SECOND AMENDMENT, dated as of June 30, 1999 (this "Amendment"), to the
Credit Agreement, dated as of May 28, 1998 (the "Credit Agreement"; unless
otherwise defined herein, capitalized terms which are defined in the Credit
Agreement are used herein as defined therein), among PANAVISION INC., a
Delaware corporation (the "Borrower") the several banks and other financial
institutions or entities from time to time parties thereto (the "Lenders").
CHASE SECURITIES INC., as advisor and arranger, CREDIT SUISSE FIRST BOSTON, as
documentation agent, and THE CHASE MANHATTAN BANK, as administrative agent (in
such capacity, the "Administrative Agent").
WITNESSETH:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower; and
WHEREAS, the Borrower has requested, and, upon this Amendment becoming
effective, the Lenders have agreed, that certain provisions of the Credit
Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in consideration of the premises, the
parties hereto hereby agree as follows:
SECTION I. AMENDMENTS
1.1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement is
hereby amended by deleting therefrom the definition of the following defined
terms in their entireties and inserting in lieu thereof the following new
definitions in proper alphabetical order:
"Applicable Margin": for each Type of Loan, the rate per annum set
forth under the relevant column heading below:
ALTERNATE BASE EURODOLLAR
RATE LOANS LOANS
---------- -----
Revolving Credit Loans 1.25% 2.25%
Tranche A Term Loans 1.25% 2.25%
Tranche B Term Loans 1.50% 2.50%
provided that on and after the first Adjustment Date (as defined below)
occurring after the Closing Date, the Applicable Margin with respect to
Revolving Credit Loans, Tranche A Term Loans and Tranche B Term Loans will be
determined as follows:
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Applicable Margin Applicable Margin
for Eurodollar Loans for ABR Loans
-------------------------------------- ---------------------------------------
Revolving Tranche A Tranche B Revolving Tranche A Tranche B
Consolidated Credit Term Term Credit Term Term
Total Leverage Ratio Loans Loans Loans Loans Loans Loans
----------------------------------------------------------------------------------------------------------------
(greater than or equal
to) 7.00 to 1.00 3.25% 3.25% 3.50% 2.25% 2.25% 2.50%
(less than) 7.00 to 1.00
but (greater than or equal
to) 6.50 to 1.00 3.00% 3.00% 3.25% 2.00% 2.00% 2.25%
(less than) 6.50 to 1.00
but (greater than or equal
to) 6.00 to 1.00 2.75% 2.75% 3.00% 1.75% 1.75% 2.00%
(less than) 6.00 to 1.00
but (greater than or equal
to) 5.50 to 1.00 2.50% 2.50% 2.75% 1.50% 1.50% 1.75%
(less than) 5.50 to 1.00
but (greater than or equal
to) 5.00 to 1.00 2.25% 2.25% 2.50% 1.25% 1.25% 1.50%
(less than) 5.00 to 1.00
but (greater than or equal
to) 4.50 to 1.00 2.00% 2.00% 2.25% 1.00% 1.00% 1.25%
(less than) 4.50 to 1.00
but (greater than or equal
to) 4.00 to 1.00 1.75% 1.75% 2.25% 0.75% 0.75% 1.25%
(less than) 4.00 to 1.00 1.50% 1.50% 2.25% 0.50% 0.50% 1.25%
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
Total 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 50th day after the end of each of the
first three quarterly periods of each fiscal year or the 105th 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. 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
Total 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 7.00 to 1.00. In addition, at all times while an Event of Default
