EXHIBIT 10.1
CONSENT AND AMENDMENT NO. 7
TO
AMENDED AND RESTATED
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 7 ("Amendment") is entered into as of November 24,
1998 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; an Amendment No. 4 to Amended and Restated Revolving Credit, Term Loan and
Security Agreement dated as of August 2, 1996, wherein, among other things, BMG
was added as a Borrower; an Amendment No. 5 to Amended and Restated Revolving
Credit, Term Loan and Security Agreement dated as of March 21, 1997; and a
Consent and Amendment No. 6 to Amended and Restated Revolving Credit, Term Loan
and Security Agreement dated as of May 16, 1997 (as same may be further amended,
supplemented or otherwise modified from time to time, the "Loan Agreement"),
pursuant to which Lenders provide BMI, BML and BMG with certain financial
accommodations.
Borrowers have requested that Lenders amend certain provisions of the
Loan Agreement 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. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 5 below:
(a) The following definitions in Section 1.2 of the Loan
Agreement are hereby amended in their entirety to read as follows:
(i) "Domestic Revolving Interest Margin" for
Revolving Advances which are Prime Rate Domestic Loans or
Prime Rate U.K. Loans shall be zero percent (0%).
(ii) "Domestic Term Loan Interest Margin" for Prime
Rate Domestic Term Loans and Prime Rate U.K. Term Loans shall
be one quarter of one percent (.25%).
(iii) "Eurodollar Revolving Interest Margin" for
Revolving Advances consisting of Sterling Loans and Domestic
Loans shall be one and three quarters percent (1.75%).
(iv) "Eurodollar Term Loan Interest Margin" for
Eurodollar Rate Domestic Term Loans and Eurodollar Rate U.K.
Term Loans shall be two percent (2%).
(v) "Term" shall mean the Effective Date through
December 23, 2002.
(b) The following definitions are hereby added to the Loan
Agreement in appropriate alphabetical order:
"Deutschmark Equivalent" shall mean at any time for the
determination thereof the amount of Deutschmarks obtained by converting
the Dollar amount or Dollar Equivalent involved in such computation
into Deutschmarks at the spot rate for the purchase of Deutschmarks
with U.S. Dollars as quoted by IBJS at approximately 11:00 a.m. (New
York time) on any date of such determination.
"Dutch Line of Credit" shall mean an unsecured line of credit
provided to BML by a financial institution in The Netherlands on terms
and conditions satisfactory to Lenders under which an amount not
greater than the Guilder Equivalent of $200,000 will be outstanding at
any point in time.
"German Line of Credit" shall mean an unsecured line of credit
provided to BMG and/or any of its Subsidiaries by a financial
institution in the Republic of Germany on terms and conditions
satisfactory to Lenders under which an amount not greater than the
Deutschmark Equivalent of $1,250,000 will be outstanding at any point
in time.
"Guilder" shall mean lawful money of The Netherlands.
"Guilder Equivalent" shall mean at any time for the
determination thereof the amount of Guilders obtained by converting the
Dollar amount or Dollar Equivalent involved in such computation into
Guilders at the spot rate for the purchase of Guilders with U.S.
Dollars as quoted by IBJS at approximately 11:00 a.m. (New York time)
on any date of such determination.
(c) The definition of "Dollar Equivalent" is hereby amended by
adding "or Guilder" after "Deutschmark" wherever Deutschmark appears.
(d) Section 2.15 of the Loan Agreement is hereby amended in
its entirety to read as follows:
"2.15. BMG Term Loan. The BMG Term Loan shall be payable with
respect to principal, in equal consecutive monthly installments
aggregating Deutschmarks equal to one-sixtieth of the original amount
of the BMG Term Loan per month payable on the last day of each
successive month, except that the final installment shall be in the
amount of the balance thereof and shall be due on July 31, 2001,
subject to acceleration upon the occurrence of a Default or Event of
Default under this Agreement or termination of this Agreement.
Notwithstanding any provision to the contrary herein, interest on the
BMG Term Loan shall be payable in arrears on the last day of each month
at a rate per annum equal to (a) 7.345% through December 23, 1999 and
(b) 6% for each month thereafter."
(e) Subclauses (i)(A) and (i)(B) of Section 3.2 of the Loan
Agreement are hereby amended in its entirety to read as follows:
"(A) for issuing or causing the issuance of a Letter of
Credit, a fee computed at a rate per annum of one and one-quarter
percent (1 1/4%) on the outstanding amount thereof from time to time
and (B) for issuing or causing the issuance of a Letter of Credit that
is not a standby Letter of Credit, a fee computed at a rate per annum
of one and one quarter percent (1 1/4%) of the original and each
increase in the face amount thereof for each 120 days or part thereof
of its term (the fees set forth in (A) and (B) referred to as "Letter
of Credit Fees") and"
(f) Section 3.4(a) of the Loan Agreement is hereby amended by
deleting "$1500" and inserting "$1000" in its place and stead.
(g) Section 7.3 of the Loan Agreement is hereby amended by
adding the following at the end thereof:
"or (iii) BMI may guarantee (x) the Deutschmark Equivalent of
up to $1,250,000 of BMG's obligations under the German Line of Credit
and (y) the Guilder Equivalent of up to $200,000 of BML's obligations
under the Dutch Line of Credit, provided in each case such guarantees
shall be unsecured and in form and substance satisfactory to Lenders."
(h) Section 7.8 of the Loan Agreement is hereby amended by
adding the following at the end thereof:
"or (iii) Indebtedness under the German Line of Credit and the
Dutch Line of Credit."
3. Consent by Lenders. BML has advised the Lenders that it desires to
open a Eurocurrency collection account at National Westminster Bank in the
United Kingdom and Lenders hereby consent to the opening of such account. Such
account will not be a blocked or dominion account as provided in Section 4.15
hereof and Borrowers agree to close such account immediately upon Agent's
request.
4. Reserves. Notwithstanding anything to the contrary contained in the
Loan Agreement, Agent shall not impose any Reserves with respect to any sums
outstanding under the Dutch Line of Credit or the German Line of Credit.
5. Conditions Precedent. This Consent and Amendment shall become
effective upon satisfaction of the following conditions precedent:
(a) This Consent and 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.
(b) Agent shall have received opinions of counsel to BMI, BML
and BMG 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 $60,562.50
to be shared equally by the Lenders.
6. Representations and Warranties.
(a) Borrowers hereby represent and warrant that as of the date
hereof:
(i) This Consent and 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) Upon the effectiveness of this Consent and
Amendment, 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 effective date
of this Consent and Amendment.
(iii) No Event of Default or Default has occurred and
is continuing or would exist after giving effect to this
Consent and 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 this Consent and
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.
7. Effect on the Loan Agreement
(a) Upon the effectiveness of this Consent and Amendment, 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 Consent
and 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.
8. Governing Law. This Consent and 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.
9. Headings. Section headings in this Consent and Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Consent and Amendment for any other purpose.
10. Counterparts. This Consent and 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 Consent and 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/ Xxxxx Xxxxxxxxxxx
---------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Duly Authorized Signatory
