REVOLVING CREDIT AND SECURITY AGREEMENT

Revolving Credit Agreement

You are currently viewing:

This Revolving Credit Agreement involves

AHAB INVESTMENT COMPANY | ALLIED MOTION CONTROL CORPORATION, EMOTEQ CORPORATION | ALLIED MOTION TECHNOLOGIES INC, MOTOR PRODUCTS CORPORATION | AMOT III, INC, STATURE ELECTRIC, INC F/K/A AMOT, INC | COMPUTER OPTICAL PRODUCTS, INC, AMOT I, INC, AMOT II, INC | PNC BANK, NATIONAL ASSOCIATION | SILICON VALLEY BANK

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: REVOLVING CREDIT AND SECURITY AGREEMENT
Governing Law: Colorado Date: 2/10/2005
Industry: Scientific and Technical Instr. Sector: Technology

Exhibit 99.1

REVOLVING CREDIT

AND

SECURITY AGREEMENT

PNC BANK, NATIONAL ASSOCIATION

(AS LENDER AND AS AGENT)

SILICON VALLEY BANK

(AS LENDER)

WITH

ALLIED MOTION TECHNOLOGIES INC., MOTOR PRODUCTS CORPORATION,

ALLIED MOTION CONTROL CORPORATION, EMOTEQ CORPORATION,

COMPUTER OPTICAL PRODUCTS, INC., AMOT I, INC., AMOT II, INC.,

AMOT III, INC., STATURE ELECTRIC, INC. F/K/A AMOT, INC.

AND AHAB INVESTMENT COMPANY

(BORROWERS)

May 7, 2004

TABLE OF CONTENTS

I.	DEFINITIONS

	1.1	Accounting Terms

	1.2	General Terms

	1.3	Uniform Commercial Code Terms

	1.4	Certain Matters of Construction

II.	ADVANCES, PAYMENTS

	2.1

		(a)	Revolving Advances

		(b)	Individual Revolving Advances

		(c)	Discretionary Rights

	2.2	Procedure for Borrowing Advances

	2.3	Disbursement of Advance Proceeds

	2.4	[Reserved]

	2.5	Repayment of Advances

	2.6	Repayment of Excess Advances

	2.7	Statement of Account

	2.8	Letters of Credit

	2.9	Issuance of Letters of Credit

	2.10	Requirements For Issuance of Letters of Credit

	2.11	Additional Payments

	2.12	Manner of Borrowing and Payment

	2.13	Mandatory Prepayments

	2.14	Use of Proceeds

	2.15	Defaulting Lender

III.	INTEREST AND FEES

	3.1	Interest

	3.2	Letter of Credit Fees

	3.3	Closing Fee and Facility Fee

		(a)	Closing Fee

		(b)	Facility Fee

	3.4	Collateral Evaluation Fee and Collateral Monitoring Fee

		(a)	Collateral Evaluation Fee

		(b)	Collateral Monitoring Fee

	3.5	Computation of Interest and Fees

	3.6	Maximum Charges

	3.7	Increased Costs

	3.8	Capital Adequacy

IV.	COLLATERAL: GENERAL TERMS

	4.1	Security Interest in the Collateral

	4.2	Perfection of Security Interest

	4.3	Disposition of Collateral

	4.4	Preservation of Collateral

	4.5	Ownership of Collateral

	4.6	Defense of Agent’s and Lenders’ Interests

	4.7	Books and Records

	4.8	Financial Disclosure

	4.9	Compliance with Laws

	4.10	Inspection of Premises

	4.11	Insurance

	4.12	Failure to Pay Insurance

	4.13	Payment of Taxes

	4.14	Payment of Leasehold Obligations

	4.15	Receivables

		(a)	Nature of Receivables

		(b)	Solvency of Customers

		(c)	Locations of Borrower

		(d)	Collection of Receivables

		(e)	Notification of Assignment of Receivables

		(f)	Power of Agent to Act on Borrowers’ Behalf

		(g)	No Liability

		(h)	Establishment of a Lockbox Account, Dominion Account

		(i)	Adjustments

	4.16	Inventory

	4.17	Maintenance of Equipment

	4.18	Exculpation of Liability

	4.19	Environmental Matters

	4.20	Financing Statements

V.	REPRESENTATIONS AND WARRANTIES

	5.1	Authority

	5.2	Formation and Qualification

	5.3	Survival of Representations and Warranties

	5.4	Tax Returns

	5.5	Financial Statements

	5.6	Corporate Name

iii

	5.7	O.S.H.A. and Environmental Compliance

	5.8	Solvency; No Litigation, Violation, Indebtedness or Default

	5.9	Patents, Trademarks, Copyrights and Licenses

	5.10	Licenses and Permits

	5.11	Default of Indebtedness

	5.12	No Default

	5.13	No Burdensome Restrictions

	5.14	No Labor Disputes

	5.15	Margin Regulations

	5.16	Investment Company Act

	5.17	Disclosure

	5.18	Delivery of Acquisition Agreement

	5.19	Swaps

	5.20	Conflicting Agreements

	5.21	Application of Certain Laws and Regulations

	5.22	Business and Property of Borrowers

	5.23	Section 20 Subsidiaries

	5.24	Anti-Terrorism Laws

		(a)	General

		(b)	Executive Order No. 13224

	5.25	Tax Shelter Regulations

	5.26	Owosso and Old Stature

VI.	AFFIRMATIVE COVENANTS

	6.1	Payment of Fees

	6.2	Conduct of Business and Maintenance of Existence and Assets

	6.3	Violations

	6.4	Government Receivables

	6.5	Tangible Net Worth

	6.6	Fixed Charge Coverage Ratio

	6.7	Execution of Supplemental Instruments

	6.8	Payment of Indebtedness

	6.9	Standards of Financial Statements

	6.10	Exercise of Rights

	6.11	Anti-Terrorism Laws

	6.12	Accounts

VII.	NEGATIVE COVENANTS

	7.1	Merger, Consolidation, Acquisition and Sale of Assets

	7.2	Creation of Liens

	7.3	Guarantees

	7.4	Investments

	7.5	Loans

	7.6	Capital Expenditures

	7.7	Dividends

	7.8	Indebtedness

	7.9	Nature of Business

	7.10	Transactions with Affiliates

	7.11	Leases

	7.12	Subsidiaries and Affiliates

	7.13	Fiscal Year and Accounting Changes

	7.14	Pledge of Credit

	7.15	Amendment of Articles of Incorporation, By-Laws

	7.16	Compliance with ERISA

	7.17	Prepayment of Indebtedness

	7.18	Other Agreements

VIII.	CONDITIONS PRECEDENT

	8.1	Conditions to Initial Advances

		(a)	Good Standing Certificates

		(b)	Certificates

		(c)	Corporate Proceedings of Borrowers

		(d)	Incumbency Certificates of Borrowers

		(e)	Revolving Credit Note

		(f)	Blocked Accounts

		(g)	Mortgages

		(h)	Filings, Registrations and Recordings

		(i)	UCC, Lien and Other Searches

		(j)	Title Insurance

		(k)	Acquisition

		(l)	PNC Term Loan Documents and SVB Term Loan Documents

		(m)	Intercreditor Agreement

		(n)	Leasehold Agreements

		(o)	Consents and Waivers

		(p)	Other Documents

		(q)	Legal Opinion

		(r)	No Litigation

		(s)	Financial Condition Certificates

		(t)	Collateral Examination

		(u)	Fees

		(v)	Pro Forma Financial Statements

		(w)	Financial Statements

		(x)	Insurance

		(y)	Environmental Reports

		(z)	Payment Instructions

		(aa)	No Adverse Material Change

		(bb)	Contract Review

		(cc)	Closing Certificate

		(dd)	Borrowing Base

		(ee)	Undrawn Availability

		(ff)	Regulation Compliance

		(gg)	Background Searches

		(hh)	Payoff Letters

		(ii)	Other

	8.2	Conditions to Each Advance

		(a)	Representations and Warranties

		(b)	No Default

		(c)	Maximum Advances

IX.	INFORMATION AS TO BORROWERS

	9.1	Disclosure of Material Matters

	9.2	Schedules

	9.3	Environmental Reports

	9.4	Litigation

vii

	9.5	Material Occurrences

	9.6	Government Receivables

	9.7	Annual Financial Statements

	9.8	[Reserved]

	9.9	Monthly and Quarterly Financial Statements

	9.10	Other Reports

	9.11	Additional Information

	9.12	Projected Operating Budget

	9.13	Variances From Operating Budget

	9.14	Notice of Suits, Adverse Events

	9.15	ERISA Notices and Requests

	9.16	Additional Documents

X.	EVENTS OF DEFAULT

XI.	LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT

	11.1	Rights and Remedies

	11.2	Agent’s Discretion

	11.3	Setoff

	11.4	Rights and Remedies not Exclusive

	11.5	Allocation of Payments After Event of Default

XII.	WAIVERS AND JUDICIAL PROCEEDINGS

	12.1	Waiver of Notice

	12.2	Delay

	12.3	Jury Waiver

XIII.	EFFECTIVE DATE AND TERMINATION

	13.1	Term

viii

	13.2	Termination

XIV.	REGARDING AGENT

	14.1	Appointment

	14.2	Nature of Duties

	14.3	Lack of Reliance on Agent and Resignation

	14.4	Certain Rights of Agent

	14.5	Reliance

	14.6	Notice of Default

	14.7	Indemnification

	14.8	Agent in its Individual Capacity

	14.9	Delivery of Documents

	14.10	Borrowers’ Undertaking to Agent

	14.11	No Reliance on Agent’s Customer Identification Program

	14.12	Certifications From Banks and Participants of Reliance on Agent’s Customer Identification Program

XV.	BORROWING AGENCY

	15.1	Borrowing Agency Provisions

	15.2	Waiver of Subrogation

XVI.	MISCELLANEOUS

	16.1	Governing Law

	16.2	Entire Understanding

	16.3	Successors and Assigns; Participations; New Lenders

	16.4	Application of Payments

	16.5	Indemnity

	16.6	Notice

	16.7	Survival

	16.8	Severability

	16.9	Expenses

	16.10	Injunctive Relief

	16.11	Consequential Damages