shall have occurred and be continuing, the Consolidated Total Leverage Ratio
shall for the purposes of this definition be deemed to be greater than 7.00 to
1.00. Each determination of the Consolidated Total 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."
"Consolidated EBITDA": for any period, for the Borrower and its
Subsidiaries, the sum of the following (without duplication): (a) Consolidated
Net Income for such period (calculated after eliminating extraordinary gains and
losses and unusual items) plus (b) income and other taxes (to the extent
deducted in determining Consolidated Net Income) for such period plus (c)
depreciation and amortization and
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other non-cash charges (to the extent deducted in determining Consolidated Net
Income) for such period plus (d) the aggregate amount of Consolidated Interest
Expense for such period minus (e) the aggregate amount of interest income for
such period plus (f) the aggregate amount of up-front or one-time fees or
expenses payable in respect of Rate Hedging Agreements during such period (to
the extent deducted in determining Consolidated Net Income for such period)
plus (g) the amount of unrealized foreign exchange losses (net of any gains)
(or minus the amount of unrealized foreign exchange gains (net of any losses))
plus (h) Transaction Charges (to the extent deducted in determining
Consolidated Net Income) plus (i) the items set forth on Schedule 1.1B with
respect to the 1998 second fiscal quarter of the Borrower plus (j) to the
extent deducted in determining Consolidated Net Income in such period, the
amendment fees paid or payable in such period in respect of the Second
Amendment dated as of June 30, 1999 to this Agreement. For purposes of this
definition, Consolidated EBITDA for the fiscal quarters ended June 30, 1997,
September 30, 1997 and December 31, 1997 shall be $14,805,000, $21,663,000 and
$18,497,000, respectively.
"Foreign Working Capital Line": any committed, advised or unadvised
line of credit or other credit facility made available by any Leader or any
affiliate of any Lender or any other Person to a Foreign Subsidiary and, as the
context may require, any outstanding obligation from time to time of such
Foreign Subsidiary owing thereunder.
"Obligations": the unpaid principal of and interest on (including,
without limitation, interest accruing after the maturity of the Loans and
Reimbursement Obligations and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans
and all other obligations and liabilities of the Borrower to the Administrative
Agent or to any Lender (or, in the case of Rate Hedging Agreements, any
affiliate of any Lender or, in the case of Foreign Working Capital Lines, any
affiliate of any Lender), whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred, which may arise
under, out of, or in connection with, this Agreement, any other Loan Document,
the Letters of Credit, any Rate Hedging Agreement entered into with any Lender
or any affiliate of any Lender, any guarantee by the Borrower of any Foreign
Working Capital Lines provided by any affiliate of any Lender, or any other
document made, delivered or given in connection herewith or therewith, whether
on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including, without limitation, all fees, charges
and disbursements of counsel to the Administrative Agent or to any Lender that
are required to be paid by the Borrower pursuant hereto) or otherwise.
1.2 Amendment to Section 5.2. Section 5.2 of the Credit Agreement is
hereby amended by adding thereto a new Section 5.2(c) reading in its entirety as
follows:
(c) Foreign Working Capital Lines. On such date and after giving effect
to the extension of credit requested to be made on such date, the aggregate
principal amount of the
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Revolving Extensions of Credit and the aggregate principal amount outstanding of
the Foreign Working Capital Lines shall not exceed the aggregate amount of the
Revolving Credit Commitments, and the Borrower shall have provided a certificate
to such effect including the supporting calculations.
1.3. Amendment to Section 7.1. Section 7.1. of the Credit Agreement is
hereby amended by deleting Sections (a) and (b) in their entireties and
substituting in lieu thereof the following:
"(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total
Leverage Ratio as at the last day of any fiscal quarter which day shall
occur during the following periods to exceed the following respective
ratios:
Consolidated Total
Period Leverage Ratio
------ --------------
April 1, 1999 to June 30, 2000 7.50 to 1.00
July 1, 2000 to June 30, 2001 7.25 to 1.00
July 1, 2001 to December 31, 2001 6.75 to 1.00
January 1, 2002 to June 30, 2002 5.50 to 1.00
July 1, 2002 and thereafter 5.00 to 1.00
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower (x) ending during the period June 30, 1999 to December 31,
2001, to be less than 2.25 to 1.00 and (y) ending thereafter, to be less
than 2.50 to 1.00; provided that (i) for the purposes of determining the
ratio described above for the fiscal quarter of the Borrower ending
September 30, 1998 (the first date for which such ratio shall be calculated
hereunder), Consolidated Interest Expense shall be an amount equal to the
Consolidated Interest Expense for the fiscal quarter ending September 30,
1998 multiplied by 4, (ii) for purposes of determining the ratio described
above for the fiscal quarter of the Borrower ending December 31, 1998,
Consolidated Interest Expense shall be an amount equal to the sum of
Consolidated Interest Expense for the fiscal quarters ending September 30,
1998 and December 31, 1998 multiplied by two and (iii) for purposes of
determining the ratio described above for the fiscal quarter of the Borrower
ending March 31, 1999, Consolidated Interest Expense shall be an amount
equal to the sum of Consolidated Interest Expense for the fiscal quarters
ending September 30, 1998, December 31, 1998 and March 31, 1999 multiplied
by 4/3.**
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1.4. Amendment to Section 7.2. Section 7.2 of the Credit Agreement is
hereby amended by deleting subsection 7.2(h) in its entirety and replacing in
lieu thereof the following:
"(h) Guarantee Obligations of the Borrower in respect of Indebtedness
of any Wholly Owned Subsidiary Guarantor and the Foreign Capital Working Lines
to the extent such Indebtedness is not prohibited by this Agreement.
