Borrowers acknowledge and agree that the Borrowers will
pay all attorneys' fees and out-of-pocket costs of NBD in connection with or
with respect to this Sixth Amendment and the conditions set forth herein.
IN WITNESS WHEREOF, the Borrowers and NBD have executed the foregoing
document by their duly authorized officers as of the day and year first written
above.
NBD BANK
By:____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Its: Senior Vice President
and
By:____________________________
▇▇▇▇▇ ▇▇▇▇▇▇
Its: Assistant Vice President
(signatures continue on next page)
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MEDAR, INC.
By:____________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: President
INTEGRAL VISION LTD.
By:____________________________
▇▇▇▇▇▇▇ Current
Its: Company Secretary
