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Exhibit
10.1
THIRD AMENDMENT
TO
CREDIT
AGREEMENT
This THIRD AMENDMENT TO
CREDIT AGREEMENT (“ Amendment ”) is entered into
as of May 23, 2007, among Planar Systems, Inc., an Oregon
corporation (the “ Borrower ”), each lender from
time to time party hereto (collectively, the “ Lenders
” and individually, a “ Lender ”), and
BANK OF AMERICA, N.A. , as Agent.
RECITALS
A. Borrower, Agent and
Lenders are parties to that certain Credit Agreement entered into
as of December 16, 2003, as amended by a First Amendment to
Credit Agreement entered into as of December 21, 2004, and as
further amended by a Second Amendment to Credit Agreement entered
into as of October 21, 2005 (the “ Credit
Agreement ”).
B. Borrower, Agent and
Lenders desire to amend the Credit Agreement as set forth
herein.
NOW THEREFORE, the parties
agree as follows:
AGREEMENT
1. Recitals . The
Recitals are true.
2. Definitions .
Capitalized terms used herein and not otherwise defined shall have
the meaning given in the Credit Agreement.
3. Amendment to the
Definition of “Applicable Rate” in Section 1.01 of
the Credit Agreement . The definition of “Applicable
Rate” in Section 1.01 of the Credit Agreement is amended
in its entirety to read:
“ Applicable
Rate ” means from time to time the following percentages
per annum, based upon the Funded Debt to EBITDA Ratio as set forth
in the most recent Compliance Certificate received by Agent
pursuant to Section 6.02(a) :
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| Pricing Level |
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Funded Debt to
EBITDA Ratio |
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Commitment Fee |
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Eurodollar Rate |
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Letters of Credit |
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Base Rate |
| 1 |
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³ 2.5:1 |
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0.35% |
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2.00% |
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2.00% |
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0% |
| 2 |
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³ 2.00:1 but <2.50:1 |
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0.30% |
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1.75% |
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1.75% |
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0% |
| 3 |
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³ 1.00:1 but <2.00:1 |
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0.275% |
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1.375% |
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1.375% |
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-0.25% |
| 4 |
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£ 1.00:1 |
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0.25% |
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1.00% |
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1.00% |
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-0.50% |
Any increase or decrease in
the Applicable Rate resulting from a change in the Funded Debt to
EBITDA Ratio shall become effective commencing on the first
Business Day of the month following the date a Compliance
Certificate is delivered pursuant
Page 1 – THIRD AMENDMENT TO CREDIT
AGREEMENT
to
Section 6.02(a) ; provided , however ,
that if no Compliance Certificate is delivered when due in
accordance with such Section, then Pricing Level 1 shall apply as
of the first Business Day of the month following the date such
Compliance Certificate was required to have been delivered and
shall continue in effect until the first Business Day of the month
following the date such Compliance Certificate is in fact
delivered. Pricing Level 1 shall apply through the 1st Business Day
of the month following the date a Compliance Certificate is
delivered after June 29, 2007.
4. Amendment to the
Definition of “Collateral” in Section 1.01 of the
Credit Agreement . The definition of “Collateral”
in Section 1.01 of the Credit Agreements is amended in its
entirety to read:
“ Collateral
” means any and all assets and rights and interests in or to
property of Borrower and each of the other Loan Parties, whether
tangible or intangible, in which a Lien is granted or purported to
be granted pursuant to the Collateral Documents. Collateral shall
include trademarks, copyrights, patents and licenses relating
thereto, and proceeds thereof, except the patents Borrower expects
to sell within six months of the date of this Amendment of which
Agent has been informed in writing.
5. Amendment to
Section 1.01 of the Credit Agreement . Section 1.01
of the Credit Agreement is amended by adding the following
definition thereto:
“ Collateral
Coverage Ratio ” means, as of any date of determination,
the ratio of (a) the sum of (i) consolidated net book
value of domestic accounts receivable plus (ii) consolidated
net book value of domestic inventory plus (iii) consolidated
net book value of domestic property, plant and equipment to
(b) Outstanding Amount of Committed Loans.
