AMENDMENT NUMBER TWO
TO
REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NUMBER TWO TO REVOLVING CREDIT AGREEMENT (this "Amendment")
is made as of this 23rd day of December, 1997 by and between FEI COMPANY, an
Oregon corporation ("Borrower") and KEYBANK NATIONAL ASSOCIATION, a national
banking association ("Lender").
RECITALS
A. Borrower and Lender are parties to that certain Revolving Credit
Agreement dated as of July 1, 1997, as amended by that certain Amendment Number
One to Revolving Credit Agreement dated as of August 31, 1997 (the "Credit
Agreement").
B. Borrower and Lender now wish to amend the Credit Agreement to redefine
the term "Senior Debt," and to make other changes as set forth below, subject to
the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Capitalized terms not otherwise defined in this Amendment
shall have the meanings given in the Credit Agreement.
2. Amendment to Credit Agreement. The Credit Agreement is hereby amended as
follows:
2.1 Amendment to Definitions. The definitions of "Senior Debt" in
Section 1.1 of the Credit Agreement is hereby deleted and the following
definitions substituted in its stead:
"Senior Debt" means amounts now or hereafter owing
under this Agreement on terms acceptable to Lender
and Indebtedness other than (a) Indebtedness that
has been subordinated to the Advances and (b)
trade accounts payable on customary terms in the
ordinary course of business.
2.2 Amendment to Section 6. Section 6.3 of the Credit Agreement is
hereby deleted and the following substituted in its stead:
6.3 Indebtedness. Borrower shall not, and shall
not permit any Guarantor to create, incur or
become liable for any
Indebtedness except (a) the Advances, (b) any
existing Indebtedness reflected on the balance
sheet referred to in Section 4.6 or otherwise
previously disclosed to Lender in writing (except
any renewal or extension of such Indebtedness or
any portion thereof to a date on or before the
final maturity of any Advances), (c) current
accounts payable or accrued, incurred by Borrower
or Guarantors in the ordinary course of business,
(d) Indebtedness for the deferred purchase price,
or for obligations under leases, of real or
personal property used by Borrower or Guarantors
in their business, but not exceeding the aggregate
sum of $5,000,000 at any time, (e) any other
Indebtedness incurred by Borrower not to exceed
Five Hundred Thousand Dollars ($500,000) on an
individual basis or in the aggregate amount at any
one time outstanding One Million Dollars
($1,000,000), and (f) other Indebtedness consented
to in writing by Lender.
3. Conditions to Effectiveness. Notwithstanding anything contained herein
to the contrary, this Amendment shall not become effective until each of the
following conditions is fully and simultaneously satisfied:
3.1 Delivery of Amendment. Borrower and Lender shall have executed and
delivered counterparts of this Amendment to Lender.
3.2 Representations True; No Default. The representations of Borrower
set forth in Section 4 of the Credit Agreement shall be true on and as of the
date of this Amendment with the same force and effect as if made on and as of
this date. No Event of Default and no event which, with notice or lapse of time
or both, would constitute a Event of Default, shall have occurred and be
continuing or will occur as a result of the execution of this Agreement.
4. Representations and Warranties. Borrower hereby represents and warrants
to Lender that each of the representations and warranties set forth in Article 4
of the Credit Agreement is true and correct in each case as if made on and as of
the date of this Amendment and Borrower expressly agrees that it shall be an
additional Event of Default under the Credit Agreement if any representation or
warranty made hereunder shall prove to have been incorrect in any material
respect when made.
5. No Further Amendment. Except as expressly modified by the terms of this
Amendment, all of the terms and conditions of the Credit Agreement and the other
Loan Documents shall remain in full force and effect and the parties hereto
expressly reaffirm and ratify their respective obligations thereunder.
6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Washington.
7. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
8. Oral Agreements Not Enforceable.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND
COMMITMENTS MADE BY A BANK AFTER OCTOBER 3, 1989,
CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH
ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES
OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST
BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED
BY THAT BANK TO BE ENFORCEABLE.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number Two
to Revolving Credit Agreements as of the date first above written.
LENDER: KEYBANK NATIONAL ASSOCIATION
By /s/
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Its Vice President
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BORROWER FEI COMPANY
By WILLIAM G. LANGLEY
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Its Chief Financial Officer
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