1
Exhibit 10.8
AMENDMENT NO. 7
TO THE
REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 7 (this "Amendment"), dated as of November 5, 1999, to
the Credit Agreement, dated as of March 18, 1998, by and among ROBOTIC VISION
SYSTEMS, INC., a Delaware corporation (the "Borrower"), the Lenders party
thereto and THE BANK OF NEW YORK, as administrative agent for the Lenders (in
such capacity, the "Administrative Agent") as heretofore amended and as may
heretofore be amended, modified and supplemented from time to time (the "Credit
Agreement").
RECITALS
A. Capitalized terms used herein which are not defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.
B. The Borrower has requested that the Administrative Agent and the
Lenders agree to amend certain provisions of the Credit Agreement to the extent
and in the manner set forth below, and the Administrative Agent and the Lenders
executing this Amendment are willing to do so subject to the terms and
conditions hereof.
In consideration of the covenants, conditions and agreements
hereinafter set forth, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
SECTION 1. Amendments to Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following new definitions in appropriate alphabetical order:
"Amendment No. 7": shall mean that certain Amendment No. 7 to the
Credit Agreement, dated as of November 5, 1999.
"Amendment No. 7 Effective Date": shall have the meaning set
forth in Section 2 of Amendment No. 7.
(b) Section 8.1 of the Credit Agreement is hereby amended by
inserting the following new subsection (h) at the end thereof:
"(h) unsecured Indebtedness of the Borrower under that certain
Convertible Promissory Note dated November 10, 1999 made by the
Borrower in favor of Polaroid Corporation in the principal amount
of $2,000,000."
2
(c) Section 8.14(f) of the Credit Agreement is hereby amended by
inserting the following proviso at the end thereof:
"provided, that in calculating Capital Expenditures for the fiscal
quarter ending December 31, 1999, the Borrower shall not be required to include
in such calculation its acquisition of assets pursuant to that certain Asset
Purchase and License Agreement, dated as of November 10, 1999 by and between
the Borrower and Polaroid Corporation."
SECTION 2. This Amendment shall not become effective until the date (the
"Amendment No. 7 Effective Date") on which each of the following has occurred:
(a) The Administrative Agent shall have executed this Amendment and shall
have received the consent thereto of Lenders representing the Required Lenders,
the Borrower and the Subsidiary Guarantors;
(b) After giving effect to this Amendment (i) the Borrower shall be in
compliance with all of the terms and provisions set forth in the Credit
Agreement to be observed and performed by it; (ii) all representations and
warranties contained in Article 4 of the Credit Agreement shall be true and
correct in all material respects on and as of the Amendment No. 7 Effective Date
with the same effect as if made on and as of such date except to the extent such
representations and warranties expressly relate to an earlier date; and (iii) no
Event of Default or event which upon notice or lapse of time or both would
constitute an Event of Default shall have occurred and be continuing; and
(c) The Administrative Agent shall have received such other documents as
it shall reasonably request.
SECTION 3. The Borrower agrees to pay to Xxxxxx, Xxxxx & Xxxxxxx LLP all
reasonable fees and disbursements of such firm in connection with the
transactions contemplated hereby promptly upon the presentation of an invoice
therefor. The Borrower authorizes and directs the Administrative Agent to debit
the Borrower's operating account (Account No. 690-0000000) and pay such amounts
no earlier than three (3) days subsequent to such presentation.
SECTION 4. By their execution at the foot hereof, each of the Borrower and
each Subsidiary Guarantor hereby reaffirms and admits the validity and enforce
ability of the Credit Agreement and the other Loan Documents and all of its
obligations thereunder and admits that it has no defense, offset or
counterclaim thereto.
SECTION 5. This Amendment and the consents hereto may be executed in any
number of counterparts, each of which shall be an original and all of which
shall constitute one agreement. It shall not be necessary in making proof of
this Amendment and the consents hereto to produce or account for more than one
counterpart signed by the party to be charged.
-2-
3
SECTION 6. This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
-3-
4
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 7
TO THE CREDIT AGREEMENT
IN WITNESS WHEREOF, the Borrower and the Administrative Agent have caused
this Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
ROBOTIC VISION SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxx
--------------------------
Title: Chief Financial Officer
-------------------------
THE BANK OF NEW YORK, individually
and as Administrative Agent
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
-4-
5
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 7
TO THE CREDIT AGREEMENT
IN WITNESS WHEREOF, the Borrower and the Administrative Agent have caused
this Amendment to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.
ROBOTIC VISION SYSTEMS, INC.
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
THE BANK OF NEW YORK, individually
and as Administrative Agent
By: /s/ Xxxxxx X. XxXxxxxx
----------------------------
Name: XXXXXX X. XxXXXXXX
----------------------------
Title: VICE PRESIDENT
----------------------------
-4-
6
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 7
TO THE CREDIT AGREEMENT
CONSENTED TO:
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
---------------------
Name: Xxxx X. Xxxxxxx
-------------------
Title: Director
------------------
-5-
7
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 7
TO THE CREDIT AGREEMENT
CONSENTED TO:
FLEET BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxxxx
-------------------
Title: SVP
------------------
-6-
8
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 7
TO THE CREDIT AGREEMENT
CONSENTED TO:
SYSTEMATION ENGINEERED PRODUCTS, INC.
VANGUARD AUTOMATION, INC.
AS TO EACH OF THE FOREGOING
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Chief Financial Officer
----------------------------------
NORTHEAST ROBOTICS LLC
By: Robotic Vision Systems, Inc.
as Sole Member and Manager
of Acuity Imaging LLC,
as Sole Member and Manager
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Chief Financial Officer
----------------------------------
-7-
9
ROBOTIC VISION SYSTEMS, INC.
AMENDMENT NO. 7
TO THE CREDIT AGREEMENT
CONSENTED TO:
ACUITY IMAGING LLC
By: Robotic Vision Systems, Inc.
as Sole Member and Manager
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Chief Financial Officer
----------------------------------
CIMATRIX LLC
By: Robotic Vision Systems, Inc.
as Sole Member and Manager
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Chief Financial Officer
----------------------------------
-8-
