THIRTEENTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 10.1
THIRTEENTH
AMENDMENT TO
THIS
THIRTEENTH AMENDMENT (“Amendment”) dated as of October 18, 2010, by and between
Perceptron, Inc. (“Company”) and Comerica Bank (“Bank”).
RECITALS:
A. Company
and Bank entered into a Credit Agreement dated as of October 24, 2002, which was
amended by twelve amendments (“Agreement”).
B. Company
and Bank desire to amend the Agreement as hereinafter set forth.
NOW,
THEREFORE, the parties agree as follows:
1. The
definition of Base Tangible Net Worth in Section 1 of the Agreement is amended
to read as follows:
“Base
Tangible Net Worth” shall initially mean $36,500,000, minus the Aggregate
Redemption Amount. On June 30, 2011, the Base Tangible Net Worth shall decrease
to $35,500,000, minus the Aggregate Redemption Amount.
2. The
following definition is added to the Agreement in alphabetical
order:
“Aggregate
Redemption Amount” shall mean the aggregate amount paid by Company to redeem
shares of its stock during the period beginning October 18, 2010 and ending
December 31, 2011, provided that in no event shall the Aggregate Redemption
Amount exceed $5,000,000.
3. Section
8.1 of the Agreement is amended to read as follows:
“8.1 Purchase,
acquire or redeem any of its stock or make any material change in its capital
structure, except redemptions of Company’s stock occurring after October 18,
2010 and on or before December 31, 2011 for an aggregate purchase price not to
exceed Five Million Dollars ($5,000,000); provided that at the time of each such
redemption and after giving effect thereto no Event of Default shall have
occurred and be continuing.”
4. Company
hereby represents and warrants that, after giving effect to the amendments
contained herein, (a) execution, delivery and performance of this Amendment and
any other documents and instruments required under this Amendment or the
Agreement are within Company’s corporate powers, have been duly authorized, are
not in contravention of law or the terms of Company’s Articles of Incorporation
or Bylaws, and do not require the consent or approval of any governmental body,
agency, or authority; and this Amendment and any other documents and instruments
required under this Amendment or the Agreement, will be valid and binding in
accordance with their terms; (b) the continuing representations and warranties
of Company set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of the
Agreement are true and correct on and as of the date hereof with the same force
and effect as made on and as of the date hereof; (c) the continuing
representations and warranties of Company set forth in Section 6.6 of the
Agreement are true and correct as of the date hereof with respect to the most
recent financial statements furnished to the Bank by Company in accordance with
Section 7.1 of the Agreement; and (d) no Event of Default (as defined in the
Agreement) or condition or event which, with the giving of notice or the running
of time, or both, would constitute an Event of Default under the Agreement, as
hereby amended, has occurred and is continuing as of the date
hereof.
5. Except
as expressly provided herein, all of the terms and conditions of the Agreement
remain unchanged and in full force and effect.
6. This
Amendment shall be effective upon (a) execution of this Agreement by Company and
the Bank and (b) execution by the Guarantor of the attached Acknowledgment of
Guarantor.
IN
WITNESS the due execution hereof as of the day and year first above
written.
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COMERICA
BANK
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PERCEPTRON,
INC.
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By:
/s/ Xxxxxx
Xxxxxxx
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By:
/s/ Xxxx X.
Xxxxx
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Its:
Corporate Banking
Representative
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Its:
Chief Financial
Officer
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ACKNOWLEDGMENT OF
GUARANTOR
The
undersigned guarantor acknowledges and agrees to the foregoing Amendment and
confirms that the Guaranty dated October 24, 2002, executed and delivered by the
undersigned to the Bank remains in full force and effect in accordance with its
terms.
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COMERICA
BANK
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PERCEPTRON
GLOBAL, INC.
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By:
/s/ Xxxxxx
Xxxxxxx
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By:
/s/ Xxxx X.
Xxxxx
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|
Its:
Corporate Banking
Representative
|
Its:
Chief Financial
Officer
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