q32009exhibit10l.htm


    EXHIBIT
10.l

    THE L.S.
STARRETT COMPANY

    


    SECOND
AMENDMENT

    


    THIS
SECOND AMENDMENT (this “Amendment”) is
entered into as of April 28, 2009 (the “Effective Date”) by
and among THE L.S. STARRETT
COMPANY, a Massachusetts corporation with its chief executive office
at 121 Crescent Street, Athol, Massachusetts 01331 (the “Borrower”) and Bank
of America, N.A., as Agent (the “Agent”) and in its
capacity as the sole Lender (“B of A”) under the
Credit Agreement, as defined below, having its principal place of business at
100 Federal Street, Boston, Massachusetts 02110.  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Credit Agreement, as defined below.

    


    R E C I T A L
S

    


    WHEREAS,
the Borrower, the Agent and B of A have previously entered into an Amended
and Restated Credit Agreement dated as of April 28, 2006, as amended
by that certain First Amendment dated as of June 24, 2006 (as amended, the
“Credit
Agreement”);

    


    WHEREAS,
the Borrower has requested that B of A make certain modifications, and B of A
has agreed to such modifications on the terms and conditions set forth
herein;

    


    NOW
THEREFORE, in consideration of the foregoing premises and the mutual benefits to
be derived by the Borrower and B of A from a continuing relationship under the
Credit Agreement and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

    


    A. Amendments to Credit
Agreements.  The defined terms “Revolving Credit Termination
Date” and “Reducing Revolving Credit Commitment” appearing in Section 1.01 of
the Credit Agreement are hereby amended and restated to read as
follows:

    


    “Revolving
Credit Termination Date” means the earlier of (i) June 15, 2009,
and (ii) the date of any acceleration of the Loans pursuant to Section 6.01.

    


    “Reducing
Revolving Credit Commitment” means, during each relevant period set forth below,
(a) in the aggregate, the amount set forth below for each such period; and
(b) for each Lender, the amount set forth below for each such period
multiplied by the percentage set forth below for such Lender, as such amount may
be from time to time be adjusted pursuant to Sections 2.07, 2.08
or 9.08.

    


    Bank of
America                                                                           100%

    


    
      	
              Period

            	
              Reducing
      Revolving Credit Commitment

            
	
              Closing
      Date – 4/27/07

            	
              $12,000,000

            
	
              4/28/07
      – 4/27/08

            	
              $9,600,000

            
	
              4/28/08
      – 6/14/09

            	
              $7,200,000

            
	
              6/15/09
      – 4/27/10

            	
              $4,800,000

            
	
              4/28/10
      – Reducing Revolving Credit Termination Date

            	
              $2,400,000

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    B. Representations and
Warranties.  The Borrower represents and warrants to the Agent
and B of A that: (a) the Borrower has the full power and authority to
execute, deliver and perform its respective obligations under, the Credit
Agreement, as amended by this Amendment, (b) the execution and delivery of
this Amendment has been duly authorized by all necessary action of the Board of
Directors of the Borrower; (c) the representations and warranties contained
or referred to in Article IV of the Credit Agreement are true and accurate in
all material respects as of the date of this Amendment; and (d) no Event of
Default has occurred and is continuing or will result after giving effect to
this Amendment and the transactions contemplated by this Amendment and the
Credit Agreement.

    


    C. Other.

    


    1. This
Amendment shall take effect as of the Effective Date upon the receipt by the
Agent of:

    


    
      	
              (i)  

            	
              this
      Amendment duly executed by the Borrower, the Agent and B of
    A;

            


    

    


    
      	
              (ii)  

            	
              a
      Bringdown Certificate executed by the Secretary or Assistant Secretary of
      the Borrower with regard to resolutions, organizational matters and
      officer incumbencies;

            


    

    


    
      	
              (iii)  

            	
              Good
      Standing Certificate certified by the Secretary of the Commonwealth of
      Massachusetts; and

            


    

    


    
      	
              (iv)  

            	
              payment
      of all reasonable costs and expenses (including, without limitation, the
      reasonable costs and expenses of the Agent’s counsel) incurred by the
      Agent in connection with this
Amendment.

            


    

    


    2.  This
Amendment is executed as an instrument under seal and shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts
without regard to its conflicts of law rules.  All parts of the Credit
Agreement not affected by this Amendment are hereby ratified and affirmed in all
respects, provided that if any provision
of the Credit Agreement shall conflict or be inconsistent with this Amendment,
the terms of this Amendment shall supersede and prevail.  Upon the
execution of this Amendment, all references to the Credit Agreement in that
document, or in any related document, shall mean the Credit Agreement as amended
by this Amendment.  Except as expressly provided in this Amendment,
the execution and delivery of this Amendment does not and will not amend, modify
or supplement any provision of, or constitute a consent to or a waiver of any
noncompliance with the provisions of the Credit Agreement, and, except as
specifically provided in this Amendment, the Credit Agreement shall remain in
full force and effect.  This Amendment may be executed in one or more
counterparts with the same effect as if the signatures hereto and thereto were
upon the same instrument.

    


    


    [SIGNATURE
PAGES FOLLOW]

    

      
        
           


        

        
          2

          
            

          

        

        
           


        

      



    IN
WITNESS WHEREOF, each of the Borrower, the Agent and B of A in accordance with
Section 9.06 of the Credit Agreement, has caused this Amendment to be executed
and delivered by their respective duly authorized officers as of the date set
forth in the preamble on page one of this Amendment.

