EIGHTH AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (this "Amendment Agreement") is made and entered into,
effective as of this 30th day of September, 1999, by and among XXXXXXX AMERICAS
CORPORATION, a Delaware corporation ("BAM"), XXXXXXX TECHNOLOGY
LIMITED, a Bermuda corporation ("BTL" and together with BAM, the "Borrowers"),
XXXXXXX TECHNOLOGY COMPANY, INC., a Delaware corporation ("Xxxxxxx" and
together with the Borrowers, the "Credit Parties"), BANK OF AMERICA, N.A.,
successor in interest to NationsBank, N.A., as Agent ("Bank of America" or the
"Agent"), BANK OF AMERICA, N.A., as a Lender, and BANKBOSTON, N.A. (successor
in interest to Bank of Boston Connecticut), as a Lender ("BankBoston").
W I T N E S S E T H:
WHEREAS, the Credit Parties, the Lenders and the Agent have entered into that
certain Amended and Restated Revolving Credit Agreement dated as of December
31, 1995 (as heretofore or hereafter amended, modified, supplemented, amended
and restated or replaced, the "Credit Agreement"), pursuant to which the Lenders
have agreed to make certain revolving credit loans to the Borrowers; and
WHEREAS, the parties hereto desire to further amend the Credit Agreement in the
manner herein set forth;
WHEREAS, the Borrowers have requested that the Agent and the Lenders make
certain amendments to the Credit Agreement (the "Amendments");
WHEREAS, in consideration for the Borrowers' acknowledgment and acceptance of
the terms of this Amendment Agreement, the Agent and Lenders are willing to make
the Amendments;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. The term "Credit Agreement" or "Agreement" (as the case may be)
as used herein and in the Loan Documents shall mean the Credit Agreement as
hereby amended and modified, and as further amended, modified, supplemented,
amended and restated or replaced from time to time as permitted thereby. Unless
the context otherwise requires, all terms used herein without definition shall
have the definitions provided therefor in the Credit Agreement.
2. Credit Agreement Amendments. Subject to the conditions hereof, the Credit
Agreement is hereby amended as set forth below. The amendments contained in
Sections 2(a), (c) and (d) hereof shall be effective as of September 30, 1999
and the amendment contained in Section 2(b) hereof shall be effective as of
November 4, 1999.
(a) The definition of "1999 Special Charges" in Section 1.1 is hereby deleted
in its entirety and the following is inserted in replacement thereof:
"1999 Special Charges" means special charges to income
taken by Borrowers during the four consecutive Fiscal Quarter
periods ending March 31, 1999 and June 30, 1999 in the amounts
not to exceed $2,400,000 and $900,000, respectively, which
special charges relate to (a) claims associated with Xxxxxxx'x
former pre-press operations or (b) staff layoffs and plant closings."
(b) The definition of "Applicable Margin" in Section 1.1 is hereby deleted in
its entirety and the following is inserted in replacement thereof:
"Applicable Margin" means the margin set forth below
opposite the applicable Consolidated Indebtedness for Money
Borrowed/Cash Flow Ratio with respect to the LIBOR Loans:
Consolidated Indebtedness for Applicable
Money Borrowed/Cash Flow Ratio Margin
Less than 2.00 to 1.00 1.375%
Less than or equal to 1.625%
2.50 to 1.00 and greater
than or equal to 2.00
to 1.00
Less than or equal to 1.875%
3.00 to 1.00 and greater
than 2.50 to 1.00
Less than or equal to 2.125%
3.50 to 1.00 and greater
than 3.00 to 1.00
Greater than 3.50 to 1.00 2.375%
The Applicable Margin shall be adjusted on each Rate Change
Date based upon the Consolidated Indebtedness for Money
Borrowed/Cash Flow Ratio for the period comprised of the four
consecutive Fiscal Quarters ended on the immediately preceding
Calculation Date, to be the margin set out above opposite the
applicable Consolidated Indebtedness for Money Borrowed/Cash
Flow Ratio. Such change in the Applicable Margin shall be
applicable to all LIBOR Loans extended, renewed, continued or
converted on or after such Rate Change Date. If Consolidated
Cash Flow shall be equal to or less than zero for any period of
calculation of the Consolidated Indebtedness for Money
Borrowed/Cash Flow Ratio, the Applicable Margin shall be the
highest percentage set forth above for such period."
