Exhibit 4.53
FIFTH AMENDMENT TO REVOLVING CREDIT,
OVERLINE CREDIT AND TERM LOAN AGREEMENT AND WAIVER
THIS FIFTH AMENDMENT ("Amendment") dated October 30, 1995, by and
between Daedalus Enterprises, Inc., a Delaware corporation ("Company")
and Comerica Bank, a Michigan banking corporation, successor in interest
by reason of merger to Manufacturers Bank, N.A., formerly known as
Manufacturers National Bank of Detroit ("Bank").
RECITALS:
A. Company and Bank entered into a Revolving Credit, Overline
Credit and Term Loan Agreement dated March 1, 1991, as amended
("Agreement").
B. Company and Bank desire to amend the Agreement, as set forth
herein.
NOW, THEREFORE, the parties agree as follows:
1. The first sentence of Section 2.1 of the Agreement is amended
to read in its entirety as follows:
"2.1 Bank agrees to lend to Company at any
time and from time to time from the effective
date hereof, sums not to exceed the Commitment
Amount in aggregate principal amount at any time
outstanding."
2. The following paragraph is added to the end of Section 2.1 of
the Agreement:
" 'Commitment Amount' initially shall mean
One Million Seven Hundred Thousand Dollars
($1,700,000). On November 30, 1995, the
Commitment Amount shall automatically be
permanently reduced to One Million Five Hundred
Thousand Dollars ($1,500,000). On such date,
Company shall pay to Bank the amount, if any, by
which the aggregate principal amount of advances
outstanding under the Revolving Credit Note and
outstanding Letters of Credit exceeds the
Commitment Amount as so reduced."
3. The first three sentences of Section 2.2 of the Agreement are
amended to read in their entirety as follows:
"2.2 The principal indebtedness
represented by the Revolving Credit Note and all
interest thereon shall be payable on or before
November 1, 1996. Company agrees to pay interest
on the unpaid principal balance of the Revolving
Credit Note from time to time outstanding at a
per annum rate equal to one and one half percent
(1-1/2%) above Bank's Prime Rate. Upon the
occurrence of any default or event of default
hereunder, interest shall accrue on the unpaid
principal balance at the per annum rate of four
and one-half percent (4-1/2%) above Bank's Prime
Rate."
4. The first sentence of Section 2.4 of the Agreement is amended
to read in its entirety as follows:
"Standby letters of credit ("Letters of
Credit") may be issued by Bank on behalf of
Company from time to time not to exceed One
Million Five Hundred Thousand Dollars
($1,500,000) in aggregate face amount at any time
outstanding."
5. Section 2.6 of the Agreement is amended to read in its
entirety as follows:
"In no event shall the aggregate face
amount of outstanding Letters of Credit and the
aggregate principal amount of outstanding
advances under this Article 2 exceed the
Commitment Amount."
6. Subclause (c) of Section 2.7 of the Agreement is amended to
read in its entirety as follows:
"(c) One Million Nine Thousand Two Hundred Thirty Eight
Dollars ($1,009,238),"
7. The first paragraph of Section 6.3 of the Agreement is
amended to read in its entirety as follows:
"6.3 Maintain at all times a Tangible
Effective Net Worth of not less than One Million
Nine Hundred Thousand Dollars ($1,900,000)."
8. Exhibit "B" to the Agreement is replaced in its entirety by
Exhibit "B" attached hereto.
9. Exhibit "C" to the Agreement is replaced in its entirety by
Exhibit "C" attached hereto.
10. Bank waives compliance by Company with the provisions of
Section 6.3 of the Agreement as of July 31, 1995. This waiver will not
act as a waiver or consent to any other transaction, act or omission,
whether related or unrelated to the foregoing. This waiver will not
extend to or affect any obligation, covenant, event of default or default
not expressly waived hereby or consented hereto or otherwise impair any
of Bank's rights consequent therefrom.
11. This Amendment shall be effective as of the date hereof upon
execution and delivery to the Bank of a Revolving Credit Note in the form
attached hereto as Exhibit "B."
12. Company hereby represents and warrants that, after giving
effect to the amendments contained herein, (a) execution, delivery and
performance of this Amendment and any other documents and instruments
required under this Amendment or the Agreement are within Company's
corporate powers, have been duly authorized, are not in contravention of
law or the terms of Company's Articles of Incorporation or Bylaws, and do
not require the consent or approval of any governmental body, agency, or
authority; and this Amendment and any other documents and instruments
required under this Amendment or the Agreement, will be valid and binding
in accordance with their terms; (b) the continuing representations and
warranties of Company set forth in Sections 5.1 through 5.5 and 5.7
through 5.14 of the Agreement are true and correct on and as of the date
hereof with the same force and effect as made on and as of the date
hereof; (c) the continuing representations and warranties of Company set
forth in Section 5.6 of the Agreement are true and correct as of the date
hereof with respect to the most recent financial statements furnished to
the Bank by Company in accordance with Section 6.1 of the Agreement; and
(d) no event of default, or condition or event which, with the giving of
notice or the running of time, or both, would constitute an event of
default under the Agreement, has occurred and is continuing as of the
date hereof.
13. Except as expressly modified or waived hereby, all of the
terms and conditions of the Agreement shall remain in full force and
effect.
WITNESS the due execution hereof as of the day and year first
written above.
COMERICA BANK, successor in DAEDALUS ENTERPRISES, INC.
interest by reason of merger
to Manufacturers Bank, N.A.
By: By:
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Its: Its:
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