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MATERIAL CONTRACTS
EXHIBIT 10.0 (VIII)
AMENDMENT NO. 6
AMENDMENT NO. 6 (this "Amendment"), dated as of October 21, 1998, and effective
as of September 30, 1998 pursuant to Section 3 hereof, between General Electric
Capital Corporation (AGE Capital"), as lender ("Lender") and agent ("Agent")
under the Credit Agreement referred to below and Xxxxx Technologies, Inc.,
formerly known as Figgie International, Inc. ("Borrower").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Borrower and GE Capital, as Lender and as Agent, have entered
into a Credit Agreement, dated as of December 19, 1995 (as heretofore amended,
the "Credit Agreement"; the terms defined in the Credit Agreement being used
herein as therein defined, unless otherwise defined herein); and
WHEREAS, Borrower, wishes to amend, Schedule 6.8 of the Credit
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereby agree as follows:
SECTION 1. Amendment to Credit Agreement.
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AMENDMENT TO SCHEDULE 6.8. The first page of Schedule 6.8 is hereby
deleted in its entirety and a new first page attached hereto as Exhibit
A is substituted therefor.
SECTION 2. REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to Agent and Lenders as follows:
(a) All of the representations and warranties of Borrower contained in
the Credit Agreement and in the other Loan Documents are, after giving effect to
this Amendment, true and correct on the date hereof as though made on such date,
except to the extent that any such representation or warranty expressly relates
to an earlier date, for changes permitted or contemplated by the Credit
Agreement or as otherwise disclosed in writing to Agent and Lenders. No Default
or Event of Default has occurred and is continuing or would result from the
transactions contemplated hereby.
(b) The execution, delivery and performance by Borrower of this
Amendment have been duly authorized by all necessary or proper corporate action
and do not require the consent or approval of any Person which has not been
obtained.
(c) This Amendment has been duly executed and delivered by Borrower and
each of this Amendment and the Credit Agreement as amended hereby constitutes a
legal, valid and binding obligation of Borrower, enforceable against Borrower in
accordance with its terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating or affecting
creditors' rights and to general equity principles.
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SECTION 3. EFFECTIVENESS. This Amendment shall become effective as of
September 30, 1998, provided that each of the following conditions has been
satisfied on the date hereof, including the delivery to Agent of each of the
documents set forth below in form and substance satisfactory to Agent:
(a) Counterparts of this Agreement duly executed by Borrower, each
Lender and Agent.
(b) All of the representations and warranties of Borrower contained in
Section 2 hereof shall be true and correct.
SECTION 4. GOVERNING LAW. This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State of New York,
without regard to conflict of laws principles thereof.
SECTION 5. COUNTERPARTS. This Amendment may be executed in any number
of counterparts, which shall, collectively and separately, constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
XXXXX TECHNOLOGIES, INC.
(formerly known as FIGGIE INTERNATIONAL,
INC.)
By: /s/
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Treasurer
GENERAL ELECTRIC CAPITAL CORPORATION,
as Agent and Lender
By: /s/
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Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
GE Capital Commercial Finance, Inc.
Being duly authorized
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Exhibit A
SCHEDULE 6.8
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SALE OF ASSETS
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The following business units have been classified as discontinued operations and
are to be divested:
-All assets and liabilities which comprise or are used in the business
of Xxxxxxx Electrical Systems, a division of Figgie International Inc.
-All assets and liabilities which comprise or are used in the business
of Interstate Engineering, a division of Figgie International.
-All assets and liabilities which comprise or are used in the business
of Figgie Natural Resources, a division of Figgie International Inc.
-All assets and liabilities which comprise or are used in the business
of Interstate Electronics Inc., a subsidiary of Figgie International
Inc.
The excess or idle real property which is described on Exhibit 1, as attached
hereto.
The excess or idle equipment which is described on Exhibit 2, as attached
hereto. All net proceeds from the winding up of the affairs of business units
which had previously been substantially divested and discontinued. [See Exhibit
3]
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