EXHIBIT 10.3
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the "THIRD AMENDMENT") dated
as of August 12, 1997, is to that Credit Agreement dated as of January 24,
1996 as amended by that First Amendment to Credit Agreement dated as of May
15, 1996, as further amended and modified by that Second Amendment to Credit
Agreement dated as of March 14, 1997 (as amended and modified hereby and as
further amended and modified from time to time hereafter, the "CREDIT
AGREEMENT"; terms used but not otherwise defined herein shall have the
meanings assigned in the Credit Agreement), by and among XXXXX SYSTEMS, INC.,
a Delaware corporation (the "BORROWER"), THOSE SUBSIDIARIES AND CREDIT
PARTIES party thereto and identified on the signature pages hereof (together
with the Borrower sometimes being referred to as the "CREDIT PARTIES"), as
Guarantors and Credit Parties, the Lenders party thereto, and NATIONSBANK,
N.A., as Agent (the "AGENT").
W I T N E S S E T H
WHEREAS, the Lenders have, pursuant to the terms of the Credit Agreement,
made available to the Borrower a $30,000,000 credit facility;
WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement; and
WHEREAS, the Required Lenders for and on behalf of the Lenders have agreed
to the requested changes on the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. The Credit Agreement is amended in the following respects:
1. The definition of "CONSOLIDATED EBITDA" in Section 1.1 of the
Credit Agreement is hereby amended and restated to read as follows:
"CONSOLIDATED EBITDA" means for the four consecutive quarter
period ending as of the Calculation Date, the sum of Consolidated Net
Income PLUS Consolidated Interest Expense PLUS all provisions for any
Federal, state or other income taxes PLUS depreciation, amortization and
other non-cash charges (which shall include amortization of capitalized
interest and debt issuance costs) for the Borrower and its Restricted
Subsidiaries on a consolidated basis; provided, however, that with respect
to each of the fiscal quarters ending on the dates set forth below, the
amounts corresponding to such dates shall be added to the sum of the items
listed above to determine Consolidated EBITDA at such times:
Date Amount
------ --------
June 30, 1997 $16,328,000
September 30, 1997 $15,183,000
December 31, 1997 $14,038,000
March 31, 1998 $12,893,000.
B. In connection with the execution of this Third Amendment, the Borrower
agrees to pay an amendment fee at closing in the amount of $30,000 (representing
10.0 basis points on the total Revolving Committed Amount) for the ratable
benefit of the Lenders.
C. The Borrower hereby represents and warrants that:
(i) any and all representations and warranties made by the Borrower
and contained in the Credit Agreement (other than those which expressly
relate to a prior period) are true and correct in all material respects as
of the date of this Third Amendment; and
(ii) No Default or Event of Default currently exists and is continuing
under the Credit Agreement as of the date of this Third Amendment.
D. The Borrower will execute such additional documents as are reasonably
requested by the Agent to reflect the terms and conditions of this Third
Amendment.
E. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and Exhibits) remain in full force and effect.
F. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Third Amendment,
including without limitation the reasonable fees and expenses of the Agent's
legal counsel.
G. This Third Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and it
shall not be necessary in making proof of this Third Amendment to produce or
account for more than one such counterpart.
H. This Third Amendment and the Credit Agreement, as amended hereby,
shall be deemed to be contracts made under, and for all purposes shall be
construed in accordance with the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Third Amendment to Credit Agreement to be duly executed under seal and
delivered as of the date and year first above written.
BORROWER:
XXXXX SYSTEMS, INC.,
a Delaware corporation
By /s/ X.X. Xxxxx
-------------------------------
Title Senior VP and CFO
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GUARANTORS:
PINNACLE AUTOMATION, INC.,
a Delaware corporation
By /s/ X.X. Xxxxx
------------------------------
Title Executive VP and CFO
---------------------------
M&E INSTALLERS, INC.,
a Delaware corporation
By /s/ X.X. X'Xxxxx
------------------------------
Title Vice President
---------------------------
XXXXXX, XXXXXXX & ASSOCIATES, INC.,
a Wisconsin corporation
By /s/ X.X. Xxxxx
------------------------------
Title CFO and Assistant Treasurer
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NEWALV, INC.,
a Delaware corporation
By /s/ X.X. Xxxxx
------------------------------
Title President
---------------------------
XXXXX BROS., INC.,
a Wisconsin corporation
By /s/ X.X. Xxxxx
------------------------------
Title CFO and Treasurer
---------------------------
THE XXXXXXXX COMPANY,
an Ohio corporation
By /s/ X.X. Xxxxx
------------------------------
Title CFO and Senior VP
---------------------------
WHITE SYSTEMS, INC.,
(formerly know as White Storage
and Retrieval Systems, Inc.)
a New Jersey corporation
By /s/ X.X. Xxxxx
------------------------------
Title CFO and Treasurer
---------------------------
XXXXXXX SOFTWARE DEVELOPMENT CORP.,
a Connecticut corporation
By /s/ X.X. Xxxxx
------------------------------
Title CFO and Treasurer
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REAL TIME SOLUTIONS, INC.,
a Delaware corporation
By /s/ X.X. Xxxxx
------------------------------
Title CFO and Vice President
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Signature Pages to
Xxxxx Systems, Inc. Third Amendment
BANKS:
NATIONSBANK, N.A., individually in its
capacity as a Lender and in its capacity
as Agent
By /s/ Xxxx X. Xxxxxxxx
------------------------------
Title Vice President
---------------------------
BANK OF SCOTLAND
By /s/ Xxxxx Xxxxx
------------------------------
Title Asst. Vice President
---------------------------
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxxx X. Xxxx
------------------------------
Title Vice President
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