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EXHIBIT 4.1.7
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to Amended and Restated Credit Agreement (this
"Amendment") is dated as of December 15, 1999, by and among XxXXXXX RENTCORP, a
California corporation (the "Borrower"), the banks listed on the signature pages
hereof (individually a "Bank" and collectively "Banks"), and UNION BANK OF
CALIFORNIA, N.A., as agent (the "Agent") for Banks.
Recitals
A. Agent, Banks and Borrower are parties to an Amended and Restated Loan
Agreement dated as of June 30, 1999 (as amended, modified and supplemented from
time to time, the "Credit Agreement").
B. Borrower wishes to increase the aggregate Commitment from the Banks
from $75 million to $100 million and to relax the minimum tangible net worth
requirements of the Credit Agreement. Banks are willing to so increase the
Commitment and to amend the Credit Agreement in other respects on and subject to
the terms and conditions set forth in this Amendment.
C. Each capitalized term used but not otherwise defined herein shall
have the meaning ascribed thereto in the Credit Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
This Amendment shall be deemed to be an amendment to the Credit
Agreement and shall not be construed in any way as a replacement or substitution
therefor. All of the terms and conditions of, and terms defined in, this
Amendment are hereby incorporated by reference into the Credit Agreement as if
such terms and provisions were set forth in full therein.
1.1 Borrower has requested that Banks amend the Credit Agreement in
certain respects, including the extension of additional credit in the form of a
$25 million increase in the Commitment. Banks are willing to increase the
Commitment and to amend the Credit Agreement on the terms and conditions set
forth in this Amendment .
1.2 Article 1 of the Credit Agreement, entitled "Definitions," is hereby
amended as follows:
(a) The definition of "Commitment" is amended by replacing the
reference to "Seventy-Five Million Dollars ($75,000,000)" therein to "One
Hundred Million Dollars ($100,000,000)."
(b) A new defined term "Leverage Ratio" is added, as follows:
"Leverage Ratio" means, as of any date of determination, the
ratio of Borrower's Liabilities as of such date to Tangible Net
Worth as of such date.
(c) The first sentence of Section 1.2 of the Credit Agreement,
"Accounting Terms," is hereby amended and restated in its entirety, to read
follows:
"All accounting terms not specifically defined in this Agreement
shall be construed, and all financial data and ratios required to
be submitted pursuant to this Agreement shall be prepared in
conformity with GAAP and on a consolidated basis for Borrower and
its Subsidiaries, except as otherwise specifically provided in
this Agreement."
1.3 Section 2.3.2 of the Credit Agreement is hereby amended and restated
in its entirety as follows:
2.3.2 Rate Options and Applicable Margins. The Rate Options and
Applicable Margins for Loans shall be determined based upon the
type of Loan and the current Leverage Ratio, as set forth in the
table below:
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TYPE OF LOAN/ APPLICABLE MARGIN APPLICABLE MARGIN ON
RATE OPTION LEVERAGE RATIO ON REVOLVING LOANS TERM LOANS
----------- -------------- ------------------ --------------------
Eurodollar Loans/ Equal to or greater 1.25% 1.50%
Interbank Rate than 2.25 to 1.00
(Reserve
Adjusted):
Equal to or greater 1.00% 1.25%
than 1.75 to 1.00
but less than 2.25
to 1.00
Equal to or greater 0.85% 1.10%
than 1.25 to 1.00
but less than 1.75
to 1.00
Less than 1.25 to 0.70% 0.95%
1.00
Reference Rate
Loans/Reference [Not applicable] 0.00% 0.25%
Rate:
The Applicable Margin shall be subject to reduction or increase,
as applicable and as set forth in the table above, on a quarterly
basis according to the performance of Borrower as measured by the
Leverage Ratio for the immediately preceding fiscal quarter of
Borrower. Any such increase or reduction in the Applicable Margin
shall be effective on the next Business Day after receipt by
Agent of the applicable financial statements and the
corresponding Compliance Certificate. If the financial statements
and the Compliance Certificate of Borrower setting forth the
Leverage Ratio is not received by the Agent by the date required
pursuant to this Agreement, the Applicable Margin shall be
determined as if the Leverage Ratio exceeds 2.25 to 1.00,
commencing on the date when Borrower's time to deliver such
financial statements and Compliance Certificate shall have
expired and continuing until such time as such financial
statements and Compliance Certificate are received and any Event
of Default resulting from a failure to timely deliver such
financial statements or Compliance Certificate has been waived in
writing by the Required Banks.
