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EIGHT AMENDMENT TO
CREDIT AGREEMENT
THIS
SEVENTH AMENDMENT ("Amendment") dated as of December
20 ,
2007, by and between Perceptron, Inc. ("Company") and Comerica Bank
("Bank").
RECITALS:
A.
Company
and Bank entered into a Credit Agreement dated as of October
24,
2002,
which was amended by seven amendments
("Agreement").
B.
Company
and Bank desire to amend the Agreement as hereinafter set
forth.
NOW,
THEREFORE, the parties agree as follows:
1.
The
following definitions in Section 1 of the Agreement are
amended to read in their entirety as follows:
“’Revolving
Credit Maturity Date’ shall mean November 1,
2009.
“’Applicable
Fee Percentage” shall mean .0075% per
annum.”
“’Applicable
Margin’ shall mean as to any Prime-based Advance, one
half of one percent (1/2%) per annum and as to any
Eurodollar-based Advance, one and eighty eight one hundredths
percent (1.88%) per annum.”
“’Prime
Based Rate’ shall mean for any day a per annum interest
rate which is the greater of (i) the Prime Rate minus the
Applicable Margin or (ii) the Alternate Base
Rate.”
2.
Sections
2.1 and 2.6 of the Agreement are amended to change each
reference to “Seven Million Five Hundred Thousand
Dollars ($7,500,000)” to read “Six Million Dollars
($6,000,000).”
3.
Section
4.8 of the Agreement and Schedule 1.1 are deleted in their
entirety.
4.
Exhibit
“B” is deleted and attached Exhibit
“B” is substituted in its place.
5.
Company
hereby represents and warrants that, after giving effect to
the amendments contained herein, (a) execution, delivery and
performance of this Amendment and any other documents and
instruments required under this Amendment or the Agreement are
within Company's corporate powers, have been duly authorized,
are not in contravention of law or the terms of Company's
Articles of Incorporation or Bylaws, and do not require the
consent or approval of any governmental body, agency, or
authority; and this Amendment and any other documents and
instruments required under this Amendment or the Agreement,
will be valid and binding in accordance with their terms; (b)
the continuing representations and warranties of
Company
set forth in Sections 6.1 through 6.5 and 6.7 through 6.12 of
the Agreement are true and correct on and as of the date
hereof with the same force and effect as made on and as of the
date hereof; (c) the continuing representations and warranties
of Company set forth in Section 6.6 of the Agreement are true
and correct as of the date hereof with respect to the most
recent financial statements furnished to the Bank by Company
in accordance with Section 7.1 of the Agreement; and (d) no
Event of Default (as defined in the Agreement) or condition or
event which, with the giving of notice or the running of time,
or both, would constitute an Event of Default under the
Agreement, as hereby amended, has occurred and is continuing
as of the date hereof.
6.
Except
as express
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