Exhibit 10.2
[CONFORMED COPY]
AMENDMENT NO. 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of September 10, 1999 to the Amended and Restated
Credit Agreement dated as of December 11, 1998 (as amended by Amendment No. 1
dated as of March 31, 1999, the "Credit Agreement") among POLAROID
CORPORATION (the "Company"), the LENDERS party thereto (the "Lenders"),
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and
Collateral Agent (the "Agent"), and BANKBOSTON, N.A., a Co-Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to make
certain changes relating to the Company's Graphics Imaging Division (as
defined below);
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is (i) defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit
Agreement and (ii) defined in both the Credit Agreement and the Supplemental
Indenture has the meaning assigned to such term in the Credit Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2. AMENDMENTS TO DEFINITIONS. (a) Section 1.01 of the Credit
Agreement is amended by inserting, in the appropriate alphabetical position,
the following definition:
"Graphics Imaging Division" means the division of Polaroid
engaged in the design, development, production, marketing and sales
of proofing equipment and related products and services.
SECTION 3. CALCULATION OF INTEREST COVERAGE RATIO, DEBT TO EBITDA RATIO.
The Lenders hereby agree that for purposes of calculating compliance with the
covenants contained in Section 5.07 and 5.08(a) of the Credit Agreement,
Consolidated Net
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Income for any period shall be calculated on a pro-forma basis excluding any
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combination of
(i) cash charges, of up to $8,000,000 in the aggregate, and
(ii) non-cash charges,
up to a total amount not to exceed $40,000,000 (including any cash charges),
in each case taken after August 31, 1999 and before December 31, 1999, for
losses incurred by the Company with respect to the sale or other disposition
of the Graphics Imaging Division or any write-down in the carrying value of
the Graphics Imaging Division.
SECTION 4. REPRESENTATIONS OF BORROWER. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set
forth in Article 4 of the Credit Agreement will be true on and as of the
Amendment Effective Date and (ii) no Default will have occurred and be
continuing on such date.
SECTION 5. CONSENT BY GUARANTORS. By its signature below, each Guarantor
hereby consents to this Amendment, and acknowledges that this Amendment shall
not alter, release, discharge or otherwise affect any of its obligations
under the Credit Agreement or any Financing Document (as defined in the
Credit Agreement), and hereby ratifies and confirms all of the Financing
Documents (as so defined) to which it is a party.
SECTION 6. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
SECTION 8. EFFECTIVENESS. This Amendment shall become effective as of
the date hereof on the date when the following conditions are met (the
"Amendment Effective Date"):
(a) the Agent shall have received from each of the Borrower,
each Guarantor and the Required Lenders a counterpart hereof signed
by such party or facsimile or other written confirmation (in form
satisfactory to the Agent) that such party has signed a counterpart
hereof; and
(b) the Agent shall have received an amendment fee for the
account of each Lender that has evidenced its agreement hereto as
provided in clause (a) by 5:00 p.m. (New York
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City time) on the later of (i) September 23, 1999 and (ii) the date
the Agent issues a notice to the Lenders saying that the Required
Lenders have so evidenced their agreement hereto, in an amount
equal to 0.05% of such Lender's Commitment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
POLAROID CORPORATION
By: /s/ XXXXX X. XXXXXXX
Title: Treasurer
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer
Telex number: 921 482
Facsimile number: (000) 000-0000
INNER CITY, INC.
By: /s/ XXXX X. XXXXXXX
Title: President
POLAROID ASIA PACIFIC LIMITED
By: /s/ XXXX X. XXXXXXX
Title: Director
POLAROID CARRIBEAN CORPORATION
By: /s/ XXXX X. XXXXXXX
Title: Director
POLAROID DIGITAL SOLUTIONS, INC.
By: /s/ XXXX X. XXXXXXX
Title: Director
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POLAROID EYEWEAR, INC.
By: /s/ XXXX X. XXXXXXX
Title: Director
POLAROID ID SYSTEMS, INC.
By: /s/ XXXX X. XXXXXXX
Title: Director
POLAROID MALAYSIA LIMITED
By: /s/ XXXX X. XXXXXXX
Title: Director
PRD CAPITAL INC.
By: /s/ XXXX X. XXXXXXX
Title: Director
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ XXXXXXX SAKYO-XXXXX
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ XXXXX X. XXXXX
Title: Group Vice President
By: /s/ XXXXX X. XXXXXXX
Title: Assistant Vice President
BANKBOSTON, N.A.
By: /s/ XXXXX X. XXXXXXX
Title: Vice President
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ XXXXX XXXXXXXX
Title: Senior Vice President
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FOOTHILL CAPITAL (L.A.)
By: /s/ XXXXXX X. XXXXXX
Title: Senior Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
BRANCHES
By: /s/ XXXXXXXXX XXXXX
Title: Assistant Vice President
By: /s/ XXXXXXX X. XXXXXXX
Title: Director
BANK ONE, NA (formerly The First
National Bank of Chicago)
By: /s/ XXXXXX XXXXXXXX
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as investment advisor
By: /s/ XXXXX X. PAGE
Title: Vice President
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THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ XXX X. XXXXXXXX
Title: Vice President
WACHOVIA BANK, N.A.
By: /s/ XXXXXXX X. XXXXXXXXX
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ XXXXX X. XXXXXXX
Title: Senior Vice President
MELLON BANK, N.A.
By: /s/ R. XXXX XXXXXXXX
Title: Vice President
TEXTRON FINANCIAL CORPORATION
By: /s/ XXXX X. XXXXXX
Title: Assistant Vice President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXX X. XXXXX
Title: Vice President
KZH STERLING LLC
By: /s/ XXXXX XXXX
Title: Authorized Agent
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Administrative Agent
By: /s/ XXXXXXX XXXXX-XXXXX
Title: Vice President
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Loan Department
Telex number: 177615 MGT UT
Facsimile number: 000-000-0000
BANKBOSTON, N.A. as Co-Agent
By: /s/ XXXXX X. XXXXXXX
Title: Vice President
000 Xxxxxxx Xxxxxx
Mail Stop: 01-10-01
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Telex number: 4996527
Facsimile number: 000-000-0000
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as
Collateral Agent
By: /s/ XXXXXXX SAKYO-XXXXX
Title: Vice President
c/o X.X. Xxxxxx Services Inc.
000 Xxxxxxx Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxxxx
Facsimile number: (000) 000-0000
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