Exhibit 10.2


MASTER REAFFIRMATION AND 

AMENDMENT NO. 3 TO LOAN DOCUMENTS


THIS MASTER REAFFIRMATION AND
AMENDMENT NO. 3 TO LOAN DOCUMENTS
(this “Agreement”) is made this 10th day of
April, 2007, by and among AXSYS TECHNOLGIES, INC., a Delaware corporation (the “Borrower”), SPEEDRING SYSTEMS, INC., a
Delaware corporation (“Systems”), SPEEDRING, LLC, a Delaware limited
liability company initially organized
as a Delaware corporation under the name “Speedring, Inc.” (“Speedring”),
AXSYS TECHNOLOGIES IR SYSTEMS, INC.,
a New York corporation formerly known as Diversified Optical Products, Inc. (“ATS” and together with Systems and
Speedring, the “Existing Guarantors”),
and BANK OF AMERICA, N.A. (the “Lender”), as successor by merger to Fleet
National Bank, a Bank of America Company.


WITNESSETH:


WHEREAS, the Borrower, the
Existing Guarantors and the Lender are parties to that certain Credit Agreement dated as of May 2, 2005
(as amended, modified, restated or otherwise supplemented from time to time, the “Credit
Agreement”), pursuant to which the Lender extended to the Borrower the Commitment and the
Term Loans; and


WHEREAS, the Existing Guarantors
have each unconditionally and jointly and severally guaranteed payment and performance of any and all
Obligations pursuant to the Credit Agreement;
and


WHEREAS, the Borrower has advised the Lender that the
Borrower and ATS have entered into an Asset
Purchase Agreement dated as of April 12, 2007 with Cineflex, LLC, a California limited liability company (“Cineflex”) and the shareholders of Cineflex
(the “Cineflex Acquisition Agreement”), pursuant to which ATS has agreed to purchase
substantially all of the assets (the “Cineflex
Acquisition”) of Cineflex for an aggregate consideration of
approximately $27,000,000 plus the
so-called “Earnout Payment” (the “Cineflex
Acquisition Purchase Price”); and


WHEREAS, the Borrower and the
Existing Guarantors (collectively, the “Obligors”)
have each requested the Lender to (a)
consent to the Cineflex Acquisition, (b) extend the Maturity Date of the Commitment to May 2, 2012,
(c) increase the Commitment to $40,000,000, (d) increase the Letter of Credit Sublimit to $3,000,000, and (e) allow
the Borrower to use the proceeds of
Committed Revolving Loans to finance in whole or in part the Cineflex Acquisition.


WHEREAS, the Lender is willing to
agree to the foregoing requests, and the Lender and the Obligors have agreed to
amend certain terms and conditions of the Credit Agreement, all on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration
of the premises set forth herein (which are  incorporated herein as though fully set forth below, by this reference
thereto) and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each













of the undersigned agrees as follows:


§1.      Definitions. Capitalized terms used
herein without definition that are defined in the Credit Agreement shall have the meanings given to such terms in the
Credit Agreement.


§2.      Representations and Warranties; Acknowledgment. The
Obligors hereby represent and
warrant to the Lender as follows:


(a)       Each of the Obligors has adequate power to execute
and deliver this Agreement and each
other document to which it is a party in connection herewith and to perform its
obligations hereunder or
thereunder.  This Agreement and each
other document executed in connection
herewith have been duly executed and delivered by each of the Obligors party thereto and do not contravene any law, rule or
regulation applicable to any Obligor or any of the terms of any other indenture, agreement or
undertaking to which any Obligor is a party. The obligations contained in this Agreement and each other document executed
in connection herewith to which any
of the Obligors is a party, taken together with the obligations under the Loan Documents, constitute the legal, valid and
binding obligations enforceable against each such Obligor in accordance with their respective terms, except as
enforceability thereof may be limited
by applicable Debtor Relief Laws and general principles of equity, whether
considered at law or in equity.


