EXHIBIT 10.24
ASSUMPTION AGREEMENT
--------------------
ASSUMPTION AGREEMENT (this "Agreement"), dated as of
May 30, 1997, made by the undersigned corporation (the "New
Subsidiary"). Unless otherwise defined herein, capitalized terms
used herein and defined in the Credit Agreement referred to below
are used herein as so defined.
W I T N E S S E T H:
--------------------
WHEREAS, 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 thereto from time to time (the "Banks") and
BANQUE PARIBAS, as agent (the "Agent") are parties to a Credit
Agreement, dated as of April 25, 1996, as amended by the First
Amendment to Credit Agreement, dated September 25, 1996 (the
"First Amendment"), as amended by the Second Amendment to Credit
Agreement, dated May 30, 1997 (the "Second Amendment") and as
amended by the Third Amendment to Credit Agreement, dated May 30,
1997 (the "Third Amendment") (as amended, modified or
supplemented, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, each
Subsidiary of the Borrower has entered into the Subsidiaries
Guaranty, dated as of April 25, 1996 (as amended, modified or
supplemented to the date hereof, the "Subsidiaries Guaranty");
WHEREAS, in connection with the Credit Agreement, each
Subsidiary of the Borrower has entered into the Pledge Agreement,
dated as of April 25, 1996 (as amended, modified or supplemented
to the date hereof, the "Pledge Agreement");
WHEREAS, in connection with the Credit Agreement, each
Subsidiary of the Borrower has entered into the Security
Agreement, dated as of April 25, 1996 (as amended, modified or
supplemented to the date hereof, the "Security Agreement" and,
together with the Subsidiaries Guaranty and the Pledge Agreement,
the "Documents");
WHEREAS, pursuant to Section 1 of the Second Amendment
and the Third Amendment, the New Subsidiary is required to become
a party to each of the Documents; and
WHEREAS, the New Subsidiary desires to execute and
deliver this Agreement in order to become a party to each of the
Documents;
NOW, THEREFORE, IT IS AGREED:
1. SUBSIDIARIES GUARANTY. By executing and
delivering this Agreement, the New Subsidiary hereby becomes a
party to the Subsidiaries Guaranty as a "Guarantor" thereunder,
and hereby expressly and jointly and severally assumes all
obligations and liabilities of a "Guarantor" thereunder. The New
Subsidiary hereby makes each of the representations and
warranties contained in Section 11 of the Subsidiaries Guaranty,
after giving effect to this Agreement.
2. PLEDGE AGREEMENT. By executing and delivering
this Agreement, the New Subsidiary hereby becomes a party to the
Pledge Agreement as a "Pledgor" thereunder, and hereby expressly
assumes all obligations and liabilities of a "Pledgor"
thereunder. Annexes A and B to the Pledge Agreement are each
hereby supplemented by inserting thereon the information
contained on Annexes A and B attached to Schedule I of this
Agreement with respect to the New Subsidiary. The New Subsidiary
hereby makes each of the representations and warranties contained
in Section 15 of the Pledge Agreement, after giving effect to
this Agreement.
3. SECURITY AGREEMENT. By executing and delivering
this Agreement, the New Subsidiary hereby becomes a party to the
Security Agreement as an "Assignor" thereunder, and hereby
expressly assumes all obligations and liabilities of an
"Assignor" thereunder. Annexes X, X, X, X, X, X, X and H of the
Security Agreement are each hereby supplemented by inserting
thereon the information contained on Annexes X, X, X, X, X, X, X
and H attached to Schedule II of this Agreement with respect to
the New Subsidiary. The New Subsidiary hereby makes each of the
representations and warranties contained in the Security
Agreement, after giving effect to this Agreement.
4. PLEDGED SECURITIES: FINANCING STATEMENTS. By
executing and delivering this Agreement, the New Subsidiary
hereby agrees to:
(i) deposit as security with the Pledgee (as
defined in the Pledge Agreement) the
Securities (as defined in the Pledge
Agreement) owned by the New Subsidiary on the
date hereof, and deliver to the Pledgee
certificates or instruments therefor, duly
endorsed in blank by the New Subsidiary in
the case of Notes (as defined in the Pledge
Agreement) and accompanied by undated stock
powers duly executed in blank by the New
Subsidiary in the case of Stock (as defined
in the Pledge Agreement), or such other
instruments of transfer as are acceptable to
the Pledgee; and
(ii) execute and deliver to the Collateral Agent
(as defined in the Security Agreement) such
financing statements, in the form acceptable
to the Collateral Agent, as the Collateral
Agent may request or as are necessary or
desirable in the opinion of the Collateral
Agent to establish and maintain a valid,
enforceable, first priority perfected
security interest in the Collateral (as
defined in the Security Agreement).
5. ACKNOWLEDGMENT OF AMENDMENTS. By executing and
delivering this Agreement, the New Subsidiary acknowledges and
agrees to the amendments set forth in (i) the First Amendment,
(ii) the Second Amendment and (iii) the Third Amendment.
6. COUNTERPARTS. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon
the same instrument.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
* * *
IN WITNESS WHEREOF, the undersigned has caused this
Agreement to be duly executed and delivered as of the date first
above written.
Address:
-------
TELETRAC, INC.
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
By: /s/ Xxxxx Xxxxxxxxx
--------------------------
Title: Vice President
with a copy to:
Axsys Technologies, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
SCHEDULE I
----------
ANNEX TO PLEDGE AGREEMENT
-------------------------
See Attached.
ANNEX A
to
Pledge Agreement
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LIST OF STOCK
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Pledgor: Issuer: Number/Type:
----------------------- ------------- ------------
Axsys Technologies, Inc. Teletrac, Inc. 85.6%/Common
ANNEX B
to
Pledge Agreement
----------------
LIST OF NOTES
-------------
None.
SCHEDULE II
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ANNEXES TO SECURITY AGREEMENT
-----------------------------
See Attached.
ANNEX A
to
SECURITY AGREEMENT
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SCHEDULE OF CHIEF EXECUTIVE OFFICES/RECORD LOCATIONS
----------------------------------------------------
Teletrac, Inc.
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
ANNEX B
to
SECURITY AGREEMENT
------------------
SCHEDULE OF RECEIVABLES AND CONTRACT RIGHTS LOCATIONS
-----------------------------------------------------
Teletrac, Inc.
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
ANNEX C
to
SECURITY AGREEMENT
------------------
SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS
---------------------------------------------
Teletrac, Inc.
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
ANNEX D
to
SECURITY AGREEMENT
------------------
SCHEDULE OF TRADE AND FICTITIOUS NAMES
--------------------------------------
Teletrac, Inc.
ANNEX E
to
SECURITY AGREEMENT
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SCHEDULE OF GOVERNMENT CONTRACTS
--------------------------------
None.
ANNEX F
to
SECURITY AGREEMENT
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SCHEDULE OF MARKS
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TRADEMARK REG NO. COUNTRY
--------------------- --------- -------
Laser Trac and Design 1,861,642 U.S.
Teletrac 1,792,405 U.S.
ANNEX G
to
SECURITY AGREEMENT
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SCHEDULE OF PATENTS AND APPLICATIONS
------------------------------------
TITLE PATENT NO. ISSUE DATE COUNTRY
-------------------- --------- ---------- -------
TOOL FOR ANALYZING 5,517,309 5/14/96 U.S
POLARIZATION STATE
OF LIGHT BEAM
ANNEX H
to
SECURITY AGREEMENT
------------------
SCHEDULE OF COPYRIGHTS AND APPLICATIONS
---------------------------------------
None.
