Amendment dated as of November 21, 1997, to the
Credit Agreement dated as of September 23, 1990 (as
amended and restated as of February 7, 1997) (the
"Credit Agreement"), among ESCO Electronics
Corporation, a Missouri corporation ("ESCO"),
Defense Holding Corp., a Delaware corporation (the
"Borrower"), the Banks party thereto (the "Banks")
and Xxxxxx Guaranty Trust Company of New York, as
agent (the "Agent").
A. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Credit
Agreement, as amended hereby.
X. XXXX and the Borrower have requested that certain
provisions of the Credit Agreement be amended as set forth
herein. The Banks are willing to so amend the Credit
Agreement subject to the terms and conditions set forth
herein.
Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged,
the parties hereto hereby agree as follows:
Section 1. Amendments. (a) Section 1.01 of the Credit
Agreement is amended to add the following definitions in
alphabetical order:
"Euroshield" means Euroshield OY.
"Euroshield Acquisition Corporation" means EMC Test
Systems or any other Wholly-Owned Consolidated Subsidiary.
"PTI Filters" means Sanmar - PTI Filters Limited.
(b) The second proviso in the second sentence of Section
5.08 of the Credit Agreement is hereby amended and restated
as follows:
provided further, that the Borrower shall not be
required to pledge or create a security interest in any
of the assets of SFL, FBV FGMBH, FSA, Filtrotec, PPD
(including the capital stock of PPD) or Euroshield, nor
shall SFL, FBV, FGMBH, FSA, Filtrotec, PPD or
Euroshield be required to become a party to the
Guarantee Agreement or the Security Agreement, and the
pledge by the Borrower of the capital stock of SFL, the
pledge by Filtertek of the capital stock of FBV, FGMBH,
FSA and Filtrotec, and the pledge by Euroshield
Acquisition Corporation of the capital stock of
Euroshield shall be limited to 65% of each class of
such capital stock.
(c) Section 5.09 of the Credit Agreement is hereby amended
and restated as follows:
Section 5.09. Subsidiaries; Partnerships. ESCO will
not have any direct Subsidiaries other than the
Borrower and any Restricted Subsidiaries. The Borrower
will not have any direct or indirect Subsidiaries,
other than the Specified Subsidiaries and any
Subsidiaries resulting from any Investments made in
accordance with clause (f), (l), or (n) of Section 5.16
and any restricted Subsidiaries, all of which shall be
direct Subsidiaries (except that (i) PPD shall be a
direct Subsidiary of SFL, (ii) Comtrak shall be a
direct Subsidiary of SEI, (iii) EMC Test Systems shall
be a limited partnership as described in the definition
of "EMC Test Systems Reorganization", (iv) Rantec shall
be a direct Subsidiary of Rantec Holding as described
in the definition of "EMC Test Systems Reorganization",
(v) Rantec Commercial shall be a direct Subsidiary of
Rantec as described in the definition of "EMC Test
Systems Reorganization", (vi) FBV, FGMBH, Filtrotec,
FDPR and FDB shall be direct subsidiaries of Filtertek,
(vii) FSA shall be a subsidiary of Filtertek and FBV,
and (vii) Euroshield shall be a subsidiary of
Euroshield Acquisition Corporation). Neither ESCO nor
the Borrower will, and they will not permit any of
their Subsidiaries to, enter into any partnership or
joint venture other than EMC Test Systems, PTI Filters
and a Permitted Joint Venture. Notwithstanding anything
to the Contrary contained in this Section (i) Uniexcel
shall be a partially-owned Subsidiary of SFL, (ii)
Filtertek de Puerto Rico S.A. may issue Class B Common
Stock to certain of its senior executives, (iii)
Filtertek may own less than all of, but not less than
85% of, the outstanding common stock of FDB and (iv)
PTI may own not less than 40% and not more than 49% of
the outstanding common stock of PTI Filters.
(d) Section 5.11 (a) of the Credit Agreement is hereby
amended to add the following clauses (xiii) and (xiv) at the
end of such Section:
(xiii) Debt consisting of unsecured guarantees by ESCO,
the Borrower or PTI of 49% of the outstanding amount of loans
to PTI Filters made by local banks in India; provided that
the aggregate principal amount of such unsecured guarantees
at any time outstanding under this clause (xiii) shall not
exceed $800,000; and
(xiv) following the completion of the acquisition of
Euroshield by Euroshield Acquisition Corporation, unsecured
and secured debt of Euroshield and unsecured guarantees by
ESCO, the Borrower or Euroshield Acquisition Corporation of
Debt of Euroshield, in each case, in an amount not to exceed
$2,500,000.