Effective as of the date of this Amendment and continuing until
the next adjustment required under Section 2.3.2, the Applicable Margin on
outstanding Revolving Loans is 0.85%, based on Borrower's most recently reported
Leverage Ratio.
1.4 The form of Compliance Certificate referenced in Section 7.3(c) of
the Credit Agreement and attached thereto as Exhibit A is hereby replaced in its
entirety with the form of Compliance Certificate attached to this Amendment as
Exhibit "A".
1.5 Section 7.11(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:
(a) Tangible Net Worth at all times of at least the sum of (i)
Seventy-Five Million Dollars ($75,000,000), plus (ii) fifty percent
(50%) of Borrower's Net Income (without reduction for any Net Loss)
generated after September 30, 1999, plus (iii) ninety percent (90%)
of the proceeds from the issuance of Borrower's capital stock after
September 30, 1999, excluding the first Two Million Dollars
($2,000,000) of such proceeds from the exercise of stock options
after September 30, 1999.
1.6 A new Section 10.9 is added to Article 10 of the Credit Agreement,
as follows:
10.9 IRS WITHHOLDING REPRESENTATION. Each Bank represents and
warrants that it is entitled to receive any payments hereunder
without the withholding of any tax and will furnish to Agent such
forms, certifications, statements and other documents as Agent may
request from time to time to evidence such Bank's exemption from the
withholding of any tax imposed by any jurisdiction or to enable
Agent to comply with any applicable laws or regulations relating
thereto.
Without limiting the effect of the foregoing, if any Bank is not
created or organized under the laws of the United States or any
state thereof, such Bank further represents and warrants that it is
engaged in the conduct of a business within the United States and
that the payments made hereunder are or are reasonably
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expected to be effectively connected with the conduct of that trade
or business and are or will be includible in its gross income or, if
Bank is not engaged in a U.S. trade or business with which such
payments are effectively connected, that such Bank is entitled to
the benefits of a tax convention which exempts the income from U.S.
withholding tax and that it has satisfied all requirements to
qualify for the exemption from tax.
Each Bank agrees that it will, immediately upon the request of
Agent, furnish to Agent Form 4224 or Form 1001 of the Internal
Revenue Service, or such other forms, certifications, statements or
documents, duly executed and completed by such Bank as evidence of
its exemption from the withholding of U.S. tax with respect thereto.
If any Bank determines that, as a result of any change in applicable
law, regulation, or treaty or in any official application or
interpretation thereof, it ceases to qualify for exemption from any
tax imposed by any jurisdiction with respect to payments made
hereunder, such Bank shall promptly notify Agent of such fact and
Agent may, but shall not be required to withhold the amount of any
such applicable tax from amounts paid to such Bank hereunder. Agent
shall not be obligated to make any payments hereunder to such Bank
in respect of its Loans until such Bank shall have furnished to
Agent the requested form, certification, statement or document and
may withhold the amount of such applicable tax from amounts paid to
Bank hereunder.
Each Bank shall reimburse, indemnify and hold Agent harmless for any
and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed upon, incurred by or
asserted against Agent due to its reliance upon the representation
hereby made that such Bank is exempt from withholding of tax. Unless
Agent receives written notice to the contrary, each Bank shall be
deemed to have made the representations contained in this Section
and in each subsequent tax year of such Bank.
1.7 For purposes of Section 11.20 of the Credit Agreement, the addresses
of the parties set forth on the signature pages to this Amendment shall
supercede, and be used for notices and other communications after the date
hereof instead of the addresses set forth on the signature pages to the Credit
Agreement.
