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Exhibit 10.1
AMENDMENT TO CREDIT AGREEMENT
Recitals:
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A. The parties to this Agreement are the parties to that certain Credit
Agreement among FLIR Systems, Inc. and Bank of America, N.A. as
Administrative Agent, Swing Line Lender and Letter of Credit Issuing Lender
and The Other Financial Institutions Party Hereto, dated as of December 16,
1999, Banc of America Securities LLC, as Sole Arranger and Sole Book
Manager (the "Credit Agreement").
B. All capitalized terms used shall have the meanings assigned to them in the
Credit Agreement unless otherwise defined herein.
C. Borrower has informed Lenders that it will not be in compliance with the
financial covenants stated in section 7.14(b) and (c) of the Credit
Agreement (the "Suspended Covenants") and the Consolidated Tangible Net
Worth covenant contained in section 7.14(a), and has requested a waiver of
compliance with those covenants through and including December 30, 2000.
D. In consideration of the fees and of the agreements contained herein,
Lenders and Borrower agree as follows.
Agreements:
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1. Borrower agrees to pay the following fees upon the effectiveness of
this Amendment:
(a.) $200,000 for the ratable benefit of all Lenders.
(b.) Ten (10) basis points times such Lender's commitment for the
benefit of each Lender who provides to Borrower such Lender's
executed signature page to this Amendment before 2:00 p.m.
Pacific Daylight Time, April 13, 2000.
(c.) $75,000 for the benefit of the Bank of America, N.A., as Agent.
2. Lenders agree that measurement of the Suspended Covenants is hereby
suspended through December 30, 2000, and waive lenders' right to
declare a default based upon any noncompliance with those covenants
during the Suspension Period which is the period beginning December
16, 1999, and ending December 30, 2000.
3. During the Suspension Period, Borrower shall not permit noncompliance
with the following Suspension Period Covenants:
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(a.) Borrower's Consolidated EBITDA shall be not less than $4,000,000
for the quarter ending March 31, 2000, $12,000,000 for the two
quarters ending June 30, 2000, and $27,000,000 for the three
quarters ending September 30, 2000; and
(b.) Borrower's revenues shall be not less than $37,000,000 for the
quarter ending March 31, 2000, $83,000,000 for the two quarters
ending June 30, 2000, and $144,000,000 for the three quarters
ending September 30, 2000.
4. The definition of Applicable Amount stated in Section 1.01 of the
Credit Agreement is amended to increase each offshore rate stated
therein by 35 basis points. Borrower acknowledges and agrees that the
Applicable Amount shall be determined by pricing level 1 (235 basis
points, as amended) until the first day of the month following the
receipt by the Administrative Agent of an accurate Compliance
Certificate setting forth a Leverage Ratio less than 3:1.
5. Effective December 31, 1999, Section 7.14(a) Consolidated Tangible
Net Worth is amended as follows:
(a.) Substitute $43,500,000 for $89,056,000 in the second line
thereof.
(b.) Substitute 75% for 50% in the second line thereof.
(c.) Substitute December 31, 1999 for September 30, 1999, in the third
line thereof.
6. The Credit Agreement and all loan documents remain in full force and
effect, and unmodified except to the extent specifically amended
herein.
7. Borrower acknowledges and agrees that (a) the principal balance due
under the Credit Agreement is $93,000,000 as of April 12, 2000, and
there is $917,249.39 in standby letters of credit outstanding, (b)
that Lenders and each of them have performed all their obligations
under, arising out of or relating to the Credit Agreement, and are not
otherwise in breach, (c) Borrower has no defenses to performance of
its obligations under the Credit Agreement and the Loan Documents, nor
any claims arising thereunder, and (d) there are no defaults under the
Credit Agreement other than those waived above.
8. Certain Agreements Not Enforceable. 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.
Amendment to Credit Agreement
Page 2 of 4
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9. This Agreement shall be effective upon the execution by Borrower and
requisite lenders. Execution by telecopy is permitted and sufficient
to bind the party transmitting its signature by facsimile. The
signature line for FLIR Systems, Inc., and each of the banks listed on
Schedule 2.01 which are Bank of America, N.A., Bank One, N.A., KeyBank
National Association, ABN AMRO Bank, N.V., and Svenska Handelsbanken
AB (publ).
FLIR SYSTEMS, INC., an Oregon corporation
By: /s/ J. Kenneth Stringer III
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Name: J. Kenneth Stringer III
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Title: President and CEO
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BANK OF AMERICA, N.A., as
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., as
Issuing Lender, a Lender and Swing Line Lender
By: /s/ R. E. Evans
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Name: R. E. Evans
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Title: SVP
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BANK ONE, N.A., as a Lender
By: /s/ Stephanie Mack for
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Name: Joseph R. Perdenzo
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Title: Assistant Vice President
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[Signature blocks continued on next page.]
Amendment to Credit Agreement
Page 3 of 4
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ABN AMRO BANK, N.V., as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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KEYBANK, N.A., a Lender
By: /s/ Scott Bruun
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Name: Scott Bruun
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Title: Vice President
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SVENSKA HANDELSBANKEN AB (publ),
a Lender
By:
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Name:
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Title:
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Amendment to Credit Agreement
Page 4 of 4