(d) Section 5.16 of the Credit Agreement is hereby amended
to add the following clauses (m) and (n) at the end of such
Section:
(m) if at the time thereof and after giving effect thereto
no Default shall have occurred and be continuing, Investments
by PTI in PTI Filters consisting of (i) contributions of cash
and equipment with a book value not exceeding $255,000, which
shall be treated as an equity contribution, and (ii) loans
made to, or guarantees of loans made to, PTI Filters, to the
extent permitted by clause (xiii) of Section 5.11 (a);
provided that all Investments in PTI Filters, made pursuant
to this clause (m), including any guarantees of Debt of PTI
Filters, shall be treated as an Investment made pursuant to
clause (f) of this Section for purposes of determining
compliance with the limitations of such clause (f).
(n) if at the time thereof and after giving effect thereto
no Default shall have occurred and be continuing, Investments
by Euroshield Acquisition Corporation to effect the
acquisition of Euroshield consisting of (i) $3,500,000 of
cash, (ii) $750,000 of deferred purchase price payable over
three years following such acquisition, and (iii) $750,000
payable in the third year if certain performance targets are
met; provided that all Investments in Euroshield, made
pursuant to this caluse (n) shall be treated as an Investment
made pursuant to clause (f) of this Section for purposes of
determining compliance with the limitations of such clause
(f).
(e) Section 5.17 of the Credit Agreement is hereby amended
to add the following clause (n) at the end of such Section:
(n) Liens of Euroshield to secure Debt of Euroshield
permitted by Section 5.11(a) (xiv).
Section 2. Representations and Warranties. Each of ESCO
and the Borrower hereby represents and warrants to each
Bank, on and as of the date hereof, that:
(a) This Amendment has been duly authorized, executed and
delivered by each of ESCO and the Borrower, and each of this
Amendment and the Credit Agreement as amended by this
Amendment constitutes a legal, valid and binding obligation
of each of ESCO and the Borrower, enforceable in accordance
with its terms.
(b) The representations and warranties of each of ESCO and
Borrower contained in the Credit Agreement and in each other
Loan Document are true and correct in all respects with the
same effect as if made on and as of the date hereof, except
to the extent that such representations and warranties
expressly relate to an earlier date.
(c) After giving effect to this Amendment, no Default has
occurred and is continuing.
Section 3. Effectiveness. This Amendment shall become
effective upon receipt by the Agent of counterparts hereof
signed by each of ESCO, the Borrower and the Required Banks.
Section 4 Miscellaneous (a) This Amendment constitutes
the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes any and
all prior agreements and understandings, oral or written,
relating to the subject matter hereof.
(b) Section headings used herein are for convenience of
reference only and are not to affect the construction of, or
to be taken into consideration in interpreting, this
Amendment.
(c) This Amendment shall be construed in accordance with and
governed by the law of the State of New York.
(d) Each reference to a party hereto shall be deemed to
include its successors and assigns, all of whom shall be
bound by this Amendment and to whose benefit the provisions
of this Amendment shall inure.
(e) This Amendment may be executed in any number of
counterparts, each of which shall be an original but all of
which, when taken together, shall constitute but one
instrument.
(f) Except as specifically amended or modified hereby, the
Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof.
In witness whereof, the parties hereto have caused this
Amendment to be duly executed by their respective authorized
officers as of the date first above written:
ESCO ELECTRONICS CORPORATION
by
/S/ Xxxxxx X. Xxxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Vice President & Treasurer
DEFENSE HOLDINGS CORP.
by
/S/ Xxxxxx X. Xxxx
---------------------
Name: Xxxxxx X. Xxxx
Title: Sr. Vice President & CFO
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Agent
by
/s/ Xxxxx X. X'Xxxxx
-----------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
NATIONSBANK, N.A.
by
/s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK
by
/s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Assistant Treasurer
THE BANK OF NOVA SCOTIA
by
/s/ F.C.H. Xxxxx
-------------------
Name: F.C.H. Xxxxx
Title: Senior Manager Loan
Operations
THE SUMITOMO BANK, LIMITED
by
/s/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
by
/s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Manager
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
by
/s/ Xxxxx Xxxxxxx
--------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
SANWA BUSINESS CREDIT CORPORATION
by
/s/ Xxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
