DESCRIPTION - First Amendment to Credit Agreement between Xxxxx Fargo Bank
and Auto-Graphics, Inc. dated May 12, 1997.
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of June 23, 1997, by and between AUTOGRAPHICS, INC., a California
corporation ("Borrower"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION
("Bank")
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank
dated as of May 12, 1997, as amended from time to time ("Credit
Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 4. 8 (d) is hereby deleted in its entirety, and the following
substituted therefor:
"(d) EBITDA Coverage Ratio not less than 2.00 to 1.00 as of each
fiscal year end and not less than 1.75 to 1.00 as of the end of each
fiscal quarter excluding quarter ending 12/31, on a rolling four-quarter
basis, with "EBITDA" defined as net profit before tax plus interest
expenses (net of capitalized interest expense), depreciation expense and
amortization expense, and with "EBITDA Coverage Ratio" defined as EBITDA
divided by the aggregate of total interest expense plus the prior period
current maturity of long-term debt and the prior period current maturity
of subordinated debt."
2. Except as specifically provided herein, all terms and conditions of
the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the
same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.
3. Borrower hereby remakes all representations and warranties contained
in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there
exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of
time or both would constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
AUTO-GRAPHICS, INC. XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By: Ss/Xxxxxx X. Xxxx By: Ss/Xxxx X. Xxxxx
Xxxxxx X. Xxxx Xxxx X. Xxxxx
President Vice President
