BANK ONE, NA, London Branch
(formerly known as The First National Bank of Chicago, London Branch)
BANK ONE, NA, Frankfurt Branch
(formerly known as The First National Bank of Chicago, Frankfurt Branch)
90 Long Acre, Convent Garden
London WC2E 9RB
England
Dated as of October 31, 2001
Hurco Europe Limited
Hurco GmbH Werkzeugmaschinen
CIM-Bausteine Vertrieb und Service
Hurco B.V.
Hurco S.a.r.L.
Re: Fourth Amendment to European Facility
Ladies and Gentlemen:
This letter amends the letter agreement with you dated September 8,
1997 (as amended, the "European Facility"), and is being entered into in
conjunction with the Second Amended and Restated Credit Agreement and Amendment
to Reimbursement Agreement of even date herewith with your parent, Hurco
Companies, Inc. (the "Credit Agreement").
(a) The first paragraph of the European Facility is amended and
restated to read as follows:
Concurrently herewith, Hurco Companies, Inc., an Indiana corporation
which directly or indirectly owns 100% of you ("Hurco Companies"), and Bank One,
Indiana, National Association, a national banking association (successor in
interest by merger to NBD Bank, N.A.) ("Bank One, Indiana") have entered into
that certain Second Amended and Restated Credit Agreement and Amendment to
Reimbursement Agreement, dated as of even date herewith (as amended, the "Credit
Agreement"). This letter sets forth our agreement with respect to the working
capital credit facility which Bank One, NA, London Branch (formerly known as The
First National Bank of Chicago, London Branch), and Bank One, NA, Frankfurt
Branch (formerly known as The First National Bank of Chicago, Frankfurt Branch)
(collectively, "Bank One"), are willing to establish for you (the "Facility").
(References to "you" and "your" in this agreement mean, individually and not
collectively, Hurco Europe Limited, a corporation organized and existing under
the laws of England and Wales ("Hurco Europe"), Hurco GmbH Werkzeugmaschinen CIM
- - Bausteine Vertrieb und Service ("Hurco GmbH"), Hurco B.V. ("Hurco BV"), a
limited liability company organized under the laws of the Netherlands, and Hurco
S.A.R.L. ("Hurco S.a.r.L."), a limited liability company organized under the
laws of France.
(b) Section 1(b) of the European Facility is amended and restated
to read as follows:
(b) In no event shall the aggregate Dollar Equivalent of
the principal amounts of the Loans outstanding at any
time exceed the lesser of (i) Five Million Dollars
($5,000,000) and (ii) the difference of (x) the
Commitment (as defined in the Credit Agreement) minus
(y) the Outstanding Credit Exposure (as defined in
the Credit Agreement.
(c) The definition of "Eurocurrency Rate Margin" contained in
Section 7 of the European Facility is amended and restated to
read as follows:
"Eurocurrency Rate Margin" means, as of any date, the
Applicable Margin which is applicable to Eurodollar Advances
then in effect under the Credit Agreement.
(d) The definition of "Expiration Date" contained in Section 7 of
the European Facility is amended and restated to read as
follows:
"Expiration Date" means the earlier to occur of (a) December
31, 2002, and (b) the date on which the Authorization shall be
terminated pursuant to Paragraph 12.
(e) The definition of "Floating Rate" contained in Section 7 of
the European Facility is amended and restated to read as
follows:
"Floating Rate" means, for any day, a rate per annum equal to
(i) the Alternate Base Rate (as defined in the Credit
Agreement) for such day plus (ii) the Applicable Margin (as
defined in the Credit Agreement), in each case changing when
and as the Alternative Base Rate changes.
(f) All references in the European Facility to "FCNBD" are
replaced with "Bank One."
(g) All references in the European Facility to "Bank One,
Michigan" are replaced with "Bank One, Indiana."
Should the foregoing be agreeable to you, as it is to us, please
indicate your agreement and acceptance by executing and returning the enclosed
copy of this letter, whereupon the European Facility shall be amended as herein
provided, and references to the European Facility shall be to the European
Facility as so amended. Except as amended hereby, the European Facility shall
remain in full force and effect.
Very truly yours,
BANK ONE, NA, London Branch
By: _____________________
Its: Vice President
BANK ONE, NA, Frankfurt Branch
By: _____________________
Its: Vice President
Agreed and accepted:
HURCO EUROPE LIMITED
By: /s/ Roger J. Wolf
________________________
Roger J. Wolf
Its: Director
Dated as of October 31, 2001
HURCO GmbH WERKZEUGMASCHINEN
CIM-BAUSTEINE VERTRIEB UND
SERVICE
By: /s/ Gerhard Kohlbacher
________________________
Gerhard Kohlbacher
Its: General Manager
Dated as of October 31, 2001
HURCO B. V.
By: /s/ Roger J. Wolf
________________________
Roger J. Wolf
Its: Managing Director
And : /s/ Gerhard Kohlbacher
______________________
Gerhard Kohlbacher
Its: Managing Director
Dated as of October 31, 2001
HURCO S.a.r.L.
By: /s/ Gerhard Kohlbacher
_______________________
Gerhard Kohlbacher
Its: General Manager
Dated as of October 31, 2001