Exhibit 10.2
AMENDMENT NO. 4 TO CREDIT AGREEMENT
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This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment") is entered
into as of this _____ day of October, 1997 by and between COLORSPAN CORPORATION
(f/k/a 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
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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, that Second Amendment to
Credit Agreement dated as of January 31, 1997, that Third Amendment to Credit
Agreement dated as of May 14, 1997 (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 Schedules.
Schedule H to the Credit Agreement is amended as follows:
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(i) Clause (c) is amended and restated to read in its entirety as
follows:
c) Minimum Net Worth. Borrower and its Subsidiaries (other than
LaserMaster Europe) on a consolidated basis shall maintain Net Worth
equal to or greater than the following respective amounts measured
as of the last day of the following respective quarters:
Fiscal Quarter Ending Minimum Net Worth
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June 30, 1997 ($5,441,000)
September 30, 1997 ($7,767,000)
December 31, 1997 ($7,636,000)
March 31, 1998 ($7,660,000)
June 30, 1998 ($7,083,000)
(ii) Clause (d) is amended and restated 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, for 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 the following ratios for the following respective
periods:
Period Ratio
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Twelve months ended June 30, 1997 (4.74)
Three months ended September 30, 1997 (2.20)
Six months ended December 31, 1997 .12
Nine months ended March 31, 1998 .68
Twelve months ended June 30, 1998 and as of
the last day of each Fiscal Month thereafter 1.43
SECTION 2. Representations and Warranties.
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2.1 Borrower. Borrower represents and warranties that:
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(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 or 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
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(d) no Default or Event of Default will exist or result after giving
effect hereto.
SECTION 3. Conditions to Effectiveness.
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This Amendment will be effective upon satisfaction of the following
conditions:
(a) Execution and delivery of four counter-parts of this Amendment by
each of the parties hereto.
(b) Payment to the Agent of an Amendment Fee in the amount of $50,000,
which amount Agent is authorized to charge to the outstanding balance of the
Revolving Loan upon execution and delivery of this Amendment by Borrower.
SECTION 4. Reference to and Effect Upon the Credit Agreement.
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(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 or 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 refer to the Credit Agreement as amended
hereby.
SECTION 5. Waiver. In consideration of the foregoing, Borrower
hereby waives, and covenants not to xxx Agent with respect to, any and all
claims it may have against Agent, whether known or unknown, arising in tort, by
contract or otherwise prior to the date hereof.
SECTION 6. 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 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.
SECTION 8. 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.
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SECTION 9. 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]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
COLORSPAN CORPORATION
By:_____________________________
Title:___________________________
Revolving Credit Loan GENERAL ELECTRIC CAPITAL
Commitment: $10,000,000 CORPORATION, as Agent
By:_____________________________
Title:___________________________
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