(b)            After giving effect to the information set forth in
the Revised Disclosure Schedules (as
defined below), all the representations and warranties made by the Obligors in
the Loan Documents are true and
correct in all material respects on the date hereof as if made on and as of the
date hereof and are so repeated herein as if expressly set forth herein or
therein, except to the extent that any of such representations and
warranties expressly relate by their terms
to a prior date.


(c)       After giving effect to the amendments set forth
herein, no Event of Default under and as defined in any of the Loan Documents
has occurred and is continuing on the date hereof.


§3.      Consent to Cineflex Acquisition.
The Lender hereby consents to the Cineflex Acquisition substantially on the terms and subject to the conditions set
forth in the Cineflex Acquisition
Agreement, a copy of which (including all schedules and exhibits attached
thereto) is attached hereto as Exhibit A.


§4.      Amendments to Credit
Agreement. The Credit Agreement is hereby amended as follows:


4.1.     Amendments to Section 1.01


(a)       The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to
read as follows:


“Applicable Rate” means the
following percentages per annum (subject to additional increases pursuant to Section 2.07(d)), based upon the
Consolidated Leverage



 2
 









Ratio as set forth in the most
recent Compliance Certificate received by the Lender pursuant to Section 6.02(b):


Applicable
Rate


	
  Pricing 

  Level

  	
   

  	
  Consolidated Leverage Ratio

  	
   

  	
  Eurodollar Rate and 
 Standby Letters of Credit

  	
   

  	
  Base Rate

  	
   

  
	
  1

  	
   

  	
  £ 1.24:1

  	
   

  	
  1.00

  	
  %

  	
  0

  	
  %

  
	
  2

  	
   

  	
  > 1.24:1 but £ 1.74:1

  	
   

  	
  1.25

  	
  %

  	
  0

  	
  %

  
	
  3

  	
   

  	
  > 1.74:1 but £ 2.24:1

  	
   

  	
  1.50

  	
  %

  	
  0

  	
  %

  
	
  4

  	
   

  	
  > 2.24:1 but £ 2.75:1

  	
   

  	
  1.75

  	
  %

  	
  0

  	
  %

  
	
  5

  	
   

  	
  >2.75:1

  	
   

  	
  2.00

  	
  %

  	
  0

  	
  %

  



 


Any increase or decrease in the Applicable Rate
resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first day of the first month immediately following the date a Compliance
Certificate is delivered pursuant to Section 6.02(b); provided, however,
that if a Compliance Certificate is not delivered when due in accordance with
such Section, then Pricing Level 5 shall apply as of the first day after the date
on which such Compliance Certificate was required to have been delivered until such Compliance Certificate is delivered and the
Applicable Rate is adjusted as provided above.


“Commitment” means the Lender’s obligation to
make Committed Revolving Loans to the
Borrower pursuant to Section 2.01 (a) and L/C Credit Extensions pursuant
to Section 2.03, in an aggregate principal amount at any one time
outstanding not to exceed $40,000,000,
as such amount may be adjusted from time to time in accordance with this Agreement.


“Consolidated Fixed Charge
Coverage Ratio” means, for any Test Period, the ratio of (a) (i) Consolidated EBITDA for such Test
Period, minus (ii) Federal, state, local and foreign income taxes paid
in cash by the Borrower and its Subsidiaries during such Test Period (net of any cash refund in respect of
income taxes actually received during such Test Period), minus (iii) Restricted Payments to the extent paid
in cash or other property (other than Equity Interests) made during such
Test Period, minus (iv) Consolidated Capital
Expenditures made during such Test Period to the extent not financed with
Indebtedness permitted under Section 7.03(e),  to (b) the sum of
(i) Consolidated Current Maturity of Long-Term Debt for such Test Period, but
only to the extent consisting of regularly-scheduled
payments for such period and specifically excluding any prepayment thereof, the accelerated maturity of Term Loan B
pursuant to Section 2.04(e) and the payment due upon the final maturity
of Term Loan B, plus (ii) Consolidated Interest Charges for such Test Period, plus (iii)
any and all Telic Earn-Out Payments and Cineflex Earn-Out Payments made during
such Test Period.