ARTICLE II
CONDITIONS TO EFFECTIVENESS
OF AMENDMENT
2.1 The effectiveness of this Amendment is subject to the fulfillment to
the satisfaction of Agent, in its sole discretion, of the following conditions
precedent:
(a) Borrower shall have executed and delivered to Banks this
Amendment, and the three (3) replacement Revolving Notes, one payable to each
Bank, in the form attached hereto as Exhibit "B";
(b) Borrower shall have paid to Agent for ratable distribution to
Banks, a one-time facility fee in the amount of $40,000 in connection with the
increase in the Commitment and this Amendment, and shall have reimbursed Agent
its costs and expenses, including attorneys' fees and costs not to exceed
$1,500.00, incurred in connection with the negotiation, preparation and closing
of this Amendment.
(c) Agent shall have received appropriate authorization
documents, including borrowing resolutions and certificates of incumbency,
confirming to Agent's satisfaction that all necessary corporate and
organizational actions have been taken to authorize Borrower to enter into this
Amendment ; and
(d) Agent shall have received such other documents, instruments
or agreements as Agent may require to effectuate the intents and purposes of
this Amendment.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
Borrower hereby represents and warrants to Agent and each Bank that:
3.1 After giving effect to the amendment of the Credit Agreement
pursuant to this Amendment and the consummation of the transactions contemplated
hereby (i) each of the representations and warranties set forth in Article 6 of
the Credit Agreement is true and correct in all respects as if made on the date
hereof (with references to the Credit Agreement being deemed to include this
Amendment), and (ii) there exists no Default or Event of Default under the
Credit Agreement after giving effect to this Amendment.
3.2 Borrower has full corporate power and authority to execute and
deliver this Amendment, to make and deliver the replacement Revolving Notes, and
to perform the obligations of its part to be performed thereunder and under the
Credit Agreement as amended hereby. Borrower has taken all necessary action,
corporate or otherwise, to authorize the execution and delivery of this
Amendment and each of the documents described herein. No consent or approval of
any person, no consent or approval of any landlord or mortgagee, no waiver of
any lien or similar right and no consent, license, approval or authorization of
any governmental authority or agency is or will be required in connection with
the execution or delivery by Borrower of this Amendment or the performance by
Borrower of the Credit Agreement as amended hereby.
3.3 This Amendment, the replacement Revolving Notes and the Credit
Agreement as amended hereby are, or upon delivery thereof to Banks will be, the
legal, valid and binding obligations of Borrower, enforceable against Borrower
in accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally.
ARTICLE IV
MISCELLANEOUS
4.1 The Credit Agreement, the other Loan Documents and all agreements,
instruments and documents executed and delivered in connection with any of the
foregoing shall each be deemed to be amended hereby to the extent necessary, if
any, to give effect to the provisions of this Amendment. Except as so amended
hereby, the Credit Agreement and the other Loan Documents shall remain in full
force and effect in accordance with their respective terms.
4.2 Borrower agrees to pay Agent on demand reasonable fees and costs of
attorneys up to $1,500.00, incurred by Agent in connection with the preparation,
negotiation and execution of this Amendment and any document required to be
furnished hereunder. IN WITNESS WHEREOF, Borrower, Banks and Agent have executed
this Amendment as of the date set forth in the preamble hereto.
XXXXXXX RENTCORP
---------------------------------------------------
By: Xxxxxx X. Xxxxx
Title: Vice President and Chief Financial Officer
Notice Address:
--------------
0000 Xxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxx, Chief Financial Officer
Fax: (000) 000-0000
UNION BANK OF CALIFORNIA, N.A.,
individually and as Agent
---------------------------------------------------
By: Xxxxxx Xxxx Xxxxxxxxxx
Title: Vice President
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Notice Address: Commitment: $34,000,000
-------------- Pro Rata Share: 34%
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Xx. Xxxxxx Xxxx Xxxxxxxxxx
Fax No.: (000) 000-0000
FLEET BANK, N.A.
