| Less than 1.50:1.00
|
| 0.50
| %
| 1.75
| %
| 2.00
| %
| 3.00
| %
| 1.75
| %
| 0.375
| %
§2 Amendment to §4 of the Credit Agreement. Section 4.3.4. of the Credit
Agreement is hereby amended by deleting §4.3.4 in its entirety and restating it as follows:
4.3.4. Proceeds of Asset Dispositions; Issuance;
IPO. In the event the Borrower or any of its Subsidiaries receives any (a) Net Cash Sale Proceeds from any Asset Sales permitted by §10.5;
(b) proceeds of insurance claims in an aggregate amount of $1,000,000 or more which have not been reinvested by the Borrower or such Subsidiary in replacement assets or to repair the asset so
damaged, as the case may be, within 180 days of receipt by such Person of such proceeds or (c) Net Cash Proceeds from any Equity Issuances by the Borrower and its Subsidiaries after the
Closing Date, the Borrower shall, within thirty (30) days of receipt thereof, make a prepayment of principal on the Term Loans in an amount equal to 100% of such Net Cash Sale Proceeds,
proceeds of insurance claims or Net Cash Proceeds, as the case may be, and to be applied pro rata to each of the Term Loans based on the then outstanding amounts of each of the Term Loans and applied
against the scheduled installments of principal due on the respective Term Loans on a pro rata basis, and, if there are no outstanding amounts owned on the Term Loans, then to reduce the outstanding
amount of the Revolving Credit Loans and to permanently reduce the Total Commitment by such amount; provided, however, so long as no Default or Event of
Default has occurred and is continuing or would exist as a result thereof, notwithstanding the foregoing, (1) in the event the Borrower receives any Net Cash Proceeds from any public offering
of its capital stock (including, without limitation, its Initial Public Offering), the Borrower shall (a) to the extent
the Borrower's Leverage Ratio is less than 2.00:1.00 on a pro forma basis immediately after giving
effect to any prepayments, be entitled to use 100% of such Net Cash Proceeds of such Equity Issuance to (i) prepay all or a portion of the Subordinated Seller Note; (ii) redeem all or
any portion of the Redeemable Preferred Stock; and (iii) repay all or any portion of the Loans, provided that any such repayment of the Loans shall be applied first to the Term Loan B and
applied against the scheduled installments of principal due on Term Loan B in the inverse order of maturity, and if there are no outstanding amounts due on the Term Loan B, any remaining amounts shall
then be applied to the Term Loan A and applied against the scheduled installments of principal due on the Term Loan A in the inverse order of maturity, and, to if there are no outstanding amounts owed
on the Term Loan, then to reduce the outstanding amount of the Revolving Credit Loans, and (b) to the extent the Borrower's Leverage Ratio is less than 2.50:1.00 but greater than 2.00:1.00 on a
pro forma basis immediately after giving effect to any prepayments, be required to pay fifty percent (50%) of such Net Cash Proceeds to repay the Loans pursuant to this §4.3.4 and shall be
entitled to use the remaining portion of such Net Cash Proceeds to either (i) prepay all or a portion of the Subordinated Seller Note; or (ii) voluntarily repay the Loans; and
(2) in the event the Borrower receives any Net Cash Proceeds from any private offering of its capital stock, the Borrower shall (a) to the extent the Borrower's Leverage Ratio is less
than 2.00:1.00 on a pro forma basis immediately after giving effect to any prepayments, be entitled to use 100% of such Net Cash Proceeds of such Equity Issuance to (i) prepay all or a portion
of the Subordinated Seller Note; (ii) redeem all or any portion of the Redeemable Preferred Stock; and (iii) repay all or any portion of the Loans, provided that any such repayment of
the Loans shall be applied first to the Term Loan B and applied against the scheduled installments of principal due on Term Loan B in the inverse order of maturity, and if there are no outstanding
amounts due on the Term Loan B, any remaining amounts shall then be applied to the Term Loan A and applied against the scheduled installments of principal due on the Term Loan A in the inverse order
of maturity, and, to if there are no outstanding amounts owed on the Term Loan, then to reduce the outstanding amount of the Revolving Credit Loans; (b) to the extent the Borrower's Leverage
Ratio is less than 2.50:1.00 but greater than 2.00:1.00 on a pro forma basis immediately after giving effect to any prepayments, be entitled to use 100% of such Net Cash Proceeds of such Equity
Issuance to either (i) prepay all or a portion of the Subordinated Seller Note; or (ii) voluntarily repay the Loan; and (c) to the extent the Borrower's Leverage Ratio is greater
than or equal to 2.50:1.00 on a pro forma basis, be entitled to retain 100% of such Net Cash Proceeds of such Equity Issuance to either (i) voluntarily repay the Loans or (ii) for
working capital and general corporate purposes (but not to repay any part of the Subordinated Seller Note or redeem all or any part of the Redeemable Preferred Stock).
§3 Amendment to §11 of the Credit Agreement. Section 11.1 of the Credit
Agreement is hereby amended by deleting §11.1 in its entirety and restating it as follows:
11.1. Leverage Ratio. The Borrower will not at any time
during any period described in the table set forth below, pemit the Leverage Ratio to exceed the ratio set forth opposite such period in such table:
Period
|
| Ratio
|
| Closing Date—March 31, 2000
|
| 4.50:1.00
|
| April 1, 2000—June 30, 2000
|
| 4.25:1.00
|
| July 1, 2000—September 30, 2000
|
| 4.00:1.00
|
| October 1, 2000—December 31, 2000
|
| 3.75:1.00
|
| January 1, 2001—March 31, 2001
|
| 3.50:1.00
|
| April 1, 2001—June 30, 2001
|
| 3.25:1.00
|
| July 1, 2001—September 30, 2001
|
| 3.00:1.00
|
| October 1, 2001—December 31, 2001
|
| 2.75:1.00
|
| January 1, 2002—March 31, 2002
|
| 2.50:1.00
|
| April 1, 2002—September 30, 2002
|
| 2.25:1.00
|
| any time thereafter
|
| 2.00:1.00
provided, however, notwithstanding the foregoing, to the extent the Borrower consummates its Initial Public Offering, from and after such time, the
Borrower will not during any period described in the table set forth below permit the Leverage Ratio to exceed the ratio set forth opposite such period in such table
Period
|
| Ratio
|
| Date of consummation of the Borrower's Initial Public Offering
(the "IPO Date")—June 29, 2001
|
| 2.50:1.00
|
| at any time thereafter
|
| 2.00:1.00
§4. Conditions to Effectiveness. This Third Amendment shall not become effective until the
Agent receives a counterpart of this Third Amendment, duly executed by the Borrower, Holdings, and the Majority Banks.
§5. Conditions Subsequent. The Borrower hereby agrees that, in the event the Borrower does
not consummate its Initial Public Offering by March 1, 2000, the Borrower shall pay to the Agent on March 1, 2000, for the pro rata accounts of the Banks, an amendment fee in the amount
of $66,375. Any failure by the Borrower to comply with the covenant contained in this §6 shall constitute an immediate Event of Default under the Credit Agreement.
§6. Representations and Warranties. The Borrower and Holdings each hereby repeat, on and as
of the date hereof, each of the respective representations and warranties made by them in §8 of the Credit Agreement (except to the extent of changes resulting from transactions
contemplated or permitted by this Third Amendment, the Credit Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not
materially adverse, and to the extent that such representations and warranties relate expressly to an earlier date), provided, that all references
therein to the Credit Agreement shall refer to such Credit Agreement as amended hereby. In addition, the Borrower and Holdings each hereby represent and warrant that the respective execution and
delivery by the Borrower and Holdings of this Third Amendment and the respective performance by the Borrower and Holdings of all of their respective agreements and obligations under the Credit
Agreement as amended hereby are within the respective corporate authority of the Borrower and Holdings and have been duly authorized by all necessary corporate action on the part of each of the
Borrower and Holdings.
§7. Ratification, Etc. Except as expressly amended hereby, the Credit Agreement and all
documents, instruments and agreements related thereto, including, but not limited to the Security
Documents, are hereby ratified and confirmed in all respects and shall continue in full force and effect. The Credit Agreement and this Third Amendment shall be read and construed as a single
agreement. All references in the Credit Agreement or any related agreement or instrument to the Credit Agreement shall hereafter refer to the Credit Agreement as amended hereby.
§8. No Waiver. Nothing contained herein shall constitute a waiver of, impair or otherwise
affect any Obligations, any other obligation of the Borrower or Holdings or any rights of the Agent or the Banks consequent thereon.
§9. Counterparts. This Third Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but which together shall constitute one and the same instrument.
§10. Governing Law. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed instrument as of the date first set forth
above.
|
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| FARGO ELECTRONICS, INC.
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By:
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Name:
Title:
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| FARGO ELECTRONICS HOLDINGS, LLC
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By:
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Name:
Title:
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| BANKBOSTON, N.A.
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By:
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|
Xxxx X. Xxxxxxx
Vice President
|
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| U.S. BANK, N.A.
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By:
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Title:
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| IMPERIAL BANK
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By:
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Title:
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| FIRST SOURCE FINANCIAL LLC
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By:
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Title:
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| LASALLE BANK NATIONAL ASSOCIATION
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By:
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Title:
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