Exhibit 10.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") is
entered into as of this 14th day of May, 1997 by and between LASERMASTER
CORPORATION, a Minnesota corporation ("Borrower"), and GENERAL ELECTRIC CAPITAL
CORPORATION, a New York corporation as Agent and Lender ("Agent"). Unless
otherwise specified herein, capitalized terms used in this Amendment shall have
the meanings ascribed to them by the Credit Agreement (as hereinafter defined).
RECITALS
WHEREAS, Borrower and Agent have entered into that certain
Credit Agreement, dated as of January 17, 1996, as amended by that certain First
Amendment to Credit Agreement, dated as of May 15, 1996 (as further amended,
supplemented, restated or otherwise modified from time to time, the "Credit
Agreement"); and
WHEREAS, Borrower and Agent wish to enter into certain
amendments to the Credit Agreement, all as more fully set forth herein;
NOW THEREFORE, in consideration of the mutual covenants herein
and other good and valuable consideration, the parties hereto agree as follows:
SECTION 1. Amendments to the Credit Agreement and Schedule
Schedule H to the Credit Agreement is amended as follows:
(i) clause (c) is amended and restated to read in its entirety
as follows:
(c) Minimum Net Worth. Borrower and it Subsidiaries
(other than LaserMaster Europe) on a consolidated basis shall
maintain from March 31, 1997 through June 30, 1997 Net Worth
equal to or greater than $1,930,000, and a Net Worth equal to
greater than $2,500,000 at all times thereafter.
(ii) clause (d) is amended and restated as to read in its
entirety as follows:
(d) Minimum Debt Service Coverage Ratio. Borrower and
its Subsidiaries (other than LaserMaster Europe) on a
consolidated basis shall have at the end of each Fiscal Month,
a Debt Service Coverage Ratio for the 12-month period then
ended (or for the Fiscal Months ending on or before June 30,
1997, the period of July 1, 1996 to such date) of not less
than .23 to 1.0 with respect to the Fiscal Months ending March
31, 1997, April 30, 1997 and May 31, 1997 and not less than
1.0 to 1.0 with respect to each Fiscal Month ending
thereafter.
SECTION 2. Representations and Warranties.
2.1 Borrower. Borrower represents and warrants that:
(a) the execution, delivery and performance by Borrower of
this Amendment have been duly authorized by all necessary corporate action and
this Amendment is a legal, valid and binding obligation of Borrower enforceable
against Borrower in accordance with its terms, except as the enforcement thereof
may be subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law);
(b) each of the representations and warranties contained in
the Credit Agreement is true and correct in all material respects on and as of
the date hereof as if made on the date hereof, except to the extent that such
representations and warranties expressly relate to an earlier date;
(c) neither the execution, delivery and performance of this
Amendment nor the consummation of the transactions contemplated hereby does or
shall contravene, result in a breach of, or violate (i) any provision of
Borrower's certificate or articles of incorporation or bylaws, (ii) any law or
regulation, or any order or decree of any court or government instrumentality or
(iii) indenture, mortgage, deed of trust, lease, agreement or other instrument
to which Borrower or any of its Subsidiaries is a party to by which Borrower or
any of its Subsidiaries or any of their property is bound, except in any such
case to the extent such conflict or breach has been waived by a written waiver
document a copy of which has been delivered to Agent on or before the date
hereof; and
(d) no Default or Event of Default will exist or result after
giving effect hereto.
SECTION 3. Reference to and Effect Upon the Credit Agreement
(a) Except as specifically amended above, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Agent
or any Lender under the Credit Agreement or any Loan Document, nor constitute a
waiver of any provision of the Credit Agreement or any Loan Document, except as
specifically set forth herein. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.
SECTION 4. Costs and Expenses. As provided in Section 11.3 of the
Credit Agreement, Borrower agrees to reimburse Agent for all fees, costs and
expenses, including the fees, costs and expenses of counsel or other advisors
for advice, assistance, or other representation in connection with this
Amendment.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF
LAW PROVISIONS) OF THE STATE OF ILLINOIS.
SECTION 6. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.
SECTION 7. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.
[signature pages follow]
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date and year first above written.
LASERMASTER CORPORATION
By:__________________________
Title:_______________________
Revolving Credit Loan GENERAL ELECTRIC CAPITAL CORPORATION
Commitment: $10,000,000 as Agent
By:__________________________
Title:_______________________
