Exhibit 10(1)
AMENDMENT, CONSENT AND WAIVER
AMENDMENT, CONSENT AND WAIVER (this "Amendment"), dated as of June 4,
1999 among AXSYS TECHNOLOGIES, INC. (formerly, Vernitron Corporation) (the
"borrower"), the various financial institutions party to the Credit Agreement
referred to below (the "Banks"), and PARIBAS (formerly, Banque Paribas), as
agent (the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provides 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
through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. The undersigned Banks hereby consent to the waiving of compliance by
the Borrower with the requirements of Section 9.12 of the Credit Agreement with
respect to and limited to the fiscal quarter ending on March 31, 1999.
2. Section 9.12 of the Credit Agreement is hereby amended by deleting
the amount opposite the date June 30, 1999 and inserting in lieu thereof the
amount "$8,250,000".
3. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that on the Amendment Effective Date,
after giving effect to this Amendment and the transactions contemplated
hereby, (i) no Default or Event of Default shall exist and (ii) 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 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 Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) the Borrower and the Required Banks shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile) the same to the Agent
and (ii) all fees, costs and expenses owing to the Banks, including without
limitations, the fees of White & Case LLP, shall have been paid.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance, consent or waiver of any other provision of the
Credit Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterpart 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.
7. THIS 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.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
AXSYS TECHNOLOGIES, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------
Title: Vice President
PRECISION AEROTECH, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------
Title: Vice President
SPEEDRING SYSTEMS, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------
Title: Vice President
TELETRAC, INC.
By: /s/Xxxxxxx X. Xxxxxxxx
----------------------
Title: Vice President
PARIBAS,
Individually and as Agent
By: /s/Xxxxxx X. Xxxxxxxxxx
-----------------------
Title: Director
By: /s/Xxxxxx X. Bellingham
-----------------------
Title: Vice President
IBJ WHITEHALL BANK & TRUST
COMPANY
By: /s/Xxxxx Xxxxxxxx
-----------------------
Title: Director
FLEET BANK, N.A.
By: /s/Xxxxxx X. Xxxxxx
-----------------------
Title: Vice President
PARIBAS CAPITAL FUNDING LLC
By:
-----------------------
Title: