EX-10.21 4 0004.txt FOURTH AMENDMENT TO REVOLVING CREDIT LOAN Exhibit 10.21 FOURTH AMENDMENT TO REVOLVING CREDIT LOAN AGREEMENT THIS AGREEMENT (the "Agreement") dated as of the 15th day of June, 2000, between FLEET BANK, N.A., with offices at 1125 Route 22 West, Bridgewater, New Jersey 08807 (the "Bank") and BARRINGER TECHNOLOGIES INC., a Delaware corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BTI"), BARRINGER INSTRUMENTS INCORPORATED, a New Jersey corporation, with offices at 30 Technology Drive, Warren, New Jersey 07059 ("BII"), and BARRINGER RESEARCH LIMITED, a Canadian corporation with offices at 1730 Aimes Boulevard, Mississauga, Ontario, Canada L4W IVI ("BRL"). WITNESSETH: WHEREAS, BTI executed and delivered a revolving credit note to Bank in the original principal balance not to exceed Five Million and 00/100 Dollars ($5,000,000) (the "Revolving Credit Line"); and WHEREAS, the advances under the Revolving Credit Line are made by Bank in accordance with and subject to the terms, covenants, conditions and provisions of the Revolving Credit Loan Agreement, dated as of March 13, 1998 (as further amended herein and together with all prior amendments, the "Loan Agreement"); WHEREAS, BTI and Bank modified the terms of the Loan Agreement pursuant to a First Loan Modification Agreement, dated as of July 1, 1999 (the "First Modification Agreement"), which among other things, added Digivision, Inc. ("Digivision"), as a guarantor of BTI's obligations under the Revolving Credit Line and the Loan Agreement (collectively, together with all related documents, the "Loan Documents"); WHEREAS, BTI and Bank modified the terms of the Loan Agreement pursuant to an Amendment to Revolving Credit Loan Agreement and Guaranty Agreement, dated as of February 2, 2000 (the "Second Modification Agreement"), which among other things, released Digivision as a guarantor of BTI's obligations under the Loan Documents, and a Third Modification to Revolving Credit Loan Agreement, dated as of May 30, 2000 (the "Third Modification Agreement"); and WHEREAS, BTI and Bank have agreed to further amend the terms and conditions of the Loan Agreement upon the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and for other valuable consideration, the parties hereby agree as follows: 1. Preamble. Each and every part of the preamble hereof is incorporated herein by reference as if set forth at length. 2. Amendment of Loan Agreement. a. The following new sections are added: Section 8.13 Pledge to Federal Reserve. Lender may at any time pledge all or any portion of its rights under the Loan Documents including any portion of the Notes to any of the twelve (12) Federal Reserve Bank organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement thereof shall release Lender from its obligations under any of the Loan Documents. Section 8.14 Participations. Lender shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrowers or any Guarantors, to grant to one or more banks or other financial institutions (each a "Participant") participating interests in Lender's obligation to lend hereunder and/or any or all of the Loans held by Lender hereunder. In the event of any such grant by Lender of a participating interest to a Participant, whether or not upon notice to Borrower, Lender shall remain responsible for the performance of its obligations hereunder and Borrowers shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations hereunder. Lender may furnish any information concerning Borrowers in its possession from time to time to prospective Participants, provided that Lender shall require any such prospective Participant to agree in writing to maintain the confidentiality of such information. b. Section 2.6 (Computation of Interest) is deleted and replaced with the following: SECTION 2.6 Computation of Interest. The interest on the amounts outstanding under the Loan shall be computed on the basis of a year of 360 days for the actual number of days elapsed. 3. Representations and Warranties. BTI represents and warrants to the Bank that the statements, representations and warranties made by BTI in the Loan Documents are true and correct in all material respects as of the date hereof. 4. Affirmation. Except as expressly modified herein, the Loan Documents remain in full force and effect in accordance with the terms thereof. BTI hereby ratifies, confirms and approves all of the terms of the Loan Documents. 5. Binding Effect. This Agreement shall be binding upon the parties hereto and their successors and assigns. 6. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey. 2 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. WITNESS/ATTEST: BARRINGER TECHNOLOGIES INC. BARRINGER INSTRUMENTS INCORPORATED By: /s/ RICHARD S. ROSENFELD By: /s/ RICHARD S. ROSENFELD ------------------------- ------------------------------ Name: Richard S. Rosenfeld Name: Richard S. Rosenfeld Title: VP Finance Title: VP Finance Attest: /s/ KENNETH WOOD Attest: /s/ KENNETH WOOD ---------------------- --------------------------- BARRINGER RESEARCH LIMITED By: /s/ STANLEY BINDER ------------------------- Name: Stanley Binder Title: Director Attest: KENNETH WOOD ---------------------- FLEET BANK, N.A. By: /s/ CRAIG W. HEAL ------------------------- Name: Craig W. Heal Title: Director 3