AMENDMENT XX. 0
Xxxxxxxxx Xx. 0 (this "Amendment"), dated as of May 12, 1999, to the
Credit Agreement (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), dated as of August 27, 1997, by and among VIDEO
SERVICES CORPORATION, VSC MAL CORP., the Lenders party thereto, and KEYBANK
NATIONAL ASSOCIATION, as the Issuer and as the Agent.
RECITALS
I. Capitalized terms used herein which are not otherwise defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.
II. The Borrower and the Agent wish to amend the Credit Agreement upon the
terms, and subject to the conditions, herein contained.
Therefore, in consideration of the Recitals, the terms and conditions
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Agent hereby
agree as follows:
1. Paragraph (a) of the definition of "Applicable Margin" contained in
Section 1.1(b) of the Credit Agreement is amended by adding the following
at the end thereof:
During the period commencing on May 12, 1999 and ending on the last
date that the Compliance Certificate in respect of the fiscal quarter
ended March 31, 1999 is due (but not overdue) in accordance with
Section 7.7(d), (i) with respect to Revolving Credit Eurodollar
Advances, Term Loan Eurodollar Advances and the Letter of Credit Fee,
2.500%, and (ii) with respect to the Commitment Fee, 0.375%.
2. Paragraphs (b) and (c) of the definition of "Applicable Margin"
contained in Section 1.1(b) of the Credit Agreement are amended and
restated in their entirety as follows:
(b) Except as otherwise provided in paragraph (a) above, at
all times during which the applicable period set forth below is in
effect: (i) with respect to Revolving Credit Eurodollar Advances and
Term Loan Eurodollar Advances, the applicable margin set forth below
under the heading "Eurodollar", (ii) with respect to the Commitment
Fee, the applicable margin set forth below under the heading
"Commitment Fee", and (iii) with respect to the Letter of Credit Fee,
the applicable margin set forth below under the heading "LC Fee":
When the Commitment
Leverage Ratio is : Eurodollar Fee LC Fee
> 4.00 3.00% 0.500% 3.00%
> 3.75 < 4.00 2.75% 0.500% 2.75%
-
> 3.30 < 3.75 2.50% 0.375% 2.50%
-
> 3.00 < 3.30 2.00% 0.375% 2.00%
-
> 2.50 < 3.00 1.75% 0.375% 1.75%
-
> 2.00 < 2.50 1.50% 0.375% 1.50%
-
> 1.25 < 2.00 1.25% 0.250% 1.25%
-
<1.25 1.00% 0.250% 1.00%
(c) Changes in the Applicable Margin resulting from a change
in the Leverage Ratio shall become effective on the last date upon
which the Compliance Certificate with respect to each fiscal quarter is
due (but not overdue) pursuant to Section 7.7(d).
3. The definition of "Adjusted EBITDA" contained in Section 1.1(b) of
the Credit Agreement is deleted in its entirety.
4. The definition of "Capital Expenditures" contained in Section
1.1(b) of the Credit Agreement is amended and restated in its entirety as
follows:
"Capital Expenditures": shall mean, with respect to any Person
for any period, (a) the aggregate of all expenditures incurred by such
Person during that period which, in accordance with GAAP, are or should
be included in "additions to property, plant or equipment" or similar
items reflected in the statement of cash flows of such Person (other
than the portion of the purchase price of any Operating Entity which,
under GAAP, would be recorded as such additions), plus (b) for purposes
of Section 8.6 only, on and after July 1, 1999, the fair market value
of Property subject to an operating lease determined as of the time
such Person enters into or renews the operating lease.
5. The definition of "Fixed Charge Coverage Ratio" contained in
Section 1.1(b) of the Credit Agreement is amended by deleting the word
"Adjusted" in each place it appears therein.
6. Clause (d) of the first sentence of the definition of "Fixed
Charges" contained in Section 1.1(b) of the Credit Agreement is amended and
restated in its entirety as follows:
(d) all income taxes paid by the Borrower and the Subsidiaries during
such period net of all tax refunds received by the Borrower and the
Subsidiaries during such period.
7. Section 2.4(i) of the Credit Agreement is amended and restated in
its entirety as follows:
(i) in the case of Revolving Credit Loans (x) through May 15, 1999, (a)
for general working capital purposes, (b) up to $10,000,000 in
aggregate principal amount, for Additional Permitted Acquisitions, and
(c) to pay fees and expenses in connection with the Merger, and (y)
thereafter, for general working capital purposes, and
8. Section 7.11 of the Credit Agreement is amended and restated in its
entirety as follows:
7.11 Leverage Ratio
At each fiscal quarter end occurring during each
period set forth below, have a Leverage Ratio not greater than the
ratio set forth adjacent to such period:
Period Ratio
September 30, 1997 through
March 31, 1998 3.00:1.00
April 1, 1998 through
December 31, 1998 3.30:1.00
January 1, 1999 through
March 31, 1999 4.00:1.00
April 1, 1999 through
June 30, 1999 4.35:1.00
July 1, 1999 through
September 30, 1999 4.25:1.00
October 1, 1999 through
December 31, 1999 4.00:1.00
January 1, 2000 through
March 31, 2000 3.50:1.00
April 1, 2000 through
March 31, 2001 3.00:1.00
April 1, 2001 through
March 31, 2002 2.50:1.00
April 1, 2002
and thereafter 2.00:1.00
9. Section 7.12 of the Credit Agreement is amended and restated in its
entirety as follows:
7.12 Fixed Charge Coverage Ratio
At each fiscal quarter end occurring during each
period set forth below, have a Fixed Charge Coverage Ratio not less
than the ratio set forth adjacent to such period:
Period Ratio
September 30, 1997 through
June 30, 1998 1.00:1.00
July 1, 1998 through
September 30, 1998 0.90:1.00
October 1, 1998 through
December 31, 1998 0.80:1.00
January 1, 1999 and
thereafter 1.00:1.00
10. Section 7.13 of the Credit Agreement is amended and restated in
its entirety as follows:
7.13 Minimum Net Worth
At each fiscal quarter end during each period set
forth below, have a Net Worth equal to no less than the amount set
forth below adjacent to such period:
Period Net Worth
January 1, 1999 through
March 31, 1999 $19,000,000
April 1, 1999 through
March 31, 2000 $18,500,000
April 1, 2000 through
March 31, 2001 $19,000,000
April 1, 2001 through
March 31, 2002 $19,500,000
April 1, 2002 and
thereafter $20,000,000
For purposes of this Section 7.13, "Net Worth" shall mean, as of any
date, (i) all assets of the Borrower and the Subsidiaries on a
Consolidated basis, minus (ii) all liabilities of the Borrower and the
Subsidiaries on a Consolidated basis.
11. Section 8.4(e) of the Credit Agreement is deleted in its entirety.
12. Section 8.6(a) of the Credit Agreement is amended by replacing the
amount "$10,000,000" at the end thereof with the following phrase:
the sum of $6,000,000 plus the net cash proceeds, if any, received by
the Borrower and the Subsidiaries during such fiscal year arising out
of equipment dispositions by the Borrower and the Subsidiaries.
13. Paragraphs 1 - 12 of this Amendment shall not be effective until
such date as each of the following conditions shall have been satisfied:
(a) Required Lenders shall have consented to the execution and
delivery hereof by the Agent.
(b) The Borrower shall have paid to the Agent, for the account of
the Lenders pro rata based upon their respective credit exposures
under the Credit Agreement, an amendment fee in the sum of $100,000.
(c) The Borrower shall have paid the reasonable fees and
disbursements of Special Counsel incurred in connection with this
Amendment.
14. The Borrower hereby (a) reaffirms and admits the validity and
enforceability of all the Loan Documents and its obligations thereunder,
(b) agrees and admits that it has no valid defenses to or offsets against
any such obligation, (c) represents and warrants that, immediately after
giving effect to this Amendment, no Default or Event of Default has
occurred or is continuing, (d) agrees to pay the reasonable fees and
disbursements of Special Counsel to the Agent incurred in connection with
the preparation, negotiation and closing of this Amendment, and (e)
represents and warrants that each of the representations and warranties
made by it in the Loan Documents is true and correct with the same effect
as though such representation and warranty had been made on the date
hereof.
15. In all other respects, the Loan Documents shall remain in full
force and effect, and no amendment in respect of any term or condition of
any Loan Document contained herein shall be deemed to be an amendment in
respect of any other term or condition contained in any Loan Document.
16. This Amendment may be executed in any number of counterparts all
of which, taken together, shall constitute one Amendment. In making proof
of this Amendment, it shall only be necessary to produce the counterpart
executed and delivered by the party to be charged.
17. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED
TO BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
AMENDMENT NO. 2
VIDEO SERVICES CREDIT AGREEMENT
AS EVIDENCE of the agreement by the parties hereto to the terms and
conditions herein contained, each such party has caused this Amendment to be
duly executed on its behalf.
VIDEO SERVICES CORPORATION
By:/s/Xxxxxx X. Xxxxx
---------------------
Name:Xxxxxx X. Xxxxx
Title:Vice President & Chief Financial Officer
VSC MAL CORP.
By:/s/Xxxxxx X. Xxxxx
----------------------
Name:Xxxxxx X. Xxxxx
Title:President
KEYBANK NATIONAL ASSOCIATION, in its
capacity as a Lender, as the
Issuer, and as the Agent
By:/s/Xxxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxxx Xxxxxxxx
Title:Sr. Vice President
SUMMIT BANK
By: /s/J. Xxxxxxx Xxxxxxx
--------------------------
Name:J. Xxxxxxx Xxxxxxx
Title:Vice President and Regional Manager