1.5. Amendment to Section 7.2. Section 7.2 of the Credit Agreement is
hereby amended by (i) deleting the "and" at the end of Section 7.2(h), (ii)
deleting the period at the end of Section 7.2(i) and substituting it for";
and" and (iii) adding the following Section 7.2(j):
"(j) Indebtedness in respect of any Foreign Working Capital Lines,
provided that the aggregate principal amount outstanding of such
Indebtedness (calculated without duplication of any guarantee thereof at any
time outstanding) does not exceed the lesser of (x) $5,000,000 or (y) the
aggregate Available Revolving Credit Commitment."
1.6. Amendment to Section 7.3. Section 7.3 of the Credit Agreement is
hereby amended by (i) deleting the "and" at the end of Section 7.3(n), (ii)
deleting the period at the end of Section 7.3(o) and substituting it for";
and" and (iii) adding the following Section 7.3(p):
"(p) Liens on the assets of any Foreign Subsidiary to secure its
obligations in respect of Indebtedness of such Foreign Subsidiary under
any Foreign Working Capital Lines of Credit permitted under Section
7.2(j)."
1.7. Amendment to Section 7.7. The Credit Agreement is hereby amended
by deleting Section 7.7 in its entirety and substituting in lieu thereof the
following:
"7.7. Limitation on Capital Expenditures. Make or commit to make any
Capital Expenditure, except (a) Capital Expenditures of the Borrower and
its Subsidiaries in the ordinary course of business not exceeding
$45,000,000 for the 1998 fiscal year of the Borrower, $35,000,000 for the
1999 fiscal year of the Borrower, $30,000,000 per fiscal year for the
2000-2001 fiscal years of the Borrower, and $52,000,000 in each fiscal
year of the Borrower thereafter; provided that (i) up to $15,000,000 of
any such amount referred to above, if not so expended in the fiscal year
for which it is permitted, may be carried over for expenditure in the next
succeeding fiscal year and (ii) Capital Expenditures made pursuant to this
clause (a) during any fiscal year shall be deemed made, first, in respect
of amounts carried over from the prior fiscal year pursuant to subclause
(i) above and, second, in respect of amounts permitted for such fiscal year
as provided above; (b) Capital Expenditures made with the proceeds of any
event which would be a Recovery Event but for the second parenthetical
clause in the definition thereof; (c) Capital Expenditures made in
connection with a new facility to be leased by Panavision Europe Limited
located at Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx XX0 ONN,
6
United Kingdom with the proceeds of the Disposition of facilities owned by
Panavision Europe Limited located at Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxx XXX
XXX, Xxxxxx Xxxxxxx and Wycombe Road, Wembley, Middlesex HAO IQN, United
Kingdom; (d) Capital Expenditures made with Excess Cash Flow not required to
be applied to the prepayment of the Term Loans and/or the reduction of the
Revolving Credit Commitments pursuant to Section 2.10(b); and (e) Capital
Expenditures made with the proceeds of any Dispositions of Property by the
Borrower or its Subsidiaries pursuant to Section 7.5(a)(1).
