Exhibit 10.2.7
AMENDMENT NO. 5
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 ("Amendment") is entered into as of March
21, 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 and an Amendment No. 4 to Amended and Restated Revolving Credit, Term
Loan and Security Agreement dated as of August 2,1996 (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.
BMI and BML have requested that Lenders increase the Maximum
Loan Amount, the BMI Sublimit and the BML Sublimit, among other things 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 3 below:
(a) The following definitions are hereby added to
Section 1.2 of the Loan Agreement in appropriate alphabetical order:
"Fifth Amendment" shall mean Amendment No. 5 to
Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as
of March 21, 1997 among Borrowers, Lenders and Agent.
"Fifth Amendment Effective Date" shall mean March 21,
1997 or such other date on which the conditions set forth in Section 3 of the
Fifth Amendment shall have been satisfied in the reasonable opinion of the
Lenders.
(b) The following definitions in Section 1.2 of the
Loan Agreement are hereby amended in their entirety to read as follows:
(i) "BMI Sublimit" shall mean $24,500,000.
(ii) "BML Sublimit" shall mean $19,500,000.
(c) The definition of "Maximum Loan Amount" is hereby
amended by deleting "Forty Nine Million Five Hundred Eighty Three Thousand Three
Hundred Thirty Six Dollars ($49,583,336)" and inserting "Fifty Three Million
Twenty Two Thousand Nine Hundred Twenty Two Dollars ($53,022,922)" in its place
and stead.
(d) Section 2.1(a)(iii)(x) of the Loan Agreement is
hereby amended by deleting "$11,000,000" and inserting "$13,500,000" in its
place and stead.
(e) Section 2.1(a)(iv)(x) of the Loan Agreement is
hereby amended by deleting "$7,000,000" and inserting "$10,000,000" in its place
and stead.
3. Conditions Precedent. This Amendment shall become
effective upon satisfaction of the following conditions precedent:
(a) (i) This Amendment shall have been executed by
the Lenders, the Borrowers, and the Guarantor, in four counterparts, with
executed counterparts delivered to each of the parties;
(ii) Each Fifth Amended and Restated Revolving Credit
Note shall have been executed by BMI with each executed Note delivered to the
respective Lender; and
(iii) Each of the Mortgage, Assignment of Rents and
Security Agreement Modification Agreement and the Open End Mortgage, Assignment
of Rents and Security Agreement Modification Agreement shall have been executed
by BMI with each such executed agreement delivered to the Agent.
(b) Agent shall have received opinions of counsel to
BMI and BML indicating that the transactions contemplated by this Amendment have
been properly authorized, and that the documents executed and delivered in
connection therewith are the legal, valid, and binding obligations of the
respective signatories.
(c) Agent shall have received an amendment fee of
$18,750 to be shared equally by the Lenders.
4. Representations and Warranties.
(a) Borrowers hereby represent and warrant that as of
the Fifth Amendment Effective Date:
(i) This 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) 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 Fifth Amendment
Effective Date.
(iii) No Event of Default or Default has occurred and
is continuing or would exist after giving effect to this
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 as of
the Fifth Amendment Effective Date this 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.
5. Effect on the Loan Agreement.
(a) On the Fifth Amendment Effective Date, 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
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.
6. Governing Law. This 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.
7. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.
8. Counterparts. This 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 Amendment has been duly executed as
of the day and year first written above.
BRIDGEPORT MACHINES, INC.,
as Borrower and Guarantor
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Treasurer
BRIDGEPORT MACHINES LIMITED,
as Borrower
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney in Fact
BRIDGEPORT MACHINES, GmbH,
as Borrower
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney in Fact
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Lender and as Agent
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Duly Authorized Signatory
