AMENDMENT NO. 4 TO CREDIT AGREEMENT
This Amendment No. 4 (this "Amendment") is entered into as of September
10, 2002 by and among TRIMBLE NAVIGATION LIMITED, a California corporation (the
"Company"), the institutions from time to time parties hereto as Lenders, ABN
AMRO BANK, N.V. in its capacity as administrative agent (the "Administrative
Agent") for itself and the other Lenders, FLEET NATIONAL BANK, as Syndication
Agent (the "Syndication Agent"), and THE BANK OF NOVA SCOTIA, as Documentation
Agent (the "Documentation Agent" and, together with the Administrative Agent and
the Syndication Agent, the "Agents").
RECITALS
A. The Company, the Agents and the Lenders are party to that certain
Credit Agreement dated as of July 14, 2000 (the "Credit Agreement"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit Agreement.
B. On and subject to the terms and conditions hereof, the Company has
requested the amendment of certain provisions of the Credit Agreement.
Now, therefore, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. Amendments to Credit Agreement. Upon the "Effective Date"
(as defined below), the Credit Agreement shall be amended as follows:
(a) Section 2.25 of the Credit Agreement shall be amended by
deleting the words "At all times prior to the Trigger Event Date" from the
beginning of the first sentence of such Section and deleting the second sentence
of such Section.
(b) Section 7.4(a) of the Credit Agreement shall be deleted in
its entirety and replaced with the following new Section 7.4(a):
(a) Minimum Fixed Charge Coverage Ratio. The Company shall
maintain as of the end of each fiscal quarter set forth below
a Fixed Charge Coverage Ratio for the four fiscal quarter
period then ending of not less than the ratio set forth below
opposite such period:
Fiscal Quarter Ending Ratio
--------------------- -----
September 30, 2002 through June 30, 2003 1.10:1.00
September 30, 2003 and thereafter 1.20:1.00
(c) Section 7.4(b) of the Credit Agreement shall be deleted
in its entirety and replaced with the following new Section 7.4(b):
(b) Maximum Leverage Ratio. The Company shall at all times
during the periods specified below maintain a Leverage Ratio
for the four fiscal quarter period then ending of not greater
than the ratio set forth below opposite such period:
Fiscal Quarter Ending Ratio
--------------------- -----
September 30, 2002 through June 30, 2003 2.00:1.00
September 30, 2003 and thereafter 1.75:1.00
(d) Section 7.4(c) of the Credit Agreement shall be amended by
deleting each reference in such Section to "the Closing Date" and
replacing each such reference with a reference to "June 28, 2002."
2. Representations and Warranties of the Company.
The Company represents and warrants that:
(a) it has the requisite power and authority and legal right to
execute and deliver this Amendment and to perform its obligations
hereunder. The execution and delivery by the Company of this Amendment
and the performance of its obligations hereunder have been duly
authorized by proper proceedings, and this Amendment constitutes a
legal, valid and binding obligation of the Company enforceable against
it in accordance with its terms, except as enforceability may be
limited by any bankruptcy, insolvency or similar law affecting the
enforcement of creditors' rights generally;
(b) Each of the representations and warranties contained in the
Credit Agreement and the other Loan Documents is true and correct in all
material respects on and as of the date hereof as if made on the date hereof;
and
(c) After giving effect to this Amendment, no Default or
Unmatured Default has occurred and is continuing.
3. Effective Date. This Amendment shall become effective on
the date (the "Effective Date") on which each of the following items shall have
been received by the Administrative Agent or satisfied, as the case may be, all
in form and substance satisfactory to the Administrative Agent:
(a) duly executed Amendment, executed by the Company, the
Administrative Agent and the Required Lenders (without respect to whether it has
been executed by all the Lenders);
(b) a reaffirmation of guaranty in form and substance
satisfactory to the Administrative Agent, duly executed by
each Guarantor;
(c) payment of an amendment fee to the Administrative Agent,
for the ratable benefit of each Lender signatory to this Amendment, in an amount
equal to 0.125% of the Aggregate Commitment as of June 30, 2002; and
(d) such other documents as the Administrative Agent or its
counsel may have reasonably requested.
4. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended above, the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any other right, power
or remedy of the Administrative Agent or any Lender under the Credit Agreement
or any other Loan Document, or constitute a waiver of any provision of the
Credit Agreement or any Loan Document, except as specifically set forth herein.
Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of similar import
shall mean and be a reference to the Credit Agreement as amended hereby, and
each reference in the other Loan Documents to the Credit Agreement shall mean
and be a reference to the Credit Agreement as amended hereby.
5. Costs and Expenses. The Company hereby affirms its
obligation under Section 11.6 of the Credit Agreement to reimburse the
Administrative Agent for all reasonable costs and out-of-pocket expenses
(including reasonable attorneys' and paralegals' fees and time charges of
attorneys and paralegals for the Administrative Agent) paid or incurred by the
Administrative Agent in connection with the preparation, negotiation, execution,
delivery, syndication, review, proposed or completed amendment, waiver or
modification, and administration of the Loan Documents.
6. GOVERNING LAW. ANY DISPUTE BETWEEN THE COMPANY AND THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER HOLDER OF OBLIGATIONS ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH, THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (BUT WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.
7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purposes.
8. Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original but all of such counterparts shall constitute one and the same
instrument.
[signature pages follow]
IN WITNESS WHEREOF, the Company, the Required Lenders and the
Administrative Agent have executed this Amendment as of the date first above
written.
TRIMBLE NAVIGATION LIMITED, as the Company
By: /s/ Mary Ellen Genovese
Name: Mary Ellen Genovese
Title: CFO
ABN AMRO BANK N.V., as Administrative Agent,
Issuing Bank,
Swing Line Bank, Alternate Currency Bank, and Lender
By: /s/ Ravneet Mumick
Name: Ravneet Mumick
Title: Vice President
By: /s/ David B. Martens
Name: David B. Martens
Title: Senior Vice President
FLEET NATIONAL BANK, as Syndication Agent and Lender
By: /s/ Lee A. Merkle-Raymond
Name: Lee A. Merkle-Raymond
Title: Director
THE BANK OF NOVA SCOTIA, as
Documentation Agent and Lender
By: /s/ Liz Hanson
Name: Liz Hanson
Title: Director
ERSTE BANK, NEW YORK BRANCH, as Lender
By: /s/ John S. Runnion
Name: John S. Runnion
Title: Managing Director
By: /s/ Robert J. Wagman
Name: Robert J. Wagman
Title: Vice President
WELLS FARGO BANK, as Lender
By: /s/ Jill B. Ta
Name: Jill B. TA
Title: Vice President
NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Lender
By: /s/ Charles Lansdown
Name: Charles Lansdown
Title: Senior Vice President
By: /s/ Ulf Forsstrom
Name: Ulf Frosstrom
Title: Vice President
BANK OF THE WEST, as Lender
By: /s/ John King
Name: John F. King
Title: Vice President
BARCLAYS BANK PLC, as Lender
By: /s/ John Giannone
Name: John Giannone
Title: Director
NATIONAL CITY BANK OF KENTUCKY, as Lender
By: /s/ Tom Gurbach
Name: Tom Gurbach
Title: Vice President
IBM CREDIT CORPORATION, as Lender
By: /s/ Thomas S. Curciv
Name: Thomas S. Curciv
Title: Manager of Credit