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    Exhibit 10.2

AMENDMENT, dated as of June 24, 2013 (this “Amendment”) to the CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified, from time to time, the “Credit Agreement”), dated as of November 8, 2012, among ORBIT INTERNATIONAL CORP., a Delaware corporation (“Orbit”), BEHLMAN ELECTRONICS, INC., a Delaware corporation (“Behlman”), TULIP DEVELOPMENT LABORATORY, INC., a Pennsylvania corporation (“Tulip”)and INTEGRATED CONSULTING SERVICES, INC., a Kentucky corporation (“Integrated”, and together with Orbit, Behlman and Tulip, each a “Borrower” and collectively, the “Borrowers”), and PEOPLE’S UNITED BANK, a Federally chartered savings bank (the “Bank”)

 

RECITALS

WHEREAS, the Borrowers have requested and the Bank has agreed, subject to the terms and conditions of this Amendment, amend certain provisions of the Credit Agreement, as set forth herein;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows:

 

 

“Maturity Date” means July 1, 2015.

 

 

“(7) repurchases by Orbit of its Equity Securities, in an amount not in excess of $400,000, in the aggregate, in each year beginning July 1 and ending June 30 during the term hereof, unless the Bank consents to a greater amount, which consent shall not be unreasonably withheld or delayed”

 

 

Financial Statements.  The consolidated financial statements of Orbit International Corp. and its Subsidiaries for the fiscal year ended December 31, 2012, as audited by EisnerAmper LLP, and the interim consolidated financial statements of Orbit International Corp. and its Subsidiaries for the fiscal three month period ended March 31, 2013, as prepared by management of Borrowers, copies of which have been furnished to the Bank, fairly reflect the financial condition of the Borrowers as of such dates, and since each such date there has not been a Material Adverse Change. Other than obligations and liabilities arising in the ordinary course of business, since March 31, 2013, there are no material obligations or liabilities contingent or otherwise, of the Borrowers which are required to be reflected or disclosed under GAAP, but which are not reflected or disclosed on such statements (other than obligations of Borrowers incurred in the ordinary course of business).

 

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Material Adverse Change. No Material Adverse Change has occurred since December 31, 2012.

 

 

 

 

 

(c)           The execution, delivery and performance by each Borrower of this Amendment and each of the other agreements, instruments, and documents to be executed by it in connection with this Amendment and each of the other agreements, instruments and documents to be executed in connection therewith, if any (i) have, with respect to such Borrower, been duly authorized by all requisite corporate action, (ii) will not violate  (A) any provision of law applicable to such Borrower, any rule or regulation of any Governmental Authority applicable to such Borrower or (B) the certificate of incorporation, by-laws, or other organizational documents, as applicable, of such Borrower or (C) any order of any court or other Governmental Authority binding on such Borrower or any indenture, agreement or other instrument to which such Borrower is a party, or by which such  Borrower any of its respective properties are bound, and (iii) will not be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, of any nature whatsoever upon any of the property or assets of such Borrower other than as contemplated by the Credit Agreement.

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(a)        Capitalized terms used herein and not otherwise defined herein shall have the same meanings as defined in the Credit Agreement.

 

(b)         Except as expressly amended hereby, the Credit Agreement shall remain in full force and effect in accordance with the original terms thereof.

(c)         The amendments herein contained are limited specifically to the matters set forth above and do not constitute directly or by implication an amendment or a waiver of any other provision of Credit Agreement or a waiver of any Default or Event of Default which may occur or may have occurred under the Credit Agreement.

(d)          This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one Amendment.

(e)          THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

The Borrowers hereby: (a) acknowledge and confirm that, except as amended by this Amendment, (i) all terms and provisions contained in the Credit Agreement and the other Loan Documents are, and shall remain, in full force and effect in accordance with their respective terms and (ii) the liens heretofore granted, pledged and/or assigned to the Bank as security for the Borrower’s obligations under the Credit Agreement and the other Loan Documents shall not be impaired, limited or affected in any manner whatsoever by reason of this Amendment; (b) reaffirm and ratify all the representations and covenants contained in each Loan Document; and (c) represent, warrant and confirm the non-existence of any offsets, defenses, or counterclaims to its obligations under the Credit Agreement and the other Loan Documents.

[next page is signature page]

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IN WITNESS WHEREOF, the Borrower and the Bank have signed and delivered this Amendment as of the date first written above.

 

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