    


    
      	 
      	
              BORROWER:

            
	 
      	 
      
	
              WITNESSED:

              /s/ Roy V. Lake

              Roy V. Lake

              Print
      Name

            	
              THE
      L.S. STARRETT COMPANY

              By:/s/ Randall Hylek

              Randall
      Hylek

              Chief
      Financial Officer and Vice
President

            


    

    


    
      	 
      	
              AGENT:

            
	 
      	 
      
	 
      	
              BANK
      OF AMERICA, N.A., as Agent

              By:/s/ Richard MacDonald

              Name:
      Richard MacDonald

              Title:
      Vice President

            
	 
      	 
      
	 
      	
              LENDER:

            
	 
      	 
      
	 
      	
              BANK
      OF AMERICA, N.A

              By:/s/ Richard MacDonald

              Richard
      J. MacDonald

              Vice
      President

            


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    CONSENTED
TO AS GUARANTOR UNDER THAT CERTAIN SUBSIDIARY GUARANTY DATED JUNE 13,
2000:

    


    
      	
              WITNESSED:

              /s/ Roy V. Lake

              Roy V. Lake

              Print
      Name

            	
              LEVEL
      INDUSTRIES, INC.

               

               

              By:/s/ Randall Hylek

              Randall
      Hylek,

              Chief
      Financial Officer and Vice President

               

               

            


    

    


    CONSENTED
TO AS GUARANTOR UNDER THAT CERTAIN SUBSIDIARY GUARANTY DATED JUNE 13,
2000:

    


    
      	
              WITNESSED:

              /s/ Roy V. Lake

              Roy V. Lake

              Print
      Name

            	
              EVANS
      RULE COMPANY, INC.

               

               

              By:/s/ Randall Hylek

              Randall
      Hylek,

              Chief
      Financial Officer and Vice President

               

               

            


    

    


    CONSENTED
TO AS GUARANTOR UNDER THAT CERTAIN SUBSIDIARY GUARANTY DATED JUNE 13,
2000:

    


    
      	
              WITNESSED:

              /s/ Roy V. Lake

              Roy V. Lake

              Print
      Name

            	
              STARRETT
      SECURITIES CORPORATION

               

               

              By:/s/ Randall Hylek

              Randall
      Hylek,

              Chief
      Financial Officer and Vice President

               

               

            


    

    


    CONSENTED
TO AS GUARANTOR UNDER THAT CERTAIN SUBSIDIARY GUARANTY DATED MARCH 22,
2004:

    


    
      	
              WITNESSED:

              /s/ Roy V. Lake

              Roy V. Lake

              Print
      Name

            	
              STARRETT
      METROLOGY SERVICES, INC.

               

               

              By:/s/ Randall Hylek

              Randall
      Hylek,

              Chief
      Financial Officer and Vice President

               

               

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    CONSENTED
TO AS GUARANTOR UNDER THAT CERTAIN SUBSIDIARY GUARANTY DATED APRIL 28,
2006:

    


    
      	
              WITNESSED:

              /s/ Roy V. Lake

              Roy V. Lake

              Print
      Name

            	
              TRU-STONE
      TECHNOLOGIES, INC.

              (f/k/a
      Starrett Acquisition Corporation)

               

              By:/s/ Randall Hylek

              Randall
      Hylek,

              Chief
      Financial Officer and Vice President

               

               

            


    

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    THE L.S. STARRETT
COMPANY

    


    SECRETARY’S
CERTIFICATE

    


    I,
Randall J. Hylek, the duly elected, qualified and acting Secretary of THE L.S. STARRETT
COMPANY, a
corporation organized and existing under the laws of the Commonwealth of
Massachusetts (the “Company”), hereby
certify to Bank of America, N.A., as Agent (the “Agent”) under the
Amended and Restated Credit Agreement dated as of April 28, 2006 among
the Company, the Agent and the lenders from time to time party thereto, (the
“Credit
Agreement”) that:

    


    
      	
              1.  

            	
              The
      execution, delivery and performance of the Second Amendment dated as of
      the date hereof to the Credit Agreement are within the authority granted
      by the resolutions adopted by the Board of Directors of the Company
      previously certified to the Agent by the Secretary of the Company on
      April 28, 2006, such resolutions have not been revoked,
      annulled, rescinded, revised or amended (nor is any action pending or
      contemplated for their revocation, revision or amendment) and are in full
      force and effect as of the date of this
  Certificate.

            


    

    


    
      	
              2.  

            	
              No
      proceeding or other undertaking for the amendment of the Company’s
      Restated Articles of Organization or bylaws, copies of which were attached
      to the Secretary’s Certificate previously delivered to the Agent on
      April 28, 2006, to effect any name change of the Company from
      that shown above, or for the merger, consolidation, sale of assets and
      business, liquidation or dissolution of the Company, has been taken, and
      no such proceeding or undertaking is
pending

            


    

    


    
      	
              3.  

            	
              The
      persons whose names appear below are the duly appointed, qualified and
      acting officers of the Company occupying the offices set opposite their
      respective names.

            


    

    


    
      	
              Name

            	
              Title

            
	
              Douglas
      A. Starrett

            	
              President

            
	
              Randall
      J. Hylek

            	
              Secretary

            


    

    


    IN
WITNESS WHEREOF, I have hereunto set my hand and the corporate seal of the
Company as of the 28th day of
April, 2009.

    


    
      	 
      	
               

               

              /s/ Randall Hylek

              Randall
      J. Hylek

              Secretary

            


    

     


    
      
         


      

      
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