TRIMBLE NAVIGATION LIMITED
EXHIBIT 10.57
FOURTH AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT (the "Amendment"), dated as of July 30, 1997, is
among Trimble Navigation Limited (the "Borrower"), BankBoston, N.A., f/k/a The
First National Bank of Boston ("BKB"), Mellon Bank, N.A. ("Mellon", and together
with BKB, the "Banks"), and BankBoston, N.A., f/k/a 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,
the Second Amendment to Revolving Credit Agreement, dated as of June 30, 1996,
and the Third amendment to Revolving Credit Agreement, dated as of September 30,
1996, the "Credit Agreement"), pursuant to which the Banks, upon certain terms
and conditions, have made loans to an 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 1.1 of the Credit Agreement is amended by deleting the
definition of Maturity Date contained in such section 1.1 and restating it in
its entirety as follows:
Maturity Date. September 1, 1997.
(b) Section 8.3 (q) of the Credit Agreement is amended by deleting the
amount "$2,000,000" contained in such Section 8.3 (q) and substituting the
amount "$4,000,000 therefor.
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:
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(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 an will not contravene any
provision of law or any other 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
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 the 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 the 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.
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(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).
IN WITNESS WHEREOF, the parties hereto have executed the Amendment as of
the date first written above.
TRIMBLE NAVIGATION LIMITED
By:/S/ John E. Huey
Name: John E. Huey
Title: Treasurer
BANKBOSTON, N.A.
f/k/a THE FIRST NATIONAL BANK OF
BOSTON, individually and as Agent
By: /S/ Teresa Heller
Name: Teresa Heller
Title: Director
MELLON BANK, N.A.
By: /S/ Sean C. Gannon
Name: Sean C. Gannon
Title: Vice President
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