----------------------------------------------
By:
Title
Notice Address: Commitment: $33,000,000
-------------- Pro Rata Share: 33%
000 Xxxxxxx Xxxxxx
Mail Stop: 01-08-02
Xxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxxx
Fax No.: (000) 000-0000
BANK OF AMERICA, N.A., formerly known as BANK
OF AMERICA, NATIONAL TRUST AND SAVINGS ASSOCIATION
----------------------------------------------
By: Xxxx X. Xxxxxx
Title Vice President
Notice Address: Commitment: $33,000,000
-------------- Pro Rata Share: 33%
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xx. Xxxx X. Xxxxxx
Fax No.: (000) 000-0000
EXHIBIT "B"
TO
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
[Replacement Revolving Notes]
REVOLVING NOTE
NOT TO EXCEED
$34,000,000.00 San Francisco, California
December __, 1999
FOR VALUE RECEIVED, the undersigned, XxXxxxx Rentcorp, a
California corporation ("Borrower"), promises to pay to UNION BANK OF
CALIFORNIA, N.A. (the "Bank", or order, on or before the Revolving Loan
Termination Date, or as otherwise provided in the Amended and Restated Credit
Agreement dated as of June 30, 1999 among the Borrower, certain banks parties
thereto, and Union Bank of California, N.A., as Agent for the Banks, as from
time to time modified, supplemented or amended, (the "Agreement), the lesser of
(i) the principal sum of THIRTY-FOUR MILLION DOLLARS ($34,000,000) or (ii) the
aggregate
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unpaid principal amount of all Revolving Loans made by the Bank to Borrower
pursuant to the Agreement. Terms defined in the Agreement have the same meanings
herein.
Borrower further promises to pay to the Bank, or order, interest
on the unpaid principal amount hereunder from time to time outstanding from the
date hereof until such amount shall have become due and payable (whether at the
stated maturity, by acceleration, or otherwise) at the rate(s) of interest and
at the times provided in the Agreement. Borrower further promises to pay
interest on any overdue payment of principal and (to the extent permitted by
law) interest as set forth in the Agreement.
Bank is authorized, but not required, to record the date, amount,
type, interest rate and Eurodollar Period (if applicable) of each Loan made by
the Bank to Borrower, and each payment made on account thereof, on its books and
records or on the schedule annexed hereto, and, in the absence of manifest
error, such recordation shall constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that failure by the Bank to make
any such recordation shall not affect any of the Obligations of Borrower.
All payments of principal, interest, fees, or other amounts due
from Borrower hereunder, shall be in Dollars and in immediately available funds,
without setoff, counterclaim or other deduction of any nature, and shall be made
to Agent, at its address set forth on the signature pages of the Agreement,
prior to 10:00 a.m., San Francisco time, on the last date permitted therefor.
Except as otherwise provided in the Agreement, if any payment of
principal or interest hereunder shall become due on a day which is not a
Business Day, such payment shall be made on the next following Business Day and
such extension of time shall be included in computing interest in connection
with such payment.
This Revolving Note is one of the "Revolving Notes" referred to
in, evidences obligations of Borrower under, and is entitled to the benefits of,
the Agreement, which, among other things, provides for the acceleration of the
maturity hereof upon the occurrence of certain circumstances and upon certain
terms and conditions. This Revolving Note supersedes and replaces that certain
Revolving Note dated June 30, 1999, as amended from time to time, in the
principal amount not to exceed Twenty-Five Million Five Hundred Thousand Dollars
($25,500,000), executed by Borrower in favor of Bank (the "Previous Note"). As
of the effective date of the Agreement, all unpaid principal, interest and other
amounts accrued and outstanding under the Previous Note shall for all purposes
be and constitute unpaid amounts outstanding under and evidenced by this
Revolving Note.
Borrower hereby expressly waives presentment, demand, notice of
dishonor, protest, as such terms are defined in Division 3 of the California
Commercial Code, and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Revolving Note
and the Agreement.
This Revolving Note shall be governed by, construed and enforced
in accordance with the laws of the State of California.
