EXHIBIT 4(d)
FIFTH AMENDMENT dated as of January 7,
2000, to the Credit Agreement dated as of
September 23, 1990, as amended and restated as
of February 7, 1997, and as subsequently
amended (the "Credit Agreement"), among ESCO
ELECTRONIC CORPORATION, a Missouri corporation
("Parent"), DEFENSE HOLDING CORP., formerly
▇▇▇▇▇▇▇ Defense Holding Corp., a Delaware
corporation (the "Borrower"), the financial
institutions party thereto as lenders (the
"Banks") and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, as Agent. Unless otherwise defined
herein, capitalized terms shall have the
meanings assigned to such terms in the Credit
Agreement.
The Borrower has requested that the Required Banks
agree to amend certain provisions of the Credit Agreement as
provided herein. The Required Banks are willing, on the
terms, subject to the conditions and to the extent set forth
below, to amend such provisions of the Credit Agreement.
In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto
hereby agree, on the terms and subject to the conditions set
forth herein, as follows:
SECTION 1. Amendment.
(a) Section 5.12 of the Credit Agreement is hereby amended by
replacing the amount "$5,000,000" in clause (iii) of paragraph
(b) thereof with the amount "$10,000,000".
(b) Section 5.13(a)(iv) of the Credit Agreement is hereby
amended to add the following clause (D) at the end of such
section:
and (D) the ▇▇▇▇▇▇▇▇ ▇▇ Enclosures and ▇▇▇▇▇▇▇▇-
Rayproof acquisition (for total consideration not to
exceed $30,000,000), the ▇▇▇▇▇▇▇ Industries, Inc.
acquisition (for total consideration not to exceed
$6,000,000) and the Multiple ▇▇▇▇▇ Corporation
product lines acquisition (for total consideration
not to $12,000,000) may be consummated.
(c) Section 5.13(b) of the Credit Agreement is hereby amended
by replacing the amount "$10,000,000" in clause (1)(iv)
thereof with the amount "$15,000,000".
(d) Section 5.13(b) of the Credit Agreement is hereby amended
to add the following clause (5) at the end of such Section:
or (5) the sale of all the assets of Rantec
Microwave, the sale of the Riverhead, New York
building and property, and the sale of the Winter
Springs, Florida property.
(e) Section 5.16(f) of the Credit Agreement is hereby amended
to add the following clause (vii) at the end of such Section:
and (vii) clauses (iii) and (v) of this
paragraph shall not apply to the ▇▇▇▇▇▇▇▇ ▇▇
Enclosures and ▇▇▇▇▇▇▇▇-Rayproof acquisition (for
total consideration not to exceed $30,000,000), the
▇▇▇▇▇▇▇ Industries, Inc. acquisition (for total
consideration not to exceed $6,000,000) and the
Multiple ▇▇▇▇▇ Corporation product lines acquisition
(for total consideration not to exceed $12,000,000).
SECTION 2. Representations and Warranties. Each of
ESCO and the Borrower represents and warrants to the Agent and
each of the other Banks that:
(a) After giving effect to this Amendment, the
representations and warranties set forth in Article IV of the
Credit Agreement are true and correct in all material respects
with the same effects as if made on the date hereof, except to
the extent such representations and warranties expressly
relate to an earlier date.
(b) After giving effect to this Amendment, no Event
of Default or Default has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This
Amendment shall become effective as of the date first above
written when the Agent shall have received counterparts of
this Amendment that, when taken together, bear the signatures
of ESCO, the Borrower and the Required Banks.
SECTION 4. Credit Agreement. Except as specifically
amended and waived hereby, the Credit Agreement shall continue
in full force and effect in accordance with the provisions
thereof as in existence on the date hereof. After the date
hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as amended hereby. This Amendment shall
constitute a Loan Document for all purposes under the Credit
Agreement
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be
executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together
shall constitute but one contract. Delivery of an executed
signature page of this Amendment by facsimile transmission
shall be effective as delivery of a manually executed
counterpart hereof.
SECTION 7. Expenses. The Borrower agrees to
reimburse the Agent for its out-of-pocket expenses in
connection with this Amendment, including the reasonable fees,
charges and disbursements of Cravath, Swaine & ▇▇▇▇▇, counsel
for the Agent.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective
authorized officers as of the day and year first written
ESCO ELECTRONICS CORPORATION,
by__________________________
Name:
Title:
DEFENSE HOLDING CORP.,
by______________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, individually and
as Agent,
by______________________________
Name:
Title:
BANK OF AMERICA, N.A.,
by______________________________
Name:
Title:
FLEET CAPITAL CORP.,
by_______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
by_______________________________
Name:
Title:
FIRST UNION NATIONAL BANK,
by______________________________
Name:
Title:
NATIONAL CITY BANK,
by_______________________________
Name:
Title:
