Exhibit 10.1
EXECUTION COPY
FIFTH AMENDMENT, dated as of April 2, 1999 (this "AMENDMENT"), to the
CREDIT AGREEMENT, dated as of October 2, 1997, as amended by the Global
Amendment and Assignment and Acceptance, dated as of October 20, 1997, the
Second Amendment, dated as of March 13, 1998, the Third Amendment, dated as of
May 8, 1998, and the Fourth Amendment, dated as of September 25, 1998 (as
further amended, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"), among AXIOHM TRANSACTION SOLUTIONS, INC. (f/k/a DH
Technology, Inc.), a California corporation (the "BORROWER"), the several banks
and other financial institutions or entities from time to time parties to the
Credit Agreement (the "LENDERS"), XXXXXX BROTHERS INC., as arranger, XXXXXX
COMMERCIAL PAPER INC., as syndication agent (in such capacities, the
"SYNDICATION AGENT"), and UNION BANK OF CALIFORNIA, N.A., as administrative
agent (the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, the Borrower, the Syndication Agent, the Administrative Agent
and the Lenders are parties to the Credit Agreement; and
WHEREAS, the parties wish to amend the Credit Agreement to effectuate
certain changes requested by the Borrower and the Administrative Agent, all as
set forth in this Amendment;
NOW THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
SECTION 1. DEFINITIONS.
1.1 DEFINED TERMS. Unless otherwise defined herein and except as set
forth in this Amendment, terms defined in the Credit Agreement are used herein
as therein defined.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT.
2.1 AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT.
(a) The following definition is hereby added to Section 1.1 of the
Credit Agreement in its proper alphabetical order:
"'FIFTH AMENDMENT EFFECTIVE DATE': the date on which the Fifth
Amendment, dated as of April 2, 1999, to this Agreement became effective in
accordance with the terms thereof."
(b) The definition of the term "L/C Commitment" is hereby amended by
deleting such definition in its entirety and by substituting in lieu thereof the
following:
"'L/C COMMITMENT': $5,000,000."
(c) The definition of the term "Revolving Credit Commitment" is hereby
amended by deleting such definition in its entirety and by substituting in lieu
thereof the following:
"'REVOLVING CREDIT COMMITMENT': as to any Lender, the obligation of
such Lender, if any, to make Revolving Credit Loans and participate in
Swing Line Loans and Letters of Credit, in an aggregate principal and/or
face amount not to exceed the amount set forth under the heading "Revolving
Credit Commitment" opposite such Lender's name on Schedule 1.1A to the
Disclosure Letter or in the Assignment and Acceptance pursuant to which
such Lender became a party hereto, as the same may be changed from time to
time pursuant to the terms hereof; PROVIDED that, effective on and as of
July 3, 1999, the Revolving Credit Commitment of each Lender shall equal
the amount set forth under the heading "Revolving Credit Commitment as of
July 3, 1999" opposite such Lender's name on Schedule 1.1A to the
Disclosure Letter."
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(d) The definition of the term "Scheduled Revolving Credit Termination
Date" is hereby amended by deleting the reference to the date "October 2, 2002"
contained therein and replacing it with the date "February 1, 2001."
(e) The definition of the term "Swing Line Commitment" is hereby
amended by deleting such definition in its entirety and by substituting in lieu
thereof the following:
"'SWING LINE COMMITMENT': the obligation of the Swing Line Lender to
make Swing Line Loans pursuant to Section 2.23 in an aggregate principal
amount at any one time outstanding not to exceed $3,214,286 and, effective
on and as of July 3, 1999, $2,571,429."
