EXHIBIT 2
AMENDMENT NO. 2 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment No. 2"),
dated as of January 12, 1998, is made among DECISIONONE CORPORATION, a Delaware
corporation (the "Borrower"), the various financial institutions from time to
time parties thereto (collectively, the "Lenders"), DLJ CAPITAL FUNDING, INC.,
as syndication agent (the "Syndication Agent") for the Lenders, BANKBOSTON,
N.A., as documentation agent (the "Documentation Agent") for the Lenders, and
NATIONSBANK OF TEXAS, N.A., as administrative agent (the "Administrative Agent",
and, together with the Syndication Agent, the "Agents") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agents are parties to a
Credit Agreement, dated as of August 7, 1997 and amended as of September 17,
1997 (as modified and supplemented and in effect from time to time, the "Credit
Agreement"); and
WHEREAS, the Borrower has requested that the Lenders amend the
definition of "Adjusted EBITDA" contained in the Credit Agreement; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART I.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment No. 2, including
its preamble and recitals, have the following meanings (such meanings to be
equally applicable to the singular and plural forms thereof):
"Amendment No. 2" is defined in the preamble.
"Amendment Effective Date" is defined in Subpart 3.1.
"Credit Agreement" is defined in the first recital.
SUBPART I.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment No. 2, including its
preamble and recitals, have the meanings ascribed thereto in the Credit
Agreement.
PART II
AMENDMENT TO CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Credit Agreement is hereby amended in accordance with this Part II.
Except to the extent amended by this Amendment No. 2, the Credit Agreement is
and shall continue to be in full force and effect and is hereby ratified and
confirmed in all respects.
SUBPART II.1. Amendment to Section 1.1. The definition of "Adjusted
EBITDA" contained in Section 1.1 of the Credit Agreement is hereby amended by
(i) relettering existing clause "(f)" of such definition as clause "(g)" and
(ii) immediately prior thereto, inserting the word "plus" and a new clause "(f)"
to such definition to read in its entirety as set forth below:
"plus
(f) the amount deducted in determining Net Income representing
expenses for consulting services performed by XxXxxxx Xxxxxx Associates
in connection with the Borrower's field operations re-engineering
program."
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART III.1. Effective Date. This Amendment No. 2 shall be and become
effective upon the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Subpart 3.1 (the "Amendment Effective Date").
SUBPART III.1.1. Execution of Counterparts. The Agents shall have
received counterparts of this Amendment No. 2 duly executed by the Borrower and
each of the Required Lenders (or evidence thereof satisfactory to the Agents).
SUBPART III.2. Limitation. Except as expressly provided hereby, all of
the representations, warranties, terms, covenants and conditions of the Credit
Agreement and each other Loan Document shall remain unamended and unwaived and
shall continue to be, and shall remain, in full force and effect in accordance
with their respective terms. The amendments, modifications and consents set
forth herein shall be limited precisely as provided for herein, and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any other
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term or provision of the Credit Agreement or of any term or provision of any
other Loan Document or other instrument referred to therein or herein, or of any
transaction or further or future action on the part of the Borrower or any other
Person which would require the consent of the Agents or any of the Lenders under
the Credit Agreement or any such other Loan Document or instrument.
PART IV
MISCELLANEOUS
SUBPART IV.1. Cross-References. References in this Amendment No. 2 to
any Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment No. 2. References in this Amendment No. 2 to any Article or
Section are, unless otherwise specified, to such Article or Section of the
Credit Agreement.
SUBPART IV.2. Loan Document Pursuant to Credit Agreement. This
Amendment No. 2 is a Loan Document executed pursuant to the Credit Agreement and
shall (unless otherwise expressly indicated therein) be construed, administered
and applied in accordance with the terms and provisions of the Agreement, as
amended hereby, including Article X thereof.
SUBPART IV.3. Counterparts, etc. This Amendment No. 2 may be executed
by the parties hereto in several counterparts, each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
Agreement.
SUBPART IV.4. Governing Law. THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SUBPART IV.5. Successors and Assigns. This Amendment No. 2 shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be executed by their respective officers hereunto duly authorized as of the
day and year first above written.
DECISIONONE CORPORATION
By: _____________________________
Title: __________________________
DLJ CAPITAL FUNDING, INC.,
as the Syndication Agent
and as Lender
By: _____________________________
Title: __________________________
NATIONSBANK OF TEXAS, N.A.,
as the Administrative Agent
and as Lender
By: _____________________________
Title: __________________________
BANKBOSTON, N.A.,
as the Documentation Agent
and as Lender
By: _____________________________
Title: __________________________
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LENDERS:
BANK OF MONTREAL
By: ___________________________
Name:
Title:
-0-
XXX XXXX XX XXXX XXXXXX
By:________________________________
Name:
Title:
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: _________________________________
Name:
Title:
-0-
XXXXXX XXXXXXXXX XX XXXXXXXX
XXXXXXXXX
By: _________________________________
Name:
Title:
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CORESTATES BANK, N.A.