(c) The definition of "Consolidated Fixed Charge Ratio" in Section 1.1 of the
Credit Agreement is hereby amended by deleting the following clause:
"provided further that for the purposes of calculating the
Consolidated Fixed Charge Ratio for the period of the four
consecutive Fiscal Quarters ended June 30, 1999, the effect of the
1999 Special Charges shall also be excluded;"
and inserting the following in replacement thereof:
"provided further that for the purposes of calculating the
Consolidated Fixed Charge Ratio, the effect of the 1999 Special
Charges shall also be excluded;"
(d) Section 8.1(d) of the Credit Agreement is hereby deleted in its entirety
and the following is inserted in replacement thereof:
"(d) Fixed Charge Ratio. Permit the Consolidated
Fixed Charge Ratio for any period to be less than 1.15 to 1.00.
The foregoing notwithstanding, if at any time after
September 30, 1999, any current maturities of Funded Debt
related to the Senior Note Documents are prepaid, extended or
altered in any respect such that they no longer qualify or are no
longer categorized as current maturities of Funded Debt, then the
required minimum Consolidated Fixed Charge Ratio shall
thereafter be 2.50 to 1.00, provided that if all current maturities
with respect to the Senior Note Documents subsequently qualify,
and are categorized, as current maturities of Funded Debt, then
the required minimum Consolidated Fixed Charge Ratio shall
revert to the applicable level set forth above."
3. Representations and Warranties. Each Credit Party hereby certifies that:
(a) The representations and warranties made by each Credit Party in Article
VI of the Credit Agreement are true on and as of the date hereof, with the same
effect as though such representations and warranties were made on the date
hereof.
(b) There has been no material change in the condition, financial or
otherwise, of Xxxxxxx, any Borrower or any of their respective Subsidiaries
since the date of the most recent financial reports of Xxxxxxx and the Borrowers
received by each Lender under Section 7.1 of the Credit Agreement;
(c) The business and properties of each Credit Party and any of their
respective Subsidiaries are not, and since the date of the most recent financial
reports of Xxxxxxx and the Borrowers received by each Lender under Section 7.1
of the Credit Agreement have not been, adversely affected in any substantial way
as the result of any fire, explosion, earthquake, accident, strike, lockout,
combination of workmen, flood, embargo, riot, activities of armed forces, war or
acts of God or the public enemy, or cancellation or loss of any major contracts;
and
(d) No event has occurred and no condition exists which, upon the
effectiveness of the amendments contemplated hereby, will constitute a Default
or an Event of Default on the part of any Credit Party under the Credit
Agreement or any other Loan Document either immediately or with the lapse of
time or the giving of notice, or both.
4. Conditions Precedent. The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of (a) five (5) counterparts of this
Amendment Agreement duly executed by all signatories hereto and (b) all fees
payable by the Borrowers to the Agent and the Lenders on or before the date
hereof.
5. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. None of the terms or conditions of
this Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except in accordance with the terms of the
Credit Agreement.
6. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
7. Counterparts. This Amendment Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
8. Credit Agreement and Other Loan Documents. All references in any of the
Loan Documents to the "Credit Agreement" shall mean the Credit Agreement as
amended hereby.
9. Reimbursement. The Borrowers agree to reimburse the Agent and the Lenders
for all costs and out-of-pocket expenses, including attorneys' fees, incurred in
connection with the preparation, execution, and delivery of this Amendment
Agreement.
[Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed by their duly authorized officers, all as of the day and
year first above written.
BORROWERS AND CREDIT PARTIES:
XXXXXXX AMERICAS CORPORATION, as Borrower
and Credit Party
By: ____________________________________________
Name: __________________________________________
Title:___________________________________________
XXXXXXX TECHNOLOGY LIMITED, as Borrower and
Credit Party
By: ____________________________________________
Name: __________________________________________
Title: ___________________________________________
XXXXXXX TECHNOLOGY COMPANY, INC., as Credit Party
By:_____________________________________________
Name: __________________________________________
Title:___________________________________________
AGENT:
BANK OF AMERICA, N.A., successor in interest to
NationsBank, N.A., as Agent for the Lenders
By: ____________________________________________
Name:__________________________________________
Title:___________________________________________
LENDERS:
BANK OF AMERICA, N.A., successor in interest to
NationsBank, N.A., as Lender
By: ___________________________________________
Name:_________________________________________
Title:__________________________________________
BANKBOSTON, N.A., successor in interest to Bank of
Boston Connecticut, as Lender
By: ____________________________________________
Name:__________________________________________
Title:___________________________________________
Doc. No.309979
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