2.2 AMENDMENT TO SECTION 2.3(a) OF THE CREDIT AGREEMENT. Section
2.3(a) is hereby amended by deleting such Section 2.3(a) in its entirety and by
substituting in lieu thereof the following:
"(a) The Tranche A Term Loan of each Tranche A Lender shall mature in
13 consecutive quarterly installments, commencing on March 31, 1998, each
of which shall be in an amount equal to such Lender's Tranche A Term Loan
Percentage multiplied by the amount set forth below opposite such
installment:
Installment Principal Amount
----------- ----------------
March 31, 1998 $700,000
June 30, 1998 700,000
September 30, 1998 700,000
December 31, 1998 700,000
March 31, 1999 1,850,000
June 30, 1999 1,850,000
September 30, 1999 1,850,000
December 31, 1999 1,850,000
March 31, 2000 1,850,000
June 30, 2000 1,850,000
September 30, 2000 1,850,000
December 31, 2000 1,850,000
February 1, 2001 13,900,000"
2.3 AMENDMENT OF SECTION 2.3(b) OF THE CREDIT AGREEMENT. Section
2.3(b) of the Credit Agreement is hereby amended by deleting such Section 2.3(b)
in its entirety and by substituting in lieu thereof the following:
"(b) The Tranche B Term Loan of each Tranche B Lender shall mature in
17 consecutive quarterly installments, commencing on March 31, 1998, each
of which shall be in an amount equal to such Lender's Tranche B Term Loan
Percentage multiplied by the amount set forth below opposite such
installment:
Installment Principal Amount
----------- ----------------
March 31, 1998 $100,000
June 30, 1998 100,000
September 30, 1998 100,000
December 31, 1998 100,000
March 31, 1999 100,000
June 30, 1999 100,000
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September 30, 1999 100,000
December 31, 1999 100,000
March 31, 2000 100,000
June 30, 2000 100,000
September 30, 2000 100,000
December 31, 2000 100,000
March 31, 2001 100,000
June 30, 2001 100,000
September 30, 2001 100,000
December 31, 2001 100,000
February 1, 2002 12,650,000"
2.4 AMENDMENT OF SECTION 2.7 (a) OF THE CREDIT AGREEMENT. Section
2.7(a) of the Credit Agreement is hereby amended by deleting the reference to
the figure ".375%" therein and by replacing it with the figure ".50%."
2.5 AMENDMENT TO SECTION 7.1 OF THE CREDIT AGREEMENT. Section 7.1 of
the Credit Agreement is hereby amended by deleting such Section 7.1 in its
entirety and by substituting in lieu thereof the following:
"7.1 FINANCIAL CONDITION COVENANTS.
(a) CONSOLIDATED LEVERAGE RATIO. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters
of the Borrower (or, if less, the number of full fiscal quarters subsequent
to the Closing Date) ending with any fiscal quarter set forth below to
exceed the ratio set forth below opposite such fiscal quarter:
Consolidated
Fiscal Quarter Leverage Ratio
-------------- --------------
FYE 1997 5.50 to 1.00
FQE 1 1998 5.50 to 1.00
FQE 2 1998 5.50 to 1.00
FQE 3 1998 5.50 to 1.00
FYE 1998 5.50 to 1.00
FQE 1 1999 6.00 to 1.00
FQE 2 1999 6.40 to 1.00
FQE 3 1999 6.00 to 1.00
FYE 1999 5.25 to 1.00
FQE 1 2000 5.25 to 1.00
FQE 2 2000 5.25 to 1.00
FQE 3 2000 5.25 to 1.00
FYE 2000 4.75 to 1.00
FQE 1 2001 4.75 to 1.00
FQE 2 2001 4.75 to 1.00
FQE 3 2001 4.75 to 1.00
Thereafter 3.75 to 1.00
; PROVIDED, that for the purposes of determining the ratio described
above for the fiscal quarters of the Borrower ending FYE 1997, FQE 1 1998
and FQE 2 1998, Consolidated EBITDA for the relevant period shall be deemed
to equal Consolidated EBITDA for such fiscal quarter (and, in the case of
the latter two such determinations, each previous fiscal quarter commencing
after the Closing Date) MULTIPLIED BY 4, 2 and 4/3, respectively.