By: _________________________________
Name:
Title:
-9-
CREDIT LYONNAIS NEW YORK BRANCH
By: _________________________________
Name:
Title:
-00-
XXX XXXXX XXXXXXXX XXXX XX XXXXXXX
By: _________________________________
Name:
Title:
-00-
XXX XXXX XXXX, XXXXXXX
XXX XXXX BRANCH
By: _________________________________
Name:
Title:
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IMPERIAL BANK, A CALIFORNIA BANKING
CORPORATION
By: _________________________________
Name:
Title:
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THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By: _________________________________
Name:
Title:
-00-
XXXXXX XXXX LTD. - NEW YORK BRANCH
By: _________________________________
Name:
Title:
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THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: _________________________________
Name:
Title:
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PNC BANK, NATIONAL ASSOCIATION
By: _________________________________
Name:
Title:
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THE SAKURA BANK, LTD.
By: _________________________________
Name:
Title:
-00-
XXX XXXXXXXX XXXX, XXXXXXX,
XXX XXXX BRANCH
By: _________________________________
Name:
Title:
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XXXXX FARGO BANK, N.A.
By: _________________________________
Name:
Title:
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CAPTIVA FINANCE LTD.
By: _________________________________
Name:
Title:
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CAPTIVA II FINANCE LTD.
By: _________________________________
Name:
Title:
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KZH HOLDING CORPORATION III
By: _________________________________
Name:
Title:
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INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital Luxembourg,
as Collateral Manager
By: _________________________________
Name:
Title:
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By: _________________________________
Name:
Title:
-00-
XXXXXXXXXXX XXXXXXXXXX PARTNERS I,
LTD.,
By: CypressTree Investment Management
Company, as Portfolio Manager
By: _________________________________
Name:
Title:
-00-
XXXXXXXXX COMPANY
By: Pilgrim America Investments, Inc.
As its Investment Manager
By: _________________________________
Name:
Title:
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By: PPM AMERICA, INC., as attorney in fact,
on behalf of Xxxxxxx National Life
Insurance Company
By: _________________________________
Name:
Title:
-28-
CIBC INC.
By: _________________________________
Name:
Title:
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DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management
as Investment Advisor
By: _________________________________
Name:
Title:
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CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company
Its Investment Manager
By: _________________________________
Name:
Title:
-00-
XXX XXXXXX XXXXXXXX CAPITAL PRIME
RATE INCOME TRUST
By: _________________________________
Name:
Title:
-32-
NEW YORK LIFE INSURANCE COMPANY
By: _________________________________
Name:
Title:
-33-
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
By: _________________________________
Name:
Title:
-34-
PRIME INCOME TRUST
By: _________________________________
Name:
Title:
-35-
KZH-ING-I CORPORATION
By: _________________________________
Name:
Title:
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ROYALTON COMPANY
By: Pacific Investment Management Company,
as its Investment Advisor
By: _______________________________
Name:
Title:
-00-
XXXX XXXXXXXXXX FUND, INC.
By: _______________________________
Name:
Title:
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ALLSTATE INSURANCE COMPANY
By: _______________________________
Name:
Title:
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CITIBANK, N.A.
By: _______________________________
Name:
Title:
-00-
XXX-XXXXXX XXXXXXXXXXX
By: ______________________________
Name:
Title:
-41-
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By: _______________________________
Name:
Title:
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FLOATING RATE PORTFOLIO
By: Chancellor LGT Senior Secured
Management Inc., as attorney
in fact
By: _______________________________
Name:
Title:
-00-
XXX-XXXXXXXX XXXXXXXXXXX
By: _______________________________
Name:
Title:
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CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By: TCW Asset Management Company
as Attorney-in-Fact
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
-00-
XXXXXXXXXX XXXXXXX, X.X.X.
By: _______________________________
Name:
Title:
-00-
XXXXXX XXXX, N.A.
By: _______________________________
Name:
Title:
-47-
BANKBOSTON, N.A.
By: _______________________________
Name:
Title:
-00-
Xxxxxxx Xxxxx Global Investment
Series: INCOME STRATEGIES
PORTFOLIO
By: Xxxxxxx Xxxxx Asset
Management, L.P., as Investor
Advisor
By: _______________________________
Name:
Title:
-00-
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By: _______________________________
Name:
Title:
-50-
OCTAGON CREDIT INVESTORS LOAN
PORTFOLIO (a unit of the Chase
Manhattan Bank)
By: _______________________________
Name:
Title:
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XXX XXXXXX CLO I, LIMITED
By: _______________________________
Name:
Title:
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