XXXXXXX RENTCORP
By:_______________________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief Financial Officer
SCHEDULE OF LOANS
This Revolving Note evidences Loans made, continued or converted
under the Agreement to Borrower, on the dates, in the principal amounts, of the
types, bearing interest at the rates and having Eurodollar Periods (if
applicable) set forth below, subject to the payments, prepayments, continuations
and conversions of principal set forth below:
Amount
Date Paid
Made, Principal Duration Prepaid
Continued Amount Type of Continued Unpaid
or of of Interest Eurodollar or Principal Notation
Converted Loan Loan Rate Period Converted Amount Made By
--------- --------- ---- ---- ------ --------- ------ -------
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REVOLVING NOTE
NOT TO EXCEED
$33,000,000.00 San Francisco, California
December __, 1999
FOR VALUE RECEIVED, the undersigned, XxXxxxx Rentcorp, a
California corporation ("Borrower"), promises to pay to FLEET BANK, N.A. (the
"Bank"), or order, on or before the Revolving Loan Termination Date, or as
otherwise provided in the Amended and Restated Credit Agreement dated as of June
30, 1999 among the Borrower, certain banks parties thereto, and Union Bank of
California, N.A., as Agent for the Banks, as from time to time modified,
supplemented or amended, (the "Agreement), the lesser of (i) the principal sum
of THIRTY-THREE MILLION DOLLARS ($33,000,000) or (ii) the aggregate unpaid
principal amount of all Revolving Loans made by the Bank to Borrower pursuant to
the Agreement. Terms defined in the Agreement have the same meanings herein.
Borrower further promises to pay to the Bank, or order, interest
on the unpaid principal amount hereunder from time to time outstanding from the
date hereof until such amount shall have become due and payable (whether at the
stated maturity, by acceleration, or otherwise) at the rate(s) of interest and
at the times provided in the Agreement. Borrower further promises to pay
interest on any overdue payment of principal and (to the extent permitted by
law) interest as set forth in the Agreement.
Bank is authorized, but not required, to record the date, amount,
type, interest rate and Eurodollar Period (if applicable) of each Loan made by
the Bank to Borrower, and each payment made on account thereof, on its books and
records or on the schedule annexed hereto, and, in the absence of manifest
error, such recordation shall constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that failure by the Bank to make
any such recordation shall not affect any of the Obligations of Borrower.
All payments of principal, interest, fees, or other amounts due
from Borrower hereunder, shall be in Dollars and in immediately available funds,
without setoff, counterclaim or other deduction of any nature, and shall be made
to Agent, at its address set forth on the signature pages of the Agreement,
prior to 10:00 a.m., San Francisco time, on the last date permitted therefor.
Except as otherwise provided in the Agreement, if any payment of
principal or interest hereunder shall become due on a day which is not a
Business Day, such payment shall be made on the next following Business Day and
such extension of time shall be included in computing interest in connection
with such payment.
This Revolving Note is one of the "Revolving Notes" referred to
in, evidences obligations of Borrower under, and is entitled to the benefits of,
the Agreement, which, among other things, provides for the acceleration of the
maturity hereof upon the occurrence of certain circumstances and upon certain
terms and conditions. This Revolving Note supersedes and replaces that certain
Revolving Note dated June 30, 1999, as amended from time to time, in the
principal amount not to exceed Twenty-Four Million Seven Hundred Fifty Thousand
Dollars ($24,750,000), executed by Borrower in favor of Bank (the "Previous
Note"). As of the effective date of the Agreement, all unpaid principal,
interest and other amounts accrued and outstanding under the Previous Note shall
for all purposes be and constitute unpaid amounts outstanding under and
evidenced by this Revolving Note.
Borrower hereby expressly waives presentment, demand, notice of
dishonor, protest, as such terms are defined in Division 3 of the California
Commercial Code, and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Revolving Note
and the Agreement.
This Revolving Note shall be governed by, construed and enforced
in accordance with the laws of the State of California.
XXXXXXX RENTCORP
By:_______________________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief Financial Officer
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SCHEDULE OF LOANS
This Revolving Note evidences Loans made, continued or converted
under the Agreement to Borrower, on the dates, in the principal amounts, of the
types, bearing interest at the rates and having Eurodollar Periods (if
applicable) set forth below, subject to the payments, prepayments, continuations
and conversions of principal set forth below:
Amount
Date Paid
Made, Principal Duration Prepaid
Continued Amount Type of Continued Unpaid
or of of Interest Eurodollar or Principal Notation
Converted Loan Loan Rate Period Converted Amount Made By
--------- --------- ---- ---- ------ --------- ------ -------
REVOLVING NOTE
NOT TO EXCEED
$33,000,000.00 San Francisco, California
December __, 1999
FOR VALUE RECEIVED, the undersigned, XxXxxxx Rentcorp, a
California corporation ("Borrower"), promises to pay to BANK OF AMERICA, N.A.,
formerly known as Bank of America, National Trust and Savings Association (the
"Bank"), or order, on or before the Revolving Loan Termination Date, or as
otherwise provided in the Amended and Restated Credit Agreement dated as of June
30, 1999 among the Borrower, certain banks parties thereto, and Union Bank of
California, N.A., as Agent for the Banks, as from time to time modified,
supplemented or amended, (the "Agreement), the lesser of (i) the principal sum
of THIRTY-THREE MILLION DOLLARS ($33,000,000) or (ii) the aggregate unpaid
principal amount of all Revolving Loans made by the Bank to Borrower pursuant to
the Agreement. Terms defined in the Agreement have the same meanings herein.
Borrower further promises to pay to the Bank, or order, interest
on the unpaid principal amount hereunder from time to time outstanding from the
date hereof until such amount shall have become due and payable (whether at the
stated maturity, by acceleration, or otherwise) at the rate(s) of interest and
at the times provided in the Agreement. Borrower further promises to pay
interest on any overdue payment of principal and (to the extent permitted by
law) interest as set forth in the Agreement.
Bank is authorized, but not required, to record the date, amount,
type, interest rate and Eurodollar Period (if applicable) of each Loan made by
the Bank to Borrower, and each payment made on account thereof, on its books and
records or on the schedule annexed hereto, and, in the absence of manifest
error, such recordation shall constitute prima facie evidence of the accuracy of
the information so recorded; provided, however, that failure by the Bank to make
any such recordation shall not affect any of the Obligations of Borrower.
All payments of principal, interest, fees, or other amounts due
from Borrower hereunder, shall be in Dollars and in immediately available funds,
without setoff, counterclaim or other deduction of any nature, and shall be made
to Agent, at its address set forth on the signature pages of the Agreement,
prior to 10:00 a.m., San Francisco time, on the last date permitted therefor.
Except as otherwise provided in the Agreement, if any payment of
principal or interest hereunder shall become due on a day which is not a
Business Day, such payment shall be made on the next following Business Day and
such extension of time shall be included in computing interest in connection
with such payment.
This Revolving Note is one of the "Revolving Notes" referred to
in, evidences obligations of Borrower under, and is entitled to the benefits of,
the Agreement, which, among other things, provides for the acceleration of the
maturity hereof upon the occurrence of certain circumstances and upon certain
terms and conditions. This Revolving Note supersedes and replaces that certain
Revolving Note dated June 30, 1999, as amended from time to time, in the
principal amount not to exceed Twenty-Four Million Seven Hundred Fifty Thousand
Dollars ($24,750,000), executed by Borrower in favor of Bank (the "Previous
Note"). As of the effective date of the Agreement, all unpaid principal,
interest and other amounts accrued and outstanding under
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the Previous Note shall for all purposes be and constitute unpaid amounts
outstanding under and evidenced by this Revolving Note.
Borrower hereby expressly waives presentment, demand, notice of
dishonor, protest, as such terms are defined in Division 3 of the California
Commercial Code, and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Revolving Note
and the Agreement.
This Revolving Note shall be governed by, construed and enforced
in accordance with the laws of the State of California.