6. Amendment to the
Definition of “Collateral Documents” in
Section 1.01 of the Credit Agreement . The definition of
“Collateral Documents” in Section 1.01 of the
Credit Agreements is amended in its entirety to read:
“ Collateral
Documents ” means all agreements, instruments and
documents now or hereafter executed and delivered in connection
with this Agreement, pursuant to which Liens on, or security
interests in, Collateral are granted or purported to be granted to
Agent securing all or part of the Obligations, each in form and
substance satisfactory to Agent. Collateral Documents shall include
a security agreement in favor of Agent for the ratable benefit of
Agent and Lenders in form satisfactory to Agent executed by
Borrower and each Guarantor, a pledge agreement in favor of Agent
for the ratable benefit of Agent and Lenders, and
Page 2 – THIRD AMENDMENT TO CREDIT
AGREEMENT
notices to be filed with the
United States Patent and Trademark Office, all in form satisfactory
to Agent, executed by Borrower.
7. Amendment to the
Definition of “Fixed Charge Coverage Ratio” in
Section 1.01 of the Credit Agreement . The definition of
“Fixed Charge Coverage Ratio” in Section 1.01 of
the Credit Agreement is amended in its entirety to read:
“ Fixed Charge
Coverage Ratio ” means, as of any date of determination,
the ratio of (a) EBITDA for the period of four prior fiscal
quarters most recently ended for which Borrower has delivered
financial statements pursuant to Section 6.01(a ) or
(c) , minus (i) the sum of $2,500,000 which is the
estimated allowance for maintenance capital expenditures and is the
amount which will be deducted regardless of the actual amount of
maintenance capital expenditures for such period, minus
(ii) taxes paid in cash during such period to (b) the sum
of (i) interest charges actually paid in cash during such
period plus (ii) principal payments scheduled to have been
paid during such period on Funded Indebtedness, plus
(iii) dividends paid by Borrower during such period plus
(iv) cash payments required to be made during such period on
any Swap Contract, reduced by cash receipts during such period from
any Swap Contract.
8. Amendment to the
Definition of “Permitted Acquisitions” in
Section 1.01 of the Credit Agreement . The Definition of
“Permitted Acquisitions” in Section 1.01 of the
Credit Agreement is amended by adding to such definition the
following sentence:
Permitted Acquisitions shall
also include all acquisitions approved by Required Lenders in
writing.
9. Amendment to
Section 6.01(e) of the Credit Agreement .
Section 6.01(e) of the Credit Agreement is amended in its
entirety to read:
(e) as soon as available, and
in any event by November 30 of each year, a budget and
financial forecast forecasting the results of operations for the
then current fiscal year in form satisfactory to the
Agent.
10. Amendment to
Section 6.12(a) of the Credit Agreement .
Section 6.12(a) of the Credit Agreement is amended in its
entirety to read:
(a) Net Worth .
Maintain, on a consolidated basis, Net Worth, as of the end of each
fiscal quarter, equal to $130,000,000, adjusted by adding
(i) 50% of net income (without subtracting losses) earned in
each quarterly accounting period commencing after March 30,
2007, (ii) 80% of the net proceeds from any equity securities
issued after March 30, 2007, and (iii) 80% of
any
Page 3 – THIRD AMENDMENT TO CREDIT
AGREEMENT
increase in stockholders
equity resulting from the conversion of debt securities to equity
securities after March 30, 2007.
11. Amendment to
Section 6 of the Credit Agreement . Section 6.12(b)
of the Credit Agreement is deleted in its entirety.
12. Amendment to
Section 6.12(d) of the Credit Agreement .
Section 6.12(d) of the Credit Agreement is amended in its
entirety to read:
(d) EBITDA . Maintain,
for each period of four consecutive fiscal quarters on a
consolidated basis, EBITDA of not less than $5,000,000, plus 50% of
any additions to EBITDA resulting from any Permitted Acquisitions
if such Permitted Acquisitions occurred in such period of four
consecutive fiscal quarters. This covenant will be calculated at
the end of each fiscal quarter.
13. Amendment to
Section 6.12 of t
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