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EXHIBIT 10.51
SIXTH AMENDMENT TO CREDIT AGREEMENT AND NOTE
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND NOTE ("Sixth
Amendment"), made and entered into as of the 3rd day of January,
1996 by and between DATRON SYSTEMS INCORPORATED, a Delaware
corporation ("Company"), and UNION BANK, a California banking
corporation ("Bank"),
W I T N E S S E T H:
WHEREAS, on May 11, 1994, the Company and the Bank entered
into a certain Credit Agreement and Note (as amended by those
certain First, Second, Third, Fourth and Fifth Amendments to Credit
Agreement and Note, dated as of October 26, 1994, December 29,
1994, February 28, 1995, March 31, 1995 and August 17, 1995,
respectively, the "Credit Agreement") pursuant to which the Bank
agreed to extend to the Company and the Company agreed to accept
from the Bank certain credit facilities more particularly described
therein; and
WHEREAS, the Company and the Bank desire to amend the Credit
Agreement to provide for a temporary Two Million Dollar
($2,000,000.00) increase in availability under the Revolving Loan
Facility, and a temporary aggregate Two Million Dollar
($2,000,000.00) decrease in availability under the Standby Facility
and the L/C Facility, during the period commencing on the Sixth
Amendment Effective Date (as hereinafter defined) and ending on
January 31, 1996;
NOW, THEREFORE, for and in consideration of the premises
hereof, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. All capitalized terms used in this Sixth Amendment,
shall unless otherwise defined herein or unless the context
otherwise requires have the meanings given thereto in the Credit
Agreement.
2. Subsection 1.01(a) of the Credit Agreement is amended
to read as follows:
(a) The outstanding principal amount of all Revolving
Loans shall not exceed in the aggregate (i) at any given
time during the period commencing on the Sixth Amendment
Effective Date and ending on January 31, 1996, Ten Million
Five Hundred Thirty-five Thousand Dollars ($10,535,000.00),
or (ii) at any other given time, Eight Million Five Hundred
Thirty-five Thousand Dollars ($8,535,000.00) (the "Revolving
Loan Commitment");
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3. Subsection 1.01(b) of the Credit Agreement is amended
to read as follows:
(b) Except as otherwise provided in Subsections
1.01(c),(d) and (e) hereof, the sum of:
(i) the aggregate amount available to be
drawn under all Standby L/C's;
(ii) the aggregate amount of unpaid
reimbursement obligations in respect of all drafts
drawn under Standby L/C's (the sum of the aggregate
amounts described in Subsection 1.01(b)(i) hereof
and in this Subsection 1.01(b)(ii) being hereinafter
referred to as "Standby L/C Utilization");
(iii) the aggregate amount available to be
drawn under all Commercial L/C's; and
(iv) the aggregate amount of unpaid
reimbursement obligations in respect of all drafts
drawn under Commercial L/C's (the sum of the aggregate
amounts described in Subsection 1.0(b)(iii) hereof and
in this Subsection 1.01(b)(iv) being hereinafter
referred to as "Commercial L/C Utilization");
shall not exceed (x) at any given time during the period
commencing on the Sixth Amendment Effective Date and ending
on January 31, 1996, Sixteen Million Dollars
($16,000,000.00), or (y) at any other given time, Eighteen
Million Dollars ($18,000,000.00);
4. Subsection 1.01(c) of the Credit Agreement is amended
to read as follows:
(c) Commercial L/C Utilization shall not exceed
in the aggregate at any one time the lesser of:
(i) Two Million Dollars ($2,000,000.00); or
(ii) the difference between:
(A) at any given time during the period
commencing on the Sixth Amendment Effective
Date and ending on January 31, 1996, Sixteen
Million Dollars ($16,000,000.00) or, at any
given time, Eighteen Million Dollars
($18,000,000.00); and
(B) Standby L/C Utilization;
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5. Subsection l.01(e) of the Credit Agreement is amended
to read as follows:
(e) Standby L/C Utilization relating to Standby L/C's
issued in favor of beneficiaries located in countries listed
in Column D of Exhibit A hereto (individually a "Column D
Country" and collectively the "Column D Countries") shall
not exceed in the aggregate at any one time:
(i) in the case of all beneficiaries located in any
given Column D Country, Five Hundred Thousand Dollars
($500,000.00); and
(ii) in the case of all beneficiaries located in all
Column D Countries, the lesser of:
(A) Two Million Five Hundred Thousand Dollars
($2,500,000.00); or
(B) the difference between:
(1) at any given time during the period
commencing on the Sixth Amendment Effective
Date and ending on January 31, 1996,
Sixteen Million Dollars ($16,000,000.00)
or, at any other given time, Eighteen
Million Dollars ($18,000,000.00); and
(2) the sum of (I) Standby L/C
Utilization relating to Standby L/C's
issued in favor of all beneficiaries
located in all countries other than
Column D Countries, and (II) Commercial
L/C Utilization.
6. Section 7.01 of the Credit Agreement is amended by
the addition thereto of the following definitions in proper
alphabetic order:
"Sixth Amendment" shall mean that certain Sixth Amendment to
Credit Agreement and Note, dated as of January 3, 1996, by
and between the Company and the Bank.
"Sixth Amendment Effective Date" shall mean the date on which
the Sixth Amendment becomes effective as provided in
Paragraph 7 thereof.
7. This Sixth Amendment shall become effective on the
date on which the Bank receives this Sixth Amendment, duly executed
by the Company.
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8. Except as expressly provided herein, the Credit
Agreement is unchanged and remains in full force and effect.
9. This Sixth Amendment shall be governed by and
construed in accordance with the laws of the State of California.
10. This Sixth Amendment may be executed in any number of
identical counterparts, any set of which signed by both parties
hereto shall be deemed to constitute a complete, executed original
for all purposes.
IN WITNESS WHEREOF, the Bank and the Company have caused this
Sixth Amendment to be executed as of the day and year first above
written.
UNION BANK DATRON SYSTEMS INCORPORATED
By: /s/ RICHARD A. PETRIE By: /s/ WILLIAM L. STEPHAN
Title: Vice President Title: Vice President
By: /s/ M. E. CONBOY By: /s/ DAVID A. DERBY
Title: Vice President Title: President and CEO