“Consolidated Funded
Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) the outstanding



 3
 









principal amount of all obligations, whether
current or long-term, for borrowed money (including Obligations hereunder) and
all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase
money Indebtedness, (c) all direct
obligations arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of
the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of
business or consistent with
reasonable past practices), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations,
and (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in
clauses (a) through (e) above of
Persons other than the Borrower or any Subsidiary; provided that “Consolidated Funded Indebtedness”  shall
not include any of the Telic Earn-Out Payments or Cineflex Earn-Out Payments. The Indebtedness of any Person
shall include the Indebtedness of any
other entity (including any partnership in which such person is a general
partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except
(other than in the case of general partner liability) to the extent that the
terms of such Indebtedness expressly provide that such Person is not liable
therefore.


“Letter of Credit Sublimit”
means an amount equal to $3,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Commitment.


“Maturity Date” means,
(a) with respect to the Commitment, May 2, 2012; (b) with respect to Term Loan A, May 2, 2010; and (c)
with respect to Term Loan B, May 2, 2007 (subject, however, to Section
2.04(e)).


“Permitted Acquisitions”
means acquisitions by the Borrower or any Subsidiary of the Borrower (excluding
the Acquisition) of not less than 100% of the outstanding Equity Interests of any corporation, partnership,
limited liability company, a division of any corporation or limited liability company or any similar business unit
(or of substantially all the assets and business of any of the foregoing)
(each, an “acquisition”) so long as (i) in the case of each such acquisition of Equity Interests, such
acquisition was not preceded by an
unsolicited tender offer for such Equity Interests by the Borrower or any of
its affiliates; (ii) the
corporation, partnership, limited liability company, division, business or assets, as applicable, to be acquired by the
Borrower or such Subsidiary is predominantly in the Borrower’s or such
Subsidiary’s existing lines of business or businesses reasonably related or complimentary thereto, (iii) the
aggregate amount of the Acquisition Consideration
for all Permitted Acquisitions during the then current fiscal year of the Borrower (after giving effect to the proposed
Acquisition Consideration for the acquisition
in question and net of that portion, if any, of such consideration contributed
to the Borrower by its shareholders
as subordinated debt or as equity) shall not exceed $25,000,000 and the aggregate amount of the
Acquisition Consideration for all Permitted Acquisitions since the Closing Date
shall not exceed $50,000,000; (iv) the Borrower shall have delivered to the Lender a certificate
certifying that at the time of and immediately after giving effect to
such acquisition, (1) no Default or Event of Default has occurred



 4
 









and is continuing, and (2) the Borrower shall be
in compliance with all of its financial covenants set forth herein and
the Borrower shall have provided evidence of such compliance to the Lender on a pro  forma combined basis;
(v) such acquisition does not result
in any change in the management of the Borrower which is deemed material in the
reasonable opinion of the Lender; and
(vi) the assets or business being acquired by the Borrower or such Subsidiary shall have had a
positive EBITDA for the twelve-month fiscal
period immediately preceding the date of such acquisition (with EBITDA being calculated in a manner consistent with the
calculation of Consolidated EBITDA). For purposes of this Agreement, the
Cineflex Acquisition shall be deemed to be a Permitted Acquisition except that
such Permitted Acquisition shall be excluded from the dollar limitations set
forth in clause (iii) above.


(b)       The following new definitions are added in alphabetical order to Section
1.01 of the Credit Agreement:


“AST Bearing Asset Sale”
means the sale of the assets of the Borrower’s AST Bearing Division, provided that the book value of
such net assets shall not exceed $11,000,000.


“Cineflex” means Cineflex,
LLC, a California limited liability company.


“Cineflex Acquisition”
means the acquisition by the Borrower of substantially all of the assets
Cineflex in accordance which the terms and subject to the conditions set forth in the Cineflex Acquisition Agreement.