XXXXXXX RENTCORP
By:_______________________________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President and Chief Financial Officer
SCHEDULE OF LOANS
This Revolving Note evidences Loans made, continued or converted
under the Agreement to Borrower, on the dates, in the principal amounts, of the
types, bearing interest at the rates and having Eurodollar Periods (if
applicable) set forth below, subject to the payments, prepayments, continuations
and conversions of principal set forth below:
Amount
Date Paid
Made, Principal Duration Prepaid
Continued Amount Type of Continued Unpaid
or of of Interest Eurodollar or Principal Notation
Converted Loan Loan Rate Period Converted Amount Made By
--------- --------- ---- ---- ------ --------- ------ -------
EXHIBIT "A"
COMPLIANCE CERTIFICATE
This Compliance Certificate is furnished pursuant to Section 7.3(c) of that
certain Amended and Restated Credit Agreement dated as of June 30, 1999, among
the Borrower, certain Banks parties thereto and Union Bank of California, N.A.,
as Agent for the Banks, as from time to time modified, supplemented or amended
(the "Agreement"). Unless otherwise defined, all capitalized terms used in this
Compliance Certificate have the respective meanings ascribed to them in the
Agreement.
Borrower hereby represents and warrants as follows:
1. I am familiar with the Agreement and the business and operations of
Borrower.
2. Except as otherwise specifically indicated, the information contained
in this Certificate is true and accurate on and as of ______________________, __
(the "Certification Date").
3. As of the Certification Date and at all times during the quarter
ending on the Certification Date, Borrower has performed all obligations to be
performed by it under (a) the Agreement, (b) any instrument or agreement to
which Borrower is a party or under which Borrower is obligated, and (c) any
judgment, decree, or order of any court or governmental authority binding on
Borrower. No Default or Event of Default has occurred, whether or not the same
was cured, during such quarter.
4. As of the Certification Date, the information set forth below is
true, accurate and complete:
(a) Section 7.11(a): Tangible Net Worth
Tangible Net Worth $__________
Minimum Tangible Net Worth calculation:
Base amount $75,000,000
-----------
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Plus: Fifty percent of Net Income (without
reduction for Net Loss) after September 30, 1999 $__________
Plus: 90% of the gross proceeds from stock issuance
(excluding the first $2,000,000 of proceeds from the
exercise of stock options after September 30, 1999) $__________
Minimum Tangible Net Worth Total $__________
(b) Section 7.11(b): Liabilities to Net Worth
Liabilities $__________
Less Deferred Taxes ($__________)
Total (A) $__________
Tangible Net Worth (B) $__________
Ratio of A to B
Maximum permitted: 3:1
(c) Section 7.11(c): Interest Expense Ratio
EBIT (A) $__________
Interest expense (B) $__________
Ratio of A to B
Minimum required: 2 to 1
(d) Section 7.11(d): Debt Service Coverage
Adjusted Net Income (A) $__________
Debt Service (B) $__________
Ratio of A to B
Minimum required: 1.15 to 1
Calculation of Adjusted Net Income:
EBIT $__________
Depreciation and amortization $__________
Adjusted Net Income (A) $__________
Calculation of Debt Service:
Loans $__________
Years (ended to nearest qtr) to Term Loan Maturity Date ____________
$__________
Assumed principal payments $__________
Debt (other than Loans) $__________
Other Debt principal payments due in next four quarters $__________
Interest on Loans in next four quarters $__________
Interest on other Debt in next four quarters $__________
Interest rate used for computation (floating rate Debt) $__________.
5. The Borrowing Base and the Adjusted Borrowing Base as of the
Certification Date are as set forth below. Borrower hereby further certifies the
information set forth below is true, accurate and complete and the aggregate
amount of the Loans outstanding under the Agreement, after giving effect to any
new Loan made as of the Certification Date, is not in excess of the Commitment
or the Adjusted Borrowing Base.
(a) Borrowing Base
Eligible Equipment $__________
Less: 25% $__________
Borrowing Base $__________
(b) Adjusted Borrowing Base
Borrowing Base $__________
Less: Outside Debt $__________
Adjusted Borrowing Base $__________
(c) Excess of Adjusted Borrowing Base over Loans Outstanding $__________
Adjusted Borrowing Base $__________
Less: Loans outstanding $__________
Excess of Adjusted Borrowing Base over Loans Outstanding $__________
Executed this _____ day of ______________, _.
By: _________________________________________
Name: _______________________________________ Title: _________________________
