FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of August 13, 1996, among XXXXXXXX COMMUNICATIONS, INC. ("Communications"),
XXXXXXXX GRAPHICS, INC. (the "Borrower"), the financial institutions party to
the Credit Agreement referred to below (the "Lenders"), BT COMMERCIAL
CORPORATION, as Agent (the "Agent") for the Lenders, and BANKERS TRUST COMPANY,
as Issuing Bank (the "Issuing Bank"). All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H :
WHEREAS, Communications, the Borrower, the Lenders, the Agent
and the Issuing Bank are parties to a Credit Agreement, dated as of August 15,
1995 (as amended, modified or supplemented to the date hereof, the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
1. The definition of "Material Equipment" appearing in Section
1.1 of the Credit Agreement is hereby amended by inserting the phrase "(or
related items)" immediately after the word "item" in each place it appears in
said definition.
2. Section 2.3 of the Credit Agreement is hereby amended by
deleting the phrase "an item of Material Equipment" appearing therein and
inserting in lieu thereof the phrase "an item which constitutes (or is one of a
number of related items which together constitute or will constitute) Material
Equipment."
3. Notwithstanding anything to the contrary contained in the
Credit Agreement or any other Credit Document, (i) to the extent the Borrower or
any of its Subsidiaries enters into any operating lease which does not cause a
violation of the terms of the Credit Agreement, the Collateral Agent is
authorized to enter into such disclaimers of a security interest in the assets
subject to such operating lease, or such releases or subordinations of the
assets subject to such operating lease, as may be requested by the Borrower in
connection therewith and (ii) in connection with the incurrence of any
Indebtedness permitted to remain outstanding pursuant to Section 8.3(b) of the
Credit Agreement, at the request of the Borrower the Collateral Agent shall, and
is hereby authorized to, enter into such releases or subordinations of security
interests in the assets securing such Indebtedness in accordance with the
relevant requirements of such Section
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8.2, all as may be requested by the Borrower. In taking any actions pursuant to
the requirements of this Section 3, the Collateral Agent shall be entitled to
rely on a certificate of an officer of the Borrower as to its entitlement to
such release, subordination or other action, and shall have no liability in
connection therewith.
4. In order to induce the Lenders to enter into this
Amendment, the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the Fourth
Amendment Effective Date (as defined below), both before and after
giving effect to this Amendment; and
(b) all of the representations and warranties contained in the
Credit Agreement and the other Credit Documents are true and correct in
all material respects on the Fourth Amendment Effective Date, both
before and after giving effect to this Amendment, with the same effect
as though such representations and warranties had been made on and as
of the Fourth Amendment Effective Date (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).
5. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
6. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
8. This Amendment shall become effective on the date (the
"Fourth Amendment Effective Date") when each of Communications, the Borrower and
the Required Lenders shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by way of facsimile
transmission) the same to the Agent at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx XxXxxxxxx.
9. From and after the Fourth Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
XXXXXXXX COMMUNICATIONS, INC.
By /s/ Xxxxxx X. Xxxxxx
Title:
XXXXXXXX GRAPHICS, INC.
By /s/ Xxxxxx X. Xxxxxx
Title:
BT COMMERCIAL CORPORATION,
Individually and as Agent
By /s/ Xxxxx Xxxxxxx
Title:
BTM CAPITAL CORPORATION
By___________________________________________
Title:
BANK OF NEW YORK COMMERCIAL
CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxx
Title:
DEUTSCHE FINANCIAL SERVICES
HOLDING CORP.
By /s/ Xxxx Marktauber
Title:
FINOVA CAPITAL CORPORATION
By /s/ Xxx X. Xxxxxxxxx
Title:
GIBRALTAR CORPORATION OF
AMERICA
By /s/ Xxxxxx Xxxxxxxx
Title:
LASALLE NATIONAL BANK
By /s/ Xxxxxxxxxxx X. Xxxxxxxx
Title:
