EXHIBIT 10.20
JANUARY 2001 AMENDMENT
TO CREDIT AGREEMENT
This is an amendment to the Credit Agreement dated as of December 16, 1999,
by and among FLIR Systems, Inc., an Oregon corporation ("Borrower"), each lender
from time to time party thereto (collectively, "Lenders" and individually, a "
Lender"), and Bank of America, N.A. as Administrative Agent and Issuing Lender.
RECITALS:
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The parties hereto entered into the Credit Agreement referred to above (the
"Credit Agreement") as of December 16, 1999. Thereafter, the parties entered
into a series of amendments and/or forbearance agreements as follows:
A. Amendment to Credit Agreement dated as of April 13, 2000.
B. Forbearance Agreement and Consent dated as of August 10, 2000.
C. Amendment to Forbearance Agreement and Consent dated as of August
21, 2000.
D. Second Amendment Forbearance Agreement and Consent dated as of
September 29, 2000.
E. Third Amendment Forbearance Agreement and Consent dated as of
December 15, 2000.
The parties hereto desire to amend the Credit Agreement and to supercede all of
the amendments and forbearance agreements listed above so that upon execution of
this January 2001, the only effective documents will be the Credit Agreement and
this January 2001 Amendment.
The parties agree as follows:
1. The definition of "Applicable Amount" in Section 1.01 of the Credit
Agreement is amended to read as follows:
"'Applicable Amount' means initially 275 basis points per annum:
If and only if all covenants herein are met, the Applicable Amount
will be reduced as follows:
When the total Combined Commitments have been reduced by principal
payments to $88,391,257.89 or less, the Applicable Amount will be 250
basis points per annum.
When the total Combined Commitments have been reduced by principal
payments to $83,391,257.89 or less, the Applicable Amount will be 225
basis points per annum.
When the total Combined Commitments have been reduced by principal
payments to $78,391,257.89 or less, the Applicable Amount will be 200
basis points per annum.
When the total Combined Commitments have been reduced by principal
payments to $73,391,257.89 or less, the Applicable Amount will be 175
basis points. There will be no further reduction in the Applicable
Amount per annum.
2. The definition of Revolving Credit Maturity Date is amended to read as
follows:
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"'Revolving Credit Maturity Date' means July 15, 2002, as it may be
earlier terminated or extended in accordance with the terms hereof."
3. The following definitions in Section 1.01 of the Credit Agreement are
deleted in their entirety:
"Consolidated Tangible Net Worth"
"Continuation" and "Continue"
"Conversion" and "Convert"
"Interest Coverage Ratio"
"Interest Period"
"Leverage Ratio"
"Offshore Base Rate"
"Offshore Rate"
"Offshore Rate Loan"
"Shareholders' Equity"
"Swing Line"
"Swing Line Lender"
"Swing Line Loan"
"Swing Line Sublimit"
"Term Loan"
"Term Loan Maturity Date"
4. Section 2.02(c) and Section 2.02(d) are deleted.
5. Section 2.02 of the Credit Agreement is amended by substituting the
following subsection (g):
"(g) Availability is total Combined Commitments, less outstanding Loans
and Outstanding Letters of Credit. Current availability is total
Combined Commitments of $93,391,257.89 less outstanding Loans of
$89,900,000 and less outstanding Letters of Credit of $767,709.89.
Availability is $2,723,548 as of January 23, 2001.
Availability may be used for and is reduced by new Loans or Letters of
Credit. Availability will be increased and replenished as set forth
below and will be increased by 100% of each standby Letter of Credit
that expires without being drawn upon and that portion of any
commercial Letter of Credit that is reimbursed and any commercial
letter of credit or portion thereof which expires without being drawn
upon.
Availability will be reduced by the sum of unrepaid new advances plus
outstanding Letters of Credit issued after 01/23/01, and increased by
50% of the first $5,000,000 of principal payments (the other 50%
constituting a permanent reduction in total Combined Commitments).
Principal payments exceeding $5,000,000 will permanently reduce the
total Combined Commitments provided, however, that to the extent the
sum of outstanding Letters of Credit and availability be less than
$5,991,257.89, Borrower may elect to designate all or a portion of any
principal repayment in excess of the first $5,000,000 to replenish
availability up to a total availability of no more than $5,991,257.89,
less the amount of outstanding Letters of Credit.
Notwithstanding any provision of this Amendment to the contrary, the
sum of availability and outstanding Letters of Credit shall not exceed
$5,991,257.89."
6. Section 2.03(j) is amended to provide:
"Standby Letter of Credit Fee. On each Quarterly Payment Date and on
the Revolving Credit Maturity Date, Borrower shall pay to
Administrative Agent in
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arrears, for the account of each Lender in accordance with its Pro Rata
Share, a standby Letter of Credit fee equal to 250 basis points per
annum times the actual daily maximum amount available to be drawn under
each Standby Letter of Credit since the later of the Closing Date and
the previous Quarterly Payment Date."
7. Section 2.07 is deleted and amended to read:
"2.07 Principal, Interest and Reductions in Total Combined Commitments.
The following is substituted as Section 2.07.
(a) By principal payments as described in Section 2.02 and Section
2.07(b), the total Combined Commitments will be reduced to the
following amounts at the following times:
Not Later Than: To No More Than
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03/31/01 $92,141,257.89
06/30/01 90,891,257.89
09/30/01 86,891,257.89
12/31/01 80,891,257.89
03/31/02 75,891,257.89
06/30/02 70,891,257.89"
(b) Borrower shall repay principal by the dates shown below in at
least the cumulative amounts stated below:
Principal Payments
On or before: Totaling not less than
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03/31/01 $ 2,500,000
06/30/01 5,000,000
09/30/01 9,000,000
12/31/01 15,000,000
03/31/02 20,000,000
06/30/02 25,000,000
07/15/02 All principal and interest
(c) Borrower will pay on the principal of the Loans, such amounts as
are required so that the outstanding principal of the Loans at no time
exceeds the total Combined Commitments and shall pay all of the
outstanding principal amount of all Loans on the Revolving Credit
Maturity Date.
(d) Subject to subsection (e) below, Borrower shall pay interest on
the unpaid principal amount of each Loan (before and after default,
before and after maturity, before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Laws)
from the date borrowed until paid in full (whether by acceleration or
otherwise) on each applicable Interest Payment Date at a rate per annum
equal to the interest rate for Base Rate Loans, plus, to the extent
applicable in each case, the Applicable Amount.
(e) If any amount payable by Borrower under any Loan Document is not
paid when due (without regard to any applicable grace periods), it
shall thereafter bear interest (after as well as before entry of
judgment thereon to the extent
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permitted by law) at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Law. Accrued and unpaid interest on past due amounts (including interest on
past due interest) shall be payable upon demand."
8. The fee described in Section 2.08(a) of the Credit Agreement is
deleted.
9. Sections 2.12, 3.02, 3.03 and 3.04(a) of the Credit Agreement are
deleted.
10. Section 3.05 of the Credit Agreement is deleted.
11. The Borrower Disclosure Schedules to Section V and Sections 5.01, 5.05,
5.08, and 7.01 are deleted and replaced with those attached as Exhibit X hereto.
12. Section 6.01 of the Credit Agreement is amended to add the following
paragraphs:
"(d) In addition to all other reporting, Borrower will provide Lenders
with Borrower prepared reports monthly no later than the 45th day
following the last day of March, June and September, and the 25th day
after the end of each other month, except December, including
Borrower's:
(1) balance sheet
(2) income statement
(3) receivable aging
(4) payable aging
(5) backlog, and
(6) inventory detail
Not later than 120 days after the end of December, Borrower shall
provide Lenders with its audited financial reports.
(e) Such additional cash flow projections and reports of performance,
such as performance by product line, as Lenders may reasonably
request."
13. Section 7.01(c) and Section 7.02(c) of the Credit Agreement are
deleted.
14. Borrower's rights under Section 7.03(c) of the Credit Agreement are not
revoked by this Amendment.
15. Section 7.07 is amended to read: "Borrower shall make no Restricted
Payments."
16. Section 7.12 of the Credit Agreement is amended to substitute
$8,000,000 for $12,000,000.
17. Subsections (a), (b), (c) and (d) of Sections 7.14 are all deleted, and
the following is substituted for them as the only remaining Financial Covenant:
"Allow or cause Consolidated EBITDA for any of the following periods to
be less than that set forth below:
Minimum Permissible
Quarter Ending Consolidated EBITDA
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March 31, 2001 $ 5,162,900
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Two Quarters Ended: Consolidated EBITDA:
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June 30, 2001 $12,591,900
September 30, 2001 $14,018.200
December 31, 2001 $15,130,850
March 31, 2002 $13,636,550
18. Exhibit B, Form of Compliance Certificate, attached to the Credit
Agreement is deleted and Exhibit B attached hereto is substituted therefor.
19. Schedule 1 is deleted.
20. Schedule 2 attached to the Credit Agreement is deleted and Schedule 2
attached hereto is substituted therefor.
21. Schedule 2.01 attached to the Credit Agreement is deleted and Schedule
2.01 attached hereto is substituted therefor.
22. Borrower hereby releases each Lender, Lenders, Agent and their
officers, agents, successors and assigns from all claims of every nature known
or unknown arising out of or related to any Loan or the Credit Agreement or past
amendments to the Credit Agreement, which now exist and, but for the passage of
time, could be asserted on the date Borrower signs this January 2001 Amendment.
23. All references to "Swing Line Loans," "Term Loan," "Offshore Rates,"
"Offshore Rate Loans" in any section of the Credit Agreement shall be deemed
removed and of no further effect.
24. "Amendment Fee." Upon execution hereof, Borrower shall pay to the agent
for the pro rata benefit of the Lenders an amendment fee of $250,000.
25. Except as modified by this January 2001 Amendment, the Credit Agreement
remains in full force and effect and the amendments/forbearance agreements
referred to in "Recitals" above are no longer of any force or effect. The
Credit Agreement and other Loan Documents as amended hereby represent the final
agreement between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.
26. Each Lender, Lenders and Agent waive any Borrower breaches or Events of
Default which have occurred to date and which have been disclosed to Lender,
Lenders or Agent.
27. This January 2001 Amendment may be executed in any number of
counterparts and by different parties hereto and 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 amendment.
28. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE
LENDERS 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 LENDERS TO BE ENFORCEABLE.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers or agents duly authorized as of the date
first above written.
FLIR SYSTEMS, INC., an Oregon corporation
By: /s/ Stephen M. Bailey
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Name: Stephen M. Bailey
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Title: Senior Vice President, Finance and CFO
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BANK OF AMERICA, N.A.,
Administrative Agent
By: /s/ Dora A. Brown
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Name: Dora A. Brown
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Title: Vice President
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BANK OF AMERICA, N.A.,
Issuing Lender, a Lender and Swing Line Lender
By: /s/ Thomas E. Brown
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Name: Thomas E. Brown
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Title: Senior Vice President
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BANK ONE, N.A., a Lender
By: /s/ Bonnie D. Wilson
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Name: Bonnie D. Wilson
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Title: FVP
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ABN AMRO BANK N.V., a Lender
By: /s/ Steven C. Wimpenny
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Name: Steven C. Wimpenny
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Title: Group Senior Vice President
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By: /s/ William J. Teresky
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Name: William J. Teresky
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Title: Group Vice President
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KEYBANK, N.A., a Lender
By: /s/ Thomas E. Nadan
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Name: Thomas E. Nadan
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Title: Vice President
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SVENSKA HANDELSBANKEN AB (publ),
a Lender
By: /s/ Mark Cleary
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Name: Mark Cleary
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Title: Senior Vice President
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By: /s/ Kraig Klosson
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Name: Kraig Klosson
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Title: Senior Vice President
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