Waiver Agreement to Amended and Restated Credit Agreement between Perceptron, Inc. and Comerica Bank (August 23, 2017)
Perceptron, Inc. and Comerica Bank entered into this agreement after Perceptron violated a provision of their existing Credit Agreement by transferring equity interests in Coord3 srl to Perceptron Europe B.V. Comerica Bank agrees to waive the resulting default, but this waiver applies only to this specific violation and does not change any other terms of the Credit Agreement or affect the Bank’s rights regarding other defaults. All other terms of the original Credit Agreement remain in effect.
Exhibit 4.20
August 23, 2017
Perceptron, Inc.
47827 Halyard Dr.
Plymouth, Michigan 48170
Re:Amended and Restated Credit Agreement dated as of November 16, 2010, by and between Perceptron, Inc. (“Company”) and Comerica Bank (as amended, “Credit Agreement”)
Gentlemen:
Company has advised Comerica Bank (“Bank”) that it violated the provisions of Section 8.11 of the Credit Agreement as a result of the transfer by Company to Perceptron Europe B.V. of all of Company’s equity interests in Coord3 srl made in December 2016 which transfer was reported to the Italian Government as a Share Premium transaction with Perceptron Europe B.V. which constituted an investment under the Credit Agreement (the “Covenant Violation”). Company has requested that the Bank waive any Event of Default under the Credit Agreement resulting from the Covenant Violation. The Bank hereby waives the Covenant Violation (“Waiver”).
This Waiver shall not be deemed to amend or alter in any respect the terms and conditions of the Credit Agreement, or to constitute a waiver or release by the Bank of any right, remedy Default or Event of Default under the Credit Agreement, except to the extent expressly set forth above. Furthermore, this Waiver shall not affect in any manner whatsoever any rights or remedies of the Bank with respect to any other non-compliance by the Company with the Credit Agreement or the Loan Documents whether in the nature of an Event of Default or otherwise, and whether now in existence or subsequently arising.
Except as specifically defined to the contrary herein, capitalized terms used in this Waiver shall have the meanings given them in the Credit Agreement.
Very truly yours,
COMERICA BANK
By:/s/ Norman L. Bird
Its: Senior Vice President