(b) CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower (or, if less, the number of full fiscal quarters subsequent
to the Closing Date) ending with any fiscal quarter set forth below to be
less than the ratio set forth below opposite such fiscal quarter:
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Consolidated Interest
Fiscal Quarter Coverage Ratio
-------------- --------------
FYE 1997 1.75 to 1.00
FQE 1 1998 1.50 to 1.00
FQE 2 1998 1.70 to 1.00
FQE 3 1998 1.90 to 1.00
FYE 1998 1.80 to 1.00
FQE 1 1999 1.65 to 1.00
FQE 2 1999 1.55 to 1.00
FQE 3 1999 1.75 to 1.00
FYE 1999 1.90 to 1.00
FQE 1 2000 1.90 to 1.00
FQE 2 2000 1.90 to 1.00
FQE 3 2000 1.90 to 1.00
FYE 2000 2.00 to 1.00
FQE 1 2001 2.00 to 1.00
FQE 2 2001 2.00 to 1.00
FQE 3 2001 2.00 to 1.00
Thereafter 2.50 to 1.00
(c) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Permit the Consolidated
Fixed Charge Coverage Ratio for any period of four consecutive fiscal
quarters of the Borrower ending with any fiscal quarter set forth below to
be less than the ratio set forth below opposite such fiscal quarter:
Consolidated Fixed
Fiscal Quarter Charge Coverage Ratio
-------------- ---------------------
FQE 3 1998 1.45 to 1.00
FYE 1998 1.25 to 1.00
FQE 1 1999 1.05 to 1.00
FQE 2 1999 0.85 to 1.00
FQE 3 1999 1.00 to 1.00
FYE 1999 1.05 to 1.00
FQE 1 2000 1.05 to 1.00
FQE 2 2000 1.05 to 1.00
FQE 3 2000 1.05 to 1.00
FYE 2000 1.10 to 1.00
FQE 1 2001 1.10 to 1.00
FQE 2 2001 1.10 to 1.00
FQE 3 2001 1.10 to 1.00
Thereafter 1.15 to 1.00"
2.6 AMENDMENT TO SECTION 7.2(i) OF THE CREDIT AGREEMENT. Section
7.2(i) of the Credit Agreement is hereby amended by deleting each reference to
the figure "$10,000,000" therein and by replacing it with the figure
"$3,000,000" in each instance.
2.7 AMENDMENT OF ANNEX A. Annex A is hereby amended by deleting such
Annex A in its entirety and substituting in lieu thereof the following:
"PRICING GRID FOR REVOLVING CREDIT LOANS, SWING LINE LOANS AND
TRANCHE A TERM LOANS
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Consolidated Leverage Ratio Applicable Margin Applicable Margin
for Eurodollar for Base Rate
Loans Loans
--------------------------------------------------------------------------------
Greater than or equal to 5.00 to 1.00 3.25% 2.25%
--------------------------------------------------------------------------------
Less than 5.00 to 1.00 but greater than 3.00% 2.00%
or equal to 4.25 to 1.00
--------------------------------------------------------------------------------
Less than 4.25 to 1.00 but greater than 2.75% 1.75%
or equal to 3.50 to 1.00
--------------------------------------------------------------------------------
Less than 3.50 to 1.00 but greater than 2.50% 1.50%
or equal to 3.00 to 1.00
--------------------------------------------------------------------------------
Less than 3.00 to 1.00 but greater than 2.25% 1.25%
or equal to 2.50 to 1.00
--------------------------------------------------------------------------------
Less than 2.50 to 1.00 2.00% 1.00%
--------------------------------------------------------------------------------
PRICING GRID FOR TRANCHE B TERM LOANS
Consolidated Leverage Ratio Applicable Margin Applicable Margin
for Eurodollar for Base Rate
Loans Loans
--------------------------------------------------------------------------------
Greater than or equal to 5.00 to 1.00 3.50% 2.50%
--------------------------------------------------------------------------------
Less than 5.00 to 1.00 3.25% 2.25%
--------------------------------------------------------------------------------
Changes in the Applicable Margin with respect to Revolving Credit Loans, Tranche
A Term Loans and Tranche B Term Loans resulting from changes in the Consolidated
Leverage Ratio shall become effective on the date (the "ADJUSTMENT DATE") on
which financial statements are delivered to the Lenders pursuant to Section 6.1
(but in any event not later than the 45th day after the end of each of the first
three quarterly periods of each fiscal year or the 90th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph. In addition, effective on and
as of each Adjustment Date, the Applicable Margin with respect to Revolving
Credit Loans, Tranche A Term Loans and Tranche B Terms Loans, at all levels
within the Pricing Grid, shall increase by 0.125%; PROVIDED that, such increases
in the Applicable Margin shall not exceed 0.50% from the levels in effect prior
to the Fifth Amendment Effective Date. If any financial statements referred to
above are not delivered within the time periods specified above, then, until
such financial statements are delivered, the Consolidated Leverage Ratio as at
the end of the fiscal period that would have been covered thereby shall for the
purposes of this definition be deemed to be greater than 5.00 to 1.00. In
addition, at all times while an Event of Default shall have occurred and be
continuing, the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than 5.00 to 1.00. Each determination of the
Consolidated Leverage Ratio pursuant to this definition shall be made with
respect to the period of four consecutive fiscal quarters of the Borrower ending
at the end of the period covered by the relevant financial statements."
