Exhibit 10(1)
AMENDMENT
AMENDMENT (this "Amendment"), dated as of October 14, 1999 among
AXSYS TECHNOLOGIES, INC. (formerly, Vernitron Corporation) (the "Borrower"), the
various financial institutions party to the Credit Agreement referred to below
(the "Banks"), and PARIBAS (formerly, Banque Paribas), as agent (the "Agent").
All capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks and the Agent are parties to a
Credit Agreement, dated as of April 25, 1996 (as amended, modified or
supplemented through the date hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 9.09 of the Credit Agreement is hereby amended by (i)
deleting the portion of the table appearing therein beginning with "September
30, 1997 and each fiscal quarter thereafter" and ending with the end of the
table and (ii) inserting in lieu thereof the following:
"September 30, 1997 1.20:1.00
December 31, 1997 1.20:1.00
March 31, 1998 1.20:1.00
June 30, 1998 1.20:1.00
September 30, 1998 1.20:1.00
December 31, 1998 1.20:1.00
March 31, 1998 1.20:1.00
June 30, 1999 1.20:1.00
September 30, 1999 1.20:1.00
December 31, 1999 1.00:1.00
March 31, 2000 1.20:1.00"
2. Section 9.12 of the Credit Agreement is hereby amended by (i)
deleting the "December 31, 1997 and each fiscal quarter thereafter" and ending
with the end of the table and (ii) inserting in lieu thereof the following:
"December 31, 1997 $12,500,000
March 31, 1998 $12,500,000
June 30, 1998 $12,500,000
September 30, 1998 $12,500,000
December 31, 1998 $12,500,000
March 31, 1999 $12,500,000
June 30, 1999 $ 8,250,000
September 30, 1999 $ 7,500,000
December 31, 1999 $ 7,500,000
March 31, 2000 $12,500,000"
3. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that on the Amendment Effective Date,
after giving effect to the Amendment and the transactions contemplated hereby,
(i) no Default or Event of Default shall exist and (ii) all of the
representations and warranties contained in the Credit Documents shall be true
and correct in all material respects, with the same effect as though such
representations and warranties had been made on and as of the Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
specified date).
4. This Amendment shall become effective on the date (the "Amendment
Effective Date") when (i) the Borrower and the Required Banks shall have signed
a counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile) the same to the Agent and (ii) all
fees, costs and expenses owing to the Banks including, without limitation, the
fees of White & Case LLP, shall have been paid.
5. This Amendment is limited as specified and shall not constitute
modification, acceptance, consent or waiver of any other provision of the Credit
Agreement of any other Credit Document.
6. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
AXSYS TECHNOLOGIES, INC.
By: /s/ Raymond F. Kunzmann
-----------------------------
Title: Vice President
PRECISION AEROTECH, INC.
By: /s/ Raymond F. Kunzmann
-----------------------------
Title: Vice President
SPEEDRING SYSTEMS, INC.
By: /s/ Raymond F. Kunzmann
-----------------------------
Title: Vice President
TELETRAC, INC.
By: /s/ Raymond F. Kunzmann
-----------------------------
Title: Vice President
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PARIBAS,
Individually and as Agent
By: /s/ Donald J. Ercole
-----------------------------
Title: Managing Director
By: /s/ Darryl M. Monasebian
-----------------------------
Title: Director
IBJ WHITEHALL BANK & TRUST
COMPANY
By: /s/ David Thalmann
-----------------------------
Title: Director
FLEET BANK, N.A.
By: /s/ Thomas G. Carley
-----------------------------
Title: Vice President
PARIBAS CAPITAL FUNDING LLC
By: /s/ Jeff Youle
-----------------------------
Title: Managing Director
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