EXHIBIT 10.25
FIFTH AMENDMENT TO CREDIT AGREEMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment"),
dated as of October 15, 1997, among AXSYS TECHNOLOGIES, INC. (f/k/a
VERNITRON CORPORATION), a corporation organized and existing under the
laws of the State of Delaware (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (each a
"Bank" and, collectively, the "Banks"), and BANQUE PARIBAS, as agent
(the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H :
WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement, dated as of April 25, 1996 (as amended, modified or
supplemented to the date hereof, the "Credit Agreement");
WHEREAS, the Banks are willing to amend certain provisions of the
Credit Agreement, subject to and on the terms and conditions set forth
herein;
NOW, THEREFORE, it is agreed:
1. Notwithstanding anything to the contrary contained in the
Credit Agreement, the undersigned Banks hereby consent to the issuance
at up to 80,000 shares of capital stock of the Borrower pursuant to the
terms of the Borrower's Supplemental Revenue Growth Incentive Plan
substantially in the form attached hereto as Exhibit A.
2. The definition of "Change of Control" contained in Section 11
of the Credit Agreement is hereby amended by deleting the words "or
(v) an ownership change within Section 382 of the Code shall have
occurred" and by adding the word, "and" immediately preceding clause
(iv).
3. In order to induce the Banks to enter into this Fifth
Amendment, the Borrower hereby represents and warrants that on the
Fifth Amendment Effective Date, both before and after giving effect to
this Fifth Amendment and the transactions contemplated hereby, (1) no
Default or Event of Default shall exist and (2) all of the
representations and warranties contained in the Credit Documents shall
be true and correct in all material respects, with the same effect as
though such representations and warranties had been made on and as of
the Fifth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true
and correct in all materials respects as of such specified date).
4. This Fifth Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision
of the Credit Agreement or any other Credit Document.
5. This Fifth Amendment may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, each of which counterparts when executed and delivered
shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be
lodged with the Borrower and the Agent.
6. THIS FIFTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.
7. This Fifth Amendment shall become effective as of the date
hereof (the "Fifth Amendment Effective Date") when each Credit Party,
the Required Banks and the Collateral Agent shall have signed a copy
hereof (whether the same or different copies) and shall have delivered
(including by way of telecopier) the same to the Agent.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Fifth Amendment to be duly executed and delivered
as of the date first above written.
AXSYS TECHNOLOGIES, INC.,
as Borrower
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
PRECISION AEROTECH, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
SPEEDRING, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
SPEEDRING SYSTEMS, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
TELETRAC, INC.,
as Subsidiary Guarantor
By /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President, General Counsel
and Secretary
BANQUE PARIBAS
individually, as Agent and as Collateral Agent.
By /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
PARIBAS CAPITAL FUNDING LLC
By
------------------------------------
Name:
Title:
PRIME INCOME TRUST
By /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: V.P. Portfolio Manager
FIRST SOURCE FINANCIAL LLP
By First Source Financial, Inc.,
its Agent/Manager
By /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Director
Fleet Bank, N.A.
By /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