SECTION 3. AMENDMENT OF DISCLOSURE LETTER.
3.1 SCHEDULE 1.1A. Schedule 1.1A to the Disclosure Letter is hereby
amended by deleting the existing Schedule 1.1A in its entirety and by
substituting in lieu thereof the Schedule 1.1A attached hereto as Exhibit A.
SECTION 4. MISCELLANEOUS.
4.1 EFFECTIVENESS. This Amendment shall become effective as of the
date hereof when (i) the Administrative Agent shall have received counterparts
of this Amendment, duly executed and delivered by the
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Borrower, the Required Lenders and the Administrative Agent and (ii) each Lender
party to this Amendment shall have received (x) an amendment fee equal to 0.375%
of the total Commitment of such Lender if approval from such Lender is received
on or prior to April 2, 1999 or (y) an amendment fee equal to 0.1875% of the
total Commitment of such Lender if approval from such Lender is received on or
prior to April 9, 1999.
4.2 REPRESENTATIONS AND WARRANTIES. After giving effect to the
amendments contained herein, on the Effective Date, the Borrower hereby (i)
confirms, reaffirms and restates the representations and warranties set forth in
Section 4 of the Credit Agreement; PROVIDED that each reference in such Section
4 to "this Agreement" shall be deemed to be a reference both to this Amendment
and to the Credit Agreement as amended by this Amendment and (ii) confirms that
no Default or Event of Default shall have occurred and be continuing.
4.3 CONTINUING EFFECT; NO OTHER AMENDMENTS. Except as expressly
amended or waived hereby, all of the terms and provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect. The amendments contained herein shall not constitute an amendment or
waiver of any other provision of the Credit Agreement or the other Loan
Documents or for any purpose except as expressly set forth herein.
4.4 COUNTERPARTS. This Amendment may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all the counterparts shall together constitute one and
the same instrument.
4.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.6 EXPENSES. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation and execution of this Amendment,
including, without limitation, the fees and disbursements of counsel to the
Administrative Agent.
4.7 SUCCESS FEE. The Borrower agrees that upon either the execution of
any amendment to the Credit Agreement or the termination of the Credit Agreement
in connection with its consummation of any transaction of the type currently
prohibited by Sections 7.4 and 7.5 of the Credit Agreement, the Borrower will
pay to the Administrative Agent, for the benefit of each Lender, a fee equal to
0.75% of the total Commitments as of such date.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of the
date first above written.
AXIOHM TRANSACTION SOLUTIONS, INC.
By:
Title:
UNION BANK OF CALIFORNIA, N.A., as
Administrative Agent and as a Lender
By:
Title:
XXXXXX COMMERCIAL PAPER INC., as
Syndication Agent and as a Lender
By:
Title:
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SOUTHERN PACIFIC BANK
By:
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
Title:
By:
Title:
BSB BANK & TRUST COMPANY
By:
Title:
IMPERIAL BANK, A CALIFORNIA BANKING CORPORATION
By:
Title:
MELLON BANK, N.A.
By:
Title:
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SOCIETE GENERALE
By:
Title:
BANQUE NATIONALE DE PARIS
By:
Title:
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-Bank Aktiengesellschaft, acting through
its New York Branch, as attorney-in-fact
By:
Title:
By:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By:
Title
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