Bovagnet SA, a French société anomyme and
subsidiary of Schaublin.
"Holdings February 2003 Issuance" means an issuance by Holdings of shares of its
Class A Preferred Stock occurring on or before February 15, 2003 resulting in
gross cash proceeds not to exceed $3,025,230.
"RBC France" means myonic SAS, Les Ulis (F) (to be renamed RBC France SAS), a
French société par actions simplifiée and wholly-owned subsidiary of Schaublin.
4
"Schaublin" means Schaublin SA, a Swiss corporation and wholly-owned Subsidiary
of Schaublin Holding (excluding directors' qualifying shares).
"Schaublin Holding" means Schaublin Holding SA, a Swiss corporation and
wholly-owned Subsidiary of Borrower (excluding directors' qualifying shares).
"Schaublin Loans" has the meaning assigned to it in Section 6.2(k).
"Schaublin Operating Companies" means Shaublin, Bovagnet and RBC France.
"Swiss Loan" means the Indebtedness of RBC Schaublin S.A. to Credit Suisse
pursuant to the terms of the Credit Agreement dated as of December 27, 1999, as
amended and restated by that certain Credit Agreement dated as of December 12,
2002, not to exceed Swiss Francs 11,375,000 in the aggregate."
(N)
PARAGRAPH (B) OF ANNEX G TO THE CREDIT
AGREEMENT IS HEREBY AMENDED BY REPLACING THE PHRASE "TO EXCEED $7,500,000" WITH
THE PHRASE "TO EXCEED $3,500,000 DURING THE PERIOD FROM JANUARY 31, 2003 THROUGH
APRIL 30, 2003 AND TO EXCEED $7,500,000 AT ANY OTHER TIME".
(O)
EXHIBIT 4.1(B) TO THE CREDIT AGREEMENT IS
HEREBY REPLACED WITH EXHIBIT 4.1(B) ATTACHED HERETO.
SECTION 2.
LIMITED WAIVER.
BORROWER HEREBY
ACKNOWLEDGES AND AGREES THAT AN EVENT OF DEFAULT EXISTS UNDER SECTION 6.14(B)(B)
OF THE CREDIT AGREEMENT BY VIRTUE OF BORROWER'S PAYMENT OF THE DECEMBER DIVIDEND
THAT RESULTED IN THE SENIOR SUBORDINATED INDENTURE DEFAULT (THE "EXISTING
DEFAULT").
IMMEDIATELY UPON THE EFFECTIVENESS OF THIS AMENDMENT, AGENT AND
LENDERS HEREBY WAIVE THE EXISTING DEFAULT, PROVIDED, THAT AGENT AND LENDERS
SHALL RECEIVE NO LATER THAN FEBRUARY 15, 2003 A CERTIFICATE FROM BORROWER
REPRESENTING AND WARRANTING TO AGENT AND LENDERS THAT THE SENIOR SUBORDINATED
INDENTURE DEFAULT HAS BEEN CURED AND THAT NO DEFAULT OR EVEN OF DEFAULT EXISTS
UNDER THE SENIOR SUBORDINATED INDENTURE AND THE OTHER SUBORDINATED DEBT
DOCUMENTS (IT BEING UNDERSTOOD AND AGREED THAT IF AGENT AND LENDERS DO NOT
RECEIVE SUCH CERTIFICATE AS PROVIDED HEREIN OR ANY DECLARATION, DEMAND, EXERCISE
OF ANY DEFAULT RIGHTS AND REMEDIES OR OTHER ACTION IS TAKEN WITH RESPECT TO THE
SUBORDINATED INDENTURE DEFAULT, AGENT'S AND LENDERS' WAIVER HEREUNDER SHALL
TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT), AND PROVIDED, FURTHER, THAT
NOTHING CONTAINED HEREIN SHALL IN ANY WAY WAIVE, RELEASE MODIFY OR LIMIT
BORROWER'S OR ANY CREDIT PARTY'S OBLIGATIONS TO OTHERWISE COMPLY WITH ALL TERMS
AND CONDITIONS OF THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS NOR ANY OF
AGENT'S AND LENDERS' RIGHTS AND PRIVILEGES IN RESPECT THEREOF.
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SECTION 3.
CONDITIONS TO EFFECTIVENESS.
THIS
AMENDMENT SHALL BE EFFECTIVE UPON SATISFACTION OF THE FOLLOWING CONDITIONS
PRECEDENT:
(A)
THIS AMENDMENT SHALL HAVE BEEN EXECUTED AND
DELIVERED BY LENDERS AND THE CREDIT PARTIES.
(B)
EACH LENDER EXECUTING THIS AMENDMENT SHALL
HAVE BEEN PAID AN AMENDMENT FEE EQUAL