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FOURTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
AND AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT
AND AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of October
31, 2002 (this
"Amendment"), between HURCO COMPANIES, INC., an Indiana
corporation (the
"Company"), and BANK ONE, NA, a national banking association
having its main
office in Chicago, Illinois, and successor by merger to Bank
One, Indiana, NA
(the "Bank").
RECITALS
A. The parties hereto have entered into a Second Amended and
Restated
Credit Agreement and Amendment to Reimbursement Agreement dated
as of October
31, 2001 (as amended or modified from time to time, the "Credit
Agreement"),
which is in full force and effect.
B. The Company desires to further amend the Credit Agreement as
herein
provided, and the Bank is willing to so amend the Credit
Agreement on the terms
set forth herein.
AGREEMENT
Based upon these recitals, the parties agree as follows:
1. Amendments. Upon the Company satisfying the condition set
forth in
paragraph 4 (the date that this occurs, the "Amendment Effective
Date"), the
Credit Agreement shall be amended as follows:
(a) The definition of "Applicable Margin" is amended and
restated, to
read as follows:
"Applicable Margin" means, with respect to Advances of any
Type at any time, the percentage rate per annum which is
applicable at
such time with respect to Advances of such Type:
(a) from and including the Effective Date through October
31,
2001:
Eurodollar Advances: 1.0%
Floating Rate Advances: 0.0%
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(b) from and including November 1, 2001 and thereafter, as
follows:
Date Eurodollar Advances Floating Rate Advances
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From and including November 1, 2.0% per annum 0% per annum
2001, through April 30, 2002
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From and including May 1, 2002, 2.5% per annum 0.5% per
annum
through October 31, 2002
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From and including November 1, 3.5% per annum 1.5% per annum
2002, through June 30, 2003
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From and including July 1, 2003, 4.0% per annum 2.0% per
annum
and thereafter
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(b) The definition of "Borrowing Base" is amended by
deleting
subsection (vi) in its entirety, and renumbering subsection
(vii) as
subsection (vi).
(c) The definition of "Commitment" is amended and restated, to
read as
follows:
"Commitment" means, the obligation of the Bank to make Loans
to, and issue Facility LCs upon the application of, the Borrower
in an
aggregate amount not exceeding $7,000,000, reduced by the amount
as
required pursuant to Section 2.5(d) and Section 2.5(e) (other
than
Sections 2.5(e)(iii) and 2.5 (e)(iv), which have already
occurred).
(d) The definitions of "Consolidated EBITDA" and "Consolidated
Tangible
Net Worth" are amended and restated in their entirety,
respectively, to
read as follows:
"Consolidated EBITDA" means Consolidated Net Income
determined
in accordance with Agreement Accounting Principles plus, to the
extent
deducted in determining Consolidated Net Income, (i)
Consolidated
Interest Expense, (ii) expense for taxes, (iii) depreciation,
(iv)
amortization, (v) extraordinary losses incurred other than in
the
ordinary course of business, (vi) severance costs, (vii)
non-cash asset
write downs, (viii) non-cash loss on equity interest of
Affiliates,
(ix) research and development expense to the extent that the
cost
incurred in exercise of the CIMPlus Option is so expensed, and
(x) the
UK Lease Liability not to exceed $650,000 minus, to the extent
included
in Consolidated Net Income, extraordinary gains realized other
than in
the ordinary course of business (including without limitation
non-cash
gains on equity interest of Affiliates recorded after July 31,
2001),
all calculated for the Borrower and its Subsidiaries on a
consolidated
basis.
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* * *
"Consolidated Tangible Net Worth" means, as of any date, (a)
the amount of any Capital Stock, paid-in-capital, and similar
equity
accounts of the Borrower and its Subsidiaries calculated on
a
consolidated basis as of such time, plus (or minus in the case
of a
deficit) the capital surplus and retained earnings of the
Borrower and
its Subsidiaries calculated on a consolidated basis as of such
time and
excluding the amount of "Other Comprehensive Income" of the
Borrower
and its Subsidiaries calculated on a consolidated basis as o
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