“Cineflex Acquisition
Agreement” means that certain Asset Purchase Agreement dated as of April 12, 2007 by and among the
Borrower, Cineflex and the shareholders of Cineflex.


“Cineflex Earn-Out Payments” means the
contingent payments required to be made by
the Borrower to the prior shareholders of Cineflex.


“Cullman Asset Sale”
means a sale and leaseback transaction of the Borrower’s real property located in Cullman, Alabama, the
sales price of which is $3,695,000.


“Nashua Asset Sale” means a sale and leaseback
transaction of the Borrower’s real property
located in Nashua, New Hampshire, the the sales price of which is $6,405,000.


“Permitted Asset Sales”
means each of the AST Bearing Asset Sale, the Cullman Asset Sale and the Nashua Asset Sale.



 5
 









4.2.     Amendment to Section 6.01


Section 6.01(c) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


(c)         as soon as available, but in any event within 45 days after the end of each of the each fiscal quarter of each fiscal
year of the Borrower, a funded/unfunded backlog report in form and substance
satisfactory to the Lender.


4.3.     Amendment
to Section 6.07


Section 6.07 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


6.07    Maintenance of Insurance.
(a) Keep its insurable property adequately insured
at all times by financially sound and reputable insurers; maintain such other
insurance, to such extent and against such risks as is customary with companies
in the same or similar businesses
operating in the same or similar locations, including insurance with
respect to properties material to the business of the Loan Parties against such
casualties and contingencies and of such
types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same
or similar locations, including (i)
physical hazard insurance on an “all risk” basis, (ii) commercial general
liability against claims for bodily injury, death or property damage covering
any and all insurable claims, (iii) explosion insurance in respect of any
boilers, machinery or similar
apparatus constituting Collateral, (iv) business interruption insurance, (v) worker’s compensation insurance and such
other insurance as may be required by any Law and (vi) such other insurance against risks as the Lender may from
time to time require (such policies to be in such form and amounts and having
such coverage as may be reasonably satisfactory to the Lender and the
Collateral Agent); provided that with respect to physical hazard insurance, neither the Collateral Agent nor
the applicable Loan Party shall
agree to the adjustment of any claim thereunder without the consent of the
other (such consent not to be unreasonably withheld or delayed); provided,
further, that (x) so long as
no Event of Default shall have occurred and be continuing at such time, no consent of the Lender shall be required for claims
which do not exceed $350,000 in the aggregate
over the term of this Agreement, and (y) no consent of any Loan Party shall be
required during an Event of Default.


4.4.     Amendment
to Section 6.11


Section 6.11 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


6.11    Use of Proceeds. Use the
proceeds of the Credit Extensions (a) to finance in part the Acquisition, (b) to finance in whole or in part the Cineflex
Acquisition, (c) to pay fees and
expenses incurred in connection with the Acquisition, the Cineflex Acquisition and entering into this Credit
Agreement and any amendments hereto, (c) to



 6
 









refinance existing Indebtedness owing to the Lender, and (d) for
general corporate purposes not in
contravention of any Law or of any Loan Document, including without limitation to effect Permitted Acquisitions.


4.5.     Amendment to Section 6.15


Section 6.15 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


6.15    Primary Operating Accounts. Establish and maintain at all times after the date hereof all of its primary operating
accounts with the Lender, except that the Loan Parties may establish and maintain petty cash accounts not exceeding
$100,000 in aggregate cash balances
at any time outstanding.


4.6.     Amendment to Section 7.02


Section 7.02(a) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


(a)       Investments held by the Borrower or such Subsidiary Guarantor in the form of (i) prime commercial paper due within
one (1) year from the date of purchase and
payable in United States dollars, (ii) certificates of deposit in United States
commercial banks (having capital
resources in excess of $20,000,000.00) due within one (1) year from the date of purchase and payable in
United States dollars, (iii) obligations of the United States government
or any agency thereof, (iv) obligations guaranteed directly by the United States government, (v) repurchase agreements of
United States commercial banks (having capital resources in excess of
$20,000,000.00) for terms of less than one
(1) year, (vi) eurodollar deposits with maturities of ninety (90) days or less,
(vii) investments in money market
funds which at the time of investment are considered “Investment Grade” in
accordance with the rating systems employed by either Moody’s Investors
Service, Inc or Standard & Poor’s, or (viii) securities issued or fully
guaranteed by any state, commonwealth
or territory of the United States or by any political subdivision or taxing authority of any such
state, commonwealth or territory, in each case which at the time of investment are considered “Investment Grade” in
accordance with the rating systems employed by either Moody’s Investors
Service, Inc or Standard & Poor’s;


4.7.     Amendments to Section 7.03


(a)       Section 7.03(e) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:


(e)       Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for
fixed or capital assets within the limitations
set forth in Section 7.01(i);  provided,  however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $5,000,000;



 7
 









(b)       Section
7.03(j) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


(j)        the Telic Earn-Out Payments and the Cineflex Earn-Out Payments;


(c)       Section 7.03(l) of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


(l)        other unsecured Indebtedness of the Borrower or any Subsidiaries in an aggregate amount for the Borrower and all of
its Subsidiaries not to exceed $2,500,000
at any time outstanding.


4.8.     Amendment to Section 7.05


(a)       Section 7.05(c) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


(c)             Asset Sales permitted by Section 7.04 and
the Permitted Asset Sales; and


(b)       Section 7.05(e) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


(e)       and other Asset Sales, including without limitation any disposition of the Equity Interests of a Subsidiary, the
aggregate consideration received in respect of which pursuant to this clause (g) shall not exceed $3,000,000 in the
aggregate over the term of this
Agreement and shall not exceed $1,000,000 with respect to any single Asset
Sale; and


4.9.     Amendment
to Section 7.06


Section 7.06(d) of the Credit Agreement is hereby
amended and restated in its entirety to read
as follows:


(d)       the Borrower may declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire for cash
Equity Interests issued by it, in each case only if the Consolidated Leverage
Ratio is not greater than 2.50 to 1.00 after giving Pro Forma effect to such
dividends as if such dividends were paid on the first day of the relevant period, provided that if the
Consolidated Leverage Ratio would be greater than 2.50 to 1.00 after
giving Pro Forma effect to such dividends as if such dividends were paid on the first day of the relevant period, the
Borrower may declare or pay cash dividends
to its stockholders and purchase, redeem or otherwise acquire for cash Equity Interests issued by it, but only in an aggregate
amount not to exceed $100,000 in any fiscal
year; and



 8
 









4.10.   Amendments to Section 7.12


(a)       Section
7.12(b) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


(b)      Consolidated
Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage
Ratio, for any Test Period ending during any period in the table set forth
below, to be less than the ratio set forth opposite such period in the table
below:


	
  Test Period

  	
   

  	
  Fixed Charge Coverage Ratio

  
	
   

  	
   

  	
   

  
	
  Closing Date
  through and including the date immediately
  preceding the date of the Borrower’s
  second fiscal quarter end in 2006

  	
   

  	
  1.15-to-1.00

  
	
   

  	
   

  	
   

  
	
  The date of the Borrower’s second fiscal quarter end in 2006
  through and including the date immediately preceding
  the date of the Borrower’s fourth fiscal
  quarter end in 2006

  	
   

  	
  1.25-to-1.00

  
	
   

  	
   

  	
   

  
	
  The date of the
  Borrower’s first fiscal quarter end in
  2007 and thereafter

  	
   

  	
  l.50-to-1.00

  



 


(b)       Section
7.12(c) of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


(c)       Consolidated
Leverage Ratio. Permit the Consolidated Leverage Ratio, at any date during
any period set forth in the table below, to exceed the ratio set forth opposite
such period in the table below:


	
  Test Period

  	
   

  	
  Maximum Consolidated 

  Leverage Ratio

  
	
   

  	
   

  	
   

  
	
  Closing Date
  through and including December 30, 2005

  	
   

  	
  3.50-to-1.00

  
	
   

  	
   

  	
   

  
	
  December 31,
  2005 through and including the date immediately preceding the date of the Borrower’s second fiscal quarter end in 2006

  	
   

  	
  3.25-to-1.00

  



 



 9
 









 


	
  The date of the Borrower’s second fiscal
  quarter end in 2006 through and including the date immediately preceding the date of the Borrower’s second fiscal quarter end in 2007

  	
   

  	
  3.00-to l.00

  
	
   

  	
   

  	
   

  
	
  The date of the Borrower’s second fiscal quarter end in 2007 and
  thereafter

  	
   

  	
  3.25-to-1.00

  



 


4.11.   Amendment to Section 7.13


Section 7.13 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


7.13    Payment of Telic Earn-Out Payments and Cineflex
Earn-Out Payments. Make any Telic Earn-Out Payment or any Cineflex
Earn-Out Payment, except that, so long as no Default shall have occurred
and be continuing at the time of any such
payment or would result therefrom, the Borrower may (a) make a Telic Earn-Out Payment (which together with all prior Telic
Earn-Out Payments made by Borrower  shall
not exceed $4,000,000), and (b) make a Cineflex Earn-Out Payment, but only if,
in each case, the Borrower is in compliance with the Consolidated Fixed Charge
Coverage Ratio as of the Test Period ending on its fiscal quarter end
immediately preceding the date of such
payment on a pro forma basis to give effect to such payment as if made on the last day of such fiscal quarter end. The
Compliance Certificate for such Test Period shall contain the calculations required by this Section 7.13.


4.12.   Schedules to Credit Agreement


Schedules 1.01(b), 4.01(a)(xii),
5.06, 5.09, 5.13, 5.17, 5.20, 7.01, 7.02 and 7.03 attached to the Credit Agreement are hereby
amended and restated (including after giving effect to the Cineflex
Acquisition) in their entirety to read as set forth in Schedules 1.01(b), 5.06, 5.09, 5.13, 5.17, 5.20, 7.01, 7.02
and 7.03 attached hereto (the “Revised Disclosure Schedules”).


4.13.   Exhibit F to Credit Agreement


Exhibit F attached to the Credit Agreement is hereby
amended and restated in its entirety to read as set forth in Exhibit F
attached hereto.


§5.      Ratification, etc.
Except as expressly amended hereby, the Credit Agreement and all other Loan Documents are hereby ratified and
confirmed in all respects and shall continue in full force and effect. This Agreement and the Credit Agreement shall
hereafter be read and construed together as a single document, and all
references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended by this
Agreement.



 10
 









§6.      Conditions to Effectiveness. The
effectiveness of this Agreement is subject to the prior satisfaction of
the following conditions precedent (the date of such satisfaction herein referred to as the “Amendment Effective Date”):


(a)       Representations and Warranties. The representations and warranties of the Obligors contained herein shall be true and
correct in all material respects.


(b)       No Event of Default. After giving effect to the amendments and
consents set forth herein, there shall exist no Default or Event of
Default.


(c)       Corporate and Company Action. The Lender shall have received evidence satisfactory
to the Lender that all requisite corporate and company action necessary for the
valid execution, delivery and performance
by the Obligors of this Agreement and all other instruments and
documents delivered by the Obligors, or any one of them, in connection herewith
has been taken.


(d)       Delivery of this Agreement. The Obligors and the Lender shall have executed
and delivered this Agreement.


(e)       Delivery of Replacement Revolving Loan Note. The Borrower shall have executed and
delivered to the Lender a replacement revolving loan promissory note in the
form attached hereto as Exhibit F
(the “Replacement Revolving Loan Note”),
which Replacement Revolving Credit Loan shall amend to the extent it amends,
restate to the extent it restates, and supersede and replace in its entirety
the Revolving Loan Note, provided
that the amendment, restatement and
replacement of the Revolving Loan Note shall in no way be construed as a novation
of the Borrower’s indebtedness thereunder.


(f)        Cineflex Acquisition. The Lender shall have reviewed, and be
reasonably satisfied with, the final
terms and conditions of the Cineflex Acquisition Agreement and the documents executed in connection therewith or
related thereto and shall have received assurances satisfactory to it that the Cineflex Acquisition
has been consummated on the date hereof in all material respects in accordance with the terms hereof and of the
Cineflex Acquisition Agreement (as
so reviewed and approved by the Lender), without waiver or amendment of any
such terms that has not been
previously approved by the Lender.


(g)            Opinion Letter. The Lender shall have received a favorable opinion of Jones Day, counsel to the Obligors, addressed to the Lender,
as to the matters concerning the Obligors and the Loan Documents as the Lender may reasonably request.


§7.      Expenses, Etc. Without limitation of the
amounts payable by the Obligors under
the Credit Agreement and other Loan Documents, the Borrower shall pay to the
Lender and its counsel upon demand an amount equal to any and all out-of-pocket
costs or expenses (including reasonable legal fees and disbursements and
appraisal expenses) incurred by the Lender in connection with the preparation,
negotiation and execution of this Agreement and the matters related thereto.



 11
 









§8.      No Waiver by the Lender.
Except as otherwise expressly provided for herein, nothing in this Agreement shall extend to or
affect in any way any of the Obligors’ obligations or the Lender’s
rights and remedies arising under the Credit Agreement or the other Loan Documents, and the Lender shall not be deemed to
have waived any of its remedies with respect to any Event of Default.


§9.      Amendment Fee. In consideration of the
agreement by the Lender to the provisions
of this Agreement, the Borrower shall pay to the Lender, in addition to the
other fees payable under the Credit
Agreement, a fee in the amount of $50,000.


§10.    Governing Law. This
Agreement shall for all purposes be construed according to and governed by the laws of the State of New York (excluding the laws
applicable to conflicts or choice of
law).


§11.    Effective Date.
This Agreement shall become effective among the parties hereto as of the
Amendment Effective Date. Until the Amendment Effective Date, the terms of the Credit Agreement prior to its amendment hereby
shall remain in full force and effect.


§12.    Entire Agreement; Counterparts.
This Agreement sets forth the entire understanding
and agreement of the parties with respect to the matters set forth herein,
including the amendments and waivers set forth herein, and this Agreement
supersedes any prior or contemporaneous
understanding or agreement of the parties as to any such amendment or waiver of
the provisions of the Credit Agreement or any Loan Document, except for any
such agreement that has been set
forth in writing and executed by the Obligors and the Lender. This Agreement
may be executed in any number of counterparts and by different parties hereto
on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which counterparts taken together shall be deemed to
constitute one and the same instrument. A facsimile of an executed counterpart
shall have the same effect as the original executed counterpart.


[Remainder
of Page Intentionally Left Blank; Signature Pages Follow]



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IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly
authorized officers, as of the day and year first above written.


WITNESSES (AS TO ALL THE OBLIGORS):


	
  /s/ [Illegible]

  	
   

  	
   

  	
  AXSYS TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Nancy M. Lewandawski

  	
   

  	
   

  	
  By:

  	
  /s/ David A. Almeida

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its VP – Finance, CFO &
  Treasurer

  



 


	
   

  	
   

  	
  SPEEDRING SYSTEMS, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David A. Almeida

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its Treasurer

  



 


	
   

  	
   

  	
  SPEEDRING, LLC

  
	
   

  	
  By:  Axsys Technologies, Inc., as Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David A. Almeida

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its
  CFO, VP Finance & Administration

  



 


	
   

  	
   

  	
  AXSYS TECHNOLOGIES IR SYSTEMS,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David A. Almeida

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its Treasurer

  



 



 13
 









WITNESSES (AS TO LENDER):


	
   

  	
   

  	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Monica Brands

  	
   

  	
   

  	
  By:

  	
  /s/ [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Its Senior Vice President

  



 



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