FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED
This First Amendment to First Amended and Restated Credit Agreement (“Amendment”), dated as of March 6, 2020, is made by and among HSBC BANK USA, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, “Agent”), the Lenders (as defined in the Credit Agreement, as defined below), and ALLIED MOTION TECHNOLOGIES INC. (“Allied Inc.”) and ALLIED MOTION TECHNOLOGIES B.V. (“Allied B.V.” and collectively with Allied Inc., the “Borrowers”).
Statement of the Premises
The Agent, the Lenders, the Borrowers, HSBC Securities (USA) Inc., KeyBank National Association and Wells Fargo Bank, National Association, as joint lead arrangers, have previously entered into a First Amended and Restated Credit Agreement dated as of February 12, 2020 (the “Credit Agreement”). All capitalized terms not otherwise defined in this Amendment have the meanings given them in the Credit Agreement.
The Borrowers have advised the Agent and the Lenders that a new Subsidiary, Allied Motion Christchurch Limited was formed to purchase all of the shares of capital stock of Dynamic Controls, a New Zealand incorporated unlimited company (“Dynamic Limited”) and a 1% interest in the share capital of Dynamic Europe Limited, a private limited company organized under the laws of the United Kingdom (the “Acquisition”). The remaining 99% interest in the share capital of Dynamic Europe Limited is directly owned by Dynamic Limited.
In connection with the Acquisition, the Borrowers have requested that the Agent and the Lenders agree to amend certain terms set forth in the Credit Agreement.
The Agent and the Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, and of the loans or other extensions of credit heretofore, now or hereafter made by the Lenders to, or for the benefit of, the Borrowers, the parties hereto agree as follows:
1.Conditions Precedent to this Amendment. This Amendment shall be effective as of the date first written above once the following conditions precedent are satisfied:
1.1Amendment Documentation. The Agent shall have received an original of this Amendment executed by the Borrowers and the Required Lenders.
1.2No Default. As of the date hereof, no Default or Event of Default shall have occurred and be continuing.