TRIMBLE NAVIGATION LIMITED
THIRD AMENDMENT
to
REVOLVING CREDIT AGREEMENT
This THIRD AMENDMENT (the "Amendment"), dated as of November 12, 1996,
is among Trimble Navigation Limited (the "Borrower"), The First National Bank of
Boston ("FNBB"), Mellon Bank, N.A. ("Mellon", and together with FNBB, the
"Banks"), and The First National Bank of Boston as agent for itself and the
other Banks (the "Agent").
WHEREAS, the Borrower, the Banks and the Agent are parties to that
certain Revolving Credit Agreement, dated as of August 4, 1995 (as amended by
the First Amendment to Revolving Credit Agreement, dated as of April 30, 1996,
and the Second Amendment to Revolving Credit Agreement, dated as of June 30,
1996, the "Credit Agreement"), pursuant to which the Banks, upon certain terms
and conditions, have made loans to and may issue letters of credit for the
benefit of the Borrower; and
WHEREAS, the Borrower had requested that the Banks agree, and the Banks
have agreed, on the terms and subject to the conditions set forth herein, to
make certain changes to the Credit Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Capitalized terms which are used herein
without definition and which are defined in the Credit Agreement shall have the
same meanings herein as in the Credit Agreement.
Section 2. Amendment of Credit Agreement. The Credit Agreement is hereby
amended as follows:
(a) Section 9.1 of the Credit Agreement is amended by deleting such
Section 9.1 and restating it in its entirety as follows:
Section 9.1. Profitable Operations. The Borrower will not permit
Consolidated Net Deficit or Consolidated Net Operating Deficit
for any fiscal quarter of the Borrower to be greater than five
percent (5%) of Consolidated Tangible Net Worth as of the end of
the fiscal quarter immediately preceding the relevant date of
determination.
(b) Section 9.4 of the Credit Agreement is amended by deleting such
Section 9.4 and restating it in its entirety as follows:
Section 9.4 Consolidated Tangible Net Worth. The Borrower will
not permit Consolidated Tangible Net Worth at the end of any
fiscal quarter of the Borrower to be less than:
(i) for the fiscal quarter ended December 31, 1996, the
sum of $111,000,000, plus eighty percent (80%) of any new equity
issuance, plus, eighty percent (80%) of positive Consolidated Net
Income for, in each case, the fiscal quarter subsequent to the
fiscal quarter ended September 30, 1996; and
(ii) for the fiscal quarter ended March 30, 1997 and each
fiscal quarter thereafter, the sum of $105,000,000, plus eighty
percent (80%) of any new equity issuance, plus, on a cumulative
basis, eighty percent (80%) of positive Consolidated Net Income
for each fiscal quarter subsequent to the fiscal quarter ended
December 31, 1996.
(c) Section 9 of the Credit Agreement is further amended by adding the
following new Section 9.6:
Section 9.6. Minimum Net Cash. The Borrower will not at any time
permit the sum of cash, plus Cash Equivalents, plus Investments
of the kind described in paragraphs (a), (b), (c) and (g) of
Section 8.3 that mature within one (1) year from the date of
purchase by the Borrower, minus the outstanding amount of
Revolving Credit Loans as of the date of determination, to be
less than $50,000,000.
Section 3. Affirmation and Acknowledgment of the Borrower. The Borrower
hereby ratifies and confirms all of its Obligations to the Banks, including,
without limitation the Revolving Credit Loans, and the Borrower hereby affirms
its absolute and unconditional promise to pay to the Banks the Revolving Credit
Loans and all other amounts due under the Credit Agreement as amended hereby.
Section 4. Representations and Warranties. The Borrower hereby
represents and warrants to the Banks as follows:
(a) The execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of its obligations and agreements
under this Amendment and the Credit Agreement as amended hereby, are
within the corporate authority of the Borrower, have been authorized by
all necessary corporate proceedings on behalf of the Borrower, and do
not and will not contravene any provision of law or any of the
Borrower's charter, other incorporation papers, by-laws or any stock
provision or any amendment thereof or of any indenture, agreement,
instrument or undertaking binding upon the Borrower.
(b) This Amendment and the Credit Agreement as amended hereby
constitute legal, valid and binding obligations of the Borrower,
enforceable in accordance with their respective terms, except as limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting generally the enforcement of creditors' rights.
(c) No approval or consent of, or filing with, any governmental
agency or authority is required to make valid and legally binding the
execution, delivery or performance by the Borrower of this Amendment or
the Credit Agreement as amended hereby, or the consummation by the
Borrower of the transactions among the parties contemplated hereby and
thereby or referred to herein.
(d) The representations and warranties contained in Section 6 of
the Credit Agreement were correct at and as of the date made. Except to
the extent that the facts upon which such representations and warranties
were based have changed in the ordinary course of business (which
changes, either singly or in the aggregate, have not been materially
adverse) and after giving effect to the provisions hereof, such
representations and warranties also are correct at and as of the date
hereof.
(e) The Borrower has performed and complied in all material
respects with all terms and conditions herein required to be performed
or complied with by it prior to or at the time hereof, and as of the
date hereof, after giving effect to the provisions hereof, there exists
no Event of Default or Default.
Section 5. Effectiveness. The effectiveness of this Amendment
shall be subject to receipt by the Agent of this Amendment executed by each
of the Borrower, the Banks and the Agent.
Section 6. Miscellaneous Provisions. (a) Except as otherwise expressly
provided by this Amendment, all of the terms, conditions and provisions of the
Credit Agreement shall remain the same. It is declared and agreed by each of the
parties hereto that the Credit Agreement, as amended hereby, shall continue in
full force and effect, and that this Amendment and the Credit Agreement shall be
read and construed as one instrument.
(b) THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL
AND SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE LAWS OF THE COMMONWEALTH
OF MASSACHUSETTS.
(c) This Amendment may be executed in any number of counterparts, but
all such counterparts shall together constitute but one instrument. In making
proof of this Amendment it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.
(d) Pursuant to Section 15 of the Credit Agreement, the Borrower hereby
agrees to pay to the Agent, on demand by the Agent, all reasonable out-of-pocket
costs and expenses incurred or sustained by the Agent in connection with the
preparation of this Amendment (including reasonable legal fees).
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
TRIMBLE NAVIGATION LIMITED
By: /s/ Dennis R. Ing
Name:Dennis R. Ing
Title: Vice President Finance and Chief
Financial Officer
THE FIRST NATIONAL BANK
OF BOSTON, individually and
as Agent
By: /s/ Tena Lindenauer
Name:Tena Lindenauer
Title:Director
MELLON BANK, N.A.
By: /s/ Sean C. Gannon
Name:Sean C. Gannon
Title:Assistant Vice President
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