EXHIBIT 10.20.24
Fourth Amendment to Credit Agreement
dated December 22, 1995
between the Registrant and NBD Bank
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated December 22, 1995 (this
"Amendment"), between HURCO COMPANIES, INC., an Indiana corporation (the
"Company"), and NBD BANK, a Michigan banking corporation (the "Bank").
RECITALS
A. The parties hereto have entered into a Credit Agreement and Amendment to
Term Loan Agreement, dated as of March 24, 1994, as amended (the "Credit
Agreement"), which is in full force and effect.
B. The Company desires to amend the Credit Agreement as herein provided,
and the Bank is willing to so amend the Credit Agreement on the terms and
conditions set forth herein.
AGREEMENT
Based upon these recitals, the parties agree as follows:
1. AMENDMENT. Upon the Company satisfying the conditions set forth in
paragraph 4 (the date that this occurs being called the "effective date"), the
Credit Agreement shall be amended as follows:
(a) The term "Authorization Letter of Credit" in Section 1.1 of the
Credit Agreement is amended to read as follows:
"AUTHORIZATION LETTER OF CREDIT" means a standby or commercial
letter of credit or bankers acceptance having a stated expiry date not
later than June 30, 1996, issued by NBD pursuant to Section 3.1(a)(ii)
for the account of the Company under an application and related
documentation acceptable to NBD requiring, among other things, the
Company to immediately reimburse NBD in respect of all drafts or other
demands for payment honored thereunder and all expenses paid or
incurred by NBD relative thereto.
(b) Section 2.1(b) is amended to read as follows:
"(b) LIMITATION ON AMOUNTS OF ADVANCES. Notwithstanding
anything in this Agreement to the contrary,
(i) the aggregate principal amount of Advances under
the New Facility outstanding at any time shall not exceed the
New Facility Commitment;
(ii) the aggregate principal amount of Advances
outstanding under the New Facility plus the principal amount
outstanding under the European Facility plus the aggregate
principal amount of Authorization Letter of Credit Advances
outstanding and principal amounts outstanding under the
Authorization Note at any time shall not exceed the lesser of
(A) the amount of the Borrowing Base as of the last Borrowing
Base Certificate and (B) the aggregate amount of the New
Facility Commitment plus the amount available under the
European Facility plus the amount available for issuance of
Authorization Letters of Credit under Section 2.1A;
(iii) the aggregate principal amount of New Facility
Advances made to the Company, together with the aggregate
amount of loans made to Hurco Europe and Hurco GmbH under the
European Facility, at any time shall not exceed $27,000,000;
(iv) the aggregate principal amount of any New
Facility Letter of Credit Advances outstanding at any time
shall not exceed $9,500,000, and
(v) the aggregate principal amount of any New
Facility Letter of Credit Advances outstanding at any time in
the form of standby letters of credit shall not exceed
$2,000,000.
(c) Section 2.1A is amended, to read as follows:
Section 2.1A AUTHORIZATION LETTERS OF CREDIT. NBD, in its sole
and uncontrolled discretion, and subject to Section 2.1(b)(ii), may
issue Authorization Letters of Credit for the benefit of the Company
pursuant to Section 3.1(a)(ii) from time to time to but excluding
February 29, 1996, not to exceed at any time outstanding the aggregate
amount of $2,000,000.
(d) Section 3.3(c) is amended to read as follows:
(c) NBD shall have received the Borrowing Base Certificate
required to be delivered under Section 7.1(d)(vi) as of the date next
preceding the date such Advance is made, and the aggregate principal
amount of the Advances then outstanding, after giving effect to the
requested Advance, does not exceed the Borrowing Base as calculated in
the Borrowing Base Certificate; and
(e) Section 5.4(b) is amended by deleting the term "New
Facility Advances" and substituting therefor the term "Advances".
2. REFERENCES TO CREDIT AGREEMENT. From and after the effective date of
this Amendment, references to the Credit Agreement in the Credit Agreement and
all other documents issued under or with respect thereto (as each of the
foregoing is amended hereby or pursuant hereto) shall be deemed to be references
to the Credit Agreement as amended hereby.
3. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants
to the Bank that:
(a) (i) The execution, delivery and performance of this
Amendment and all agreements and documents delivered pursuant hereto by the
Company have been duly authorized by all necessary corporate action and do not
and will not violate any provision of any law, rule, regulation, order,
judgment, injunction, or award presently in effect applying to it, or of its
articles of incorporation or bylaws, or result in a breach of or constitute a
default under any material agreement, lease or instrument to which the Company
is a party or by which it or its properties may be bound or affected; (ii) no
authorization, consent, approval, license, exemption or filing of a registration
with any court or governmental department, agency or instrumentality is or will
be necessary to the valid execution, delivery or performance by the Company of
this Amendment and all agreements and documents delivered pursuant hereto; and
(iii) this Amendment and all agreements and documents delivered pursuant hereto
by the Company are the legal, valid and binding obligations of the Company,
enforceable against it in accordance with the terms thereof.
(b) After giving effect to the amendments contained herein,
the representations and warranties contained in Article VI (other than Section
6.5) of the Credit Agreement are true and correct on and as of the effective
date hereof with the same force and effect as if made on and as of such
effective date.
(c) No Event of Default has occurred and is continuing or will
exist under the Credit Agreement as of the effective date hereof.
4. CONDITIONS TO EFFECTIVENESS. This Amendment shall not become
effective until the Bank has received the following documents and the
following conditions have been satisfied, each in form and substance
satisfactory to the Bank:
(a) Copies, certified as of the effective date hereof, of such
corporate documents of the Company as the Bank may request, including articles
of incorporation, bylaws (or certifying as to the continued accuracy of the
articles of incorporation and by-laws previously delivered to the Bank), and
incumbency certificates, and such documents evidencing necessary corporate
action by the Company with respect to this Amendment and all other agreements or
documents delivered pursuant hereto as the Bank may request;
(b) A Fourth Amendment to Intercreditor, Agency, and Sharing
Agreement of even date herewith among the Company, the Bank, PML, and the Bank
as Agent for the Bank and PML, in form and substance satisfactory to the Bank;
(c) An initial usage fee of $10,000 paid to NBD; and
(d) Such additional agreements and documents, fully execute by
the Company, as are reasonably requested by the Bank.
5. MISCELLANEOUS. The terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement. Except as
expressly amended hereby, the Credit Agreement and all other documents issued
under or with respect thereto are hereby ratified and confirmed by the Bank and
the Company and shall remain in full force and effect, and the Company hereby
acknowledges that it has no defense, offset or counterclaim with respect
thereto.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart.
7. EXPENSES. The Company agrees to pay and save the Bank harmless from
liability for all costs and expenses of the Bank arising in respect of this
Amendment, including the reasonable fees and expenses of Dickinson, Wright,
Moon, Van Dusen & Freeman, counsel to the Bank, in connection with preparing and
reviewing this Amendment and any related agreements and documents.
8. GOVERNING LAW. This Amendment is a contract made under, and shall be
governed by and construed in accordance with, the laws of the State of Michigan
applicable to contracts made and to be performed entirely within such state and
without giving effect to the choice law principles of such state.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
HURCO COMPANIES, INC. NBD BANK
By:/S/ROGER J. WOLF By:/S/BRUCE E. THOMSON
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Bruce E. Thomson
Its: Sr. Vice President and Its: Vice President
Chief Financial Officer