SECTION II. MISCELLANEOUS
2.1. Conditions to Effectiveness of Amendment. This Amendment shall
become effective as of the date first set forth above (the "Second Amendment
Effective Date") upon satisfaction of the following conditions:
(a) The Administrative Agent shall have received counterparts of this
Amendment duly executed and delivered by the Borrower, the Administrative
Agent and the Required Lenders; and
(b) The Administrative Agent shall have received, for the account of
each Lender executing this Amendment, an amendment fee equal to 1/4% of each
such Lender's Commitment.
Interest that is payable after the Second Amendment Effective Date but that
accrued prior thereto shall be payable at the interest rates in effect prior to
this Amendment becoming effective.
2.2. Representations and Warranties. The Borrower represents and
warrants to each Lender that as of the effective date of this Amendment: (a)
this Amendment constitutes the legal, valid and binding obligation of the
Borrower, enforceable against it in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting creditors' rights
generally, by general equitable principles (whether enforcement is sought by
proceedings in equity or at law) and an implied covenant of good faith and fair
dealing; (b) the representations and warranties made by the Loan Parties in the
Loan Documents are true and correct in all material respects on and as of the
date hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date); and (c) no Default or Event of
Default shall have occurred and be continuing as of the date hereof.
2.3. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and and all of said counter parts taken together shall
be deemed to constitute one and
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the same instrument. A set of the copies of this Amendment signed by all the
parties shall be lodged with the Borrower and the Administrative Agent. The
execution and delivery of the Amendment by any Lender shall be binding upon each
of its successors and assigns (including Transferees of its commitments and
Loans in whole or in part prior to effectiveness hereof) and binding in respect
of all of its commitments and Loans, including any acquired subsequent to its
execution and delivery hereof and prior to the effectiveness hereof.
2.4. Continuing Effect: No Other Amendments. Except to the extent the
Credit Agreement is expressly amended 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. This Amendment shall constitute a Loan Document.
2.5. Payment of Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred to date in connection with this Amendment and the other Loan
Documents, including, without limitation, the reasonable fees and disbursements
of legal counsel to the Administrative Agent.
2.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective proper and duly
authorized officers as of the day and year first above written.
PANAVISION INC.
By: /s/ Xxxxxx X. Page
--------------------------------------
Name: Xxxxxx X. Page
Title: CAO
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By:
--------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON, as
Documentation Agent and as a Lender
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
ABN AMRO BANK N.V.
By:
--------------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
--------------------------------------
Name:
Title:
BANQUE WORMS CAPITAL CORPORATION
By:
--------------------------------------
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
Its Investment Manager
By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
XXXXX XXXXX MANAGEMENT SENIOR
LOAN FUND
By:
--------------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By:
--------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By:
--------------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
--------------------------------------
Name:
Title:
KZH CRESCENT-2 LLC
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH CYPRESSTREE-1 LLC
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH ING-2 LLC
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
KZH SOLEIL LLC
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
XXXXXX SYNDICATED LOAN FUNDING
By:
--------------------------------------
Name:
Title:
LLOYDS TSB BANK PLC
By: /s/
--------------------------------------
Name:
Title: Vice President
By: /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Assistant Vice President
R156
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By:
--------------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By:
--------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By:
--------------------------------------
Name:
Title:
MSDW PRIME INCOME TRUST
By:
--------------------------------------
Name:
Title:
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
ML DEBT STRATEGIES FUND, INC.
By:
-------------------------------------
Name:
Title:
NATEXIS BANQUE
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
PILGRIM AMERICA HIGH INCOME
INVESTMENT
By: Pilgrim Investments, Inc.,
as its Investment Manager
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.,
as its Investment Manager
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:
--------------------------------------
Name:
Title:
SEQUILS-PILGRIM I, LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SOCIETE GENERALE
By:
--------------------------------------
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
--------------------------------------
Name:
Title:
XXX XXXXXX CLO 1, LIMITED
By: XXX XXXXXX
MANAGEMENT INC.,
as Collateral Manager
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Sr. Vice Pres. & Director
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By:
--------------------------------------
Name:
Title:
