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EXHIBIT 4.7
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of November 9, 2000
(this "Amendment"), is by and between PERCEPTRON, INC., a Michigan corporation
(the "Borrower"), and BANK ONE, MICHIGAN, a Michigan banking corporation (the
"Bank").
RECITALS
A. The Borrower and the Bank have entered into the Credit Agreement,
dated May 28, 1999, as amended by the First Amendment to Credit Agreement dated
as of August 24,1999 and the Second Amendment to Credit Agreement dated as of
June 30, 2000 (the "Credit Agreement"), pursuant to which the Bank provides to
the Borrower a revolving credit facility, including letters of credit, in the
aggregate principal amount not to exceed $15,000,000.
B. The Borrower now desires that the Credit Agreement be amended in
order to modify certain financial covenants of the Borrower thereunder, and the
Bank is willing to so amend the Credit Agreement on the terms and conditions
herein set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein and in the Credit Agreement contained, the parties hereto
agree as follows:
ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT
Upon the date that the conditions precedent set forth in Article 2
of this Amendment are satisfied, which date (the "Amendment Date") shall be
determined by the Bank in its sole discretion, the Credit Agreement hereby is
amended as follows, provided that such amendments pursuant to Section 1.1 below
shall be deemed retroactively effective as of September 30, 2000:
1.1 Section 6.13 is amended and restated in full as follows:
6.13 EBITDA. The Borrower will not permit its EBITDA to be
less than (i) ($4,300,000) for the period from
January 1, 1999 through the end of its fiscal quarter
ending on or about March 31, 1999, (ii) ($6,200,000)
for the period from January 1, 1999 through the end
of its fiscal quarter ending on or about June 30,
1999, (iii) $1,500,000 for the period from July 1,
1999 through the end of its fiscal quarter ending on
or about September 30, 1999, (iv) $2,100,000 for the
period from July 1, 1999 through the end of its
fiscal quarter ending on or about December 31, 1999,
(v) $3,000,000 for the period from July 1, 1999
through the end of its fiscal quarter ending on or
about March 31, 2000,
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(vi) $5,500,000 for the period from July 1, 1999
through the end of its fiscal quarter ending on or
about June 30, 2000, (vii) ($4,000,000) for the
period from July 1, 2000 through the end of its
fiscal quarter ending on or about September 30, 2000,
(viii) $1,200,000 from the period from July 1, 2000
through the end of its fiscal quarter ending on or
about December 31, 2000, (ix) $675,000 for the period
from July 1, 2000 through the end of its fiscal
quarter ending on or about March 31, 2001, (x)
$3,575,000 for the period from July 1, 2000 through
the end of its fiscal quarter ending on or about June
30, 2001, (xi) $500,000 for the period from July 1,
2001 through the end of its fiscal quarter ending on
or about September 30, 2001, (xii) $1,200,000 for the
period from July 1, 2001 through the end of its
fiscal quarter ending on or about December 31, 2001,
(xiii) $675,000 for the period from July 1, 2001
through the end of its fiscal quarter ending on or
about March 31, 2002, and (xiv) $3,575,000 for the
period from July 1, 2001 through the end of its
fiscal quarter ending on or about June 30, 2002.
ARTICLE 2. CONDITIONS PRECEDENT TO AMENDMENTS
As conditions precedent to the effectiveness of the amendments to
the Credit Agreement set forth in Article 1 of this Amendment, the Bank shall
receive this Amendment duly executed on behalf of the Borrower, and certified
copies of such documents evidencing necessary corporate action of the Borrower
with respect to this Amendment and the transactions contemplated hereby, as the
Bank may reasonably request and in form and substance satisfactory to the Bank.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES
In order to induce the Bank to enter into this Amendment, the Borrower
represents and warrants that:
3.1 The execution, delivery and performance by the Borrower of
this Amendment are within its corporate powers, have been duly authorized by all
necessary corporate action and are not in contravention of any law, rule or
regulation, or any judgment, decree, writ, injunction, order or award of any
arbitrator, court or governmental authority, or of the terms of the Borrower's
charter or by-laws, or of any contract or under- taking to which the Borrower is
a party or by which the Borrower or its property is or may be bound or affected.
3.2 This Amendment is a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms.
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3.3 No consent, approval or authorization of or declaration,
registration or filing with any governmental authority or any nongovernmental
person or entity, including without limitation any creditor or stockholder of
the Borrower, is required on the part of the Borrower in connection with the
execution, delivery and performance of this Amendment or the transactions
contemplated hereby or as a condition to the legality, validity or
enforceability of this Amendment.
3.4 After giving effect to the amendment contained in Article 1 of
this Amendment, the representations and warranties contained in Article 5 of the
Credit Agreement are true on and as of the date hereof with the same force and
effect as if made on and as of the date hereof.
3.5 No Default or Unmatured Default has occurred and is
continuing.
ARTICLE 4. MISCELLANEOUS
4.1 If the Borrower shall fail to perform or observe any term,
covenant or agreement in this Amendment, or any representation or warranty made
by the Borrower in this Amendment shall prove to have been incorrect in any
material respect when made, such occurrence shall be deemed to constitute a
Default.
4.2 All references to the Credit Agreement in any other document,
instrument or certificate referred to in the Credit Agreement or delivered in
connection therewith or pursuant thereto, hereafter shall be deemed references
to the Credit Agreement, as amended hereby.
4.3 Subject to the amendments herein provided, the Credit Agree-
ment shall in all respects continue in full force and effect.
4.4 Capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto in the Credit Agreement.
4.5 This Amendment shall be governed by and construed in
accordance with the laws of the State of Michigan.
4.6 This Amendment may be executed upon any number of counterparts
with the same effect as if the signatures thereto were upon the same instrument.
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[THIRD AMENDMENT TO CREDIT AGREEMENT]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first-above written.
PERCEPTRON, INC.
By: John Garber
Its: Vice President
BANK ONE, MICHIGAN
(formerly known as NBD Bank)
By: Donna M. Boris
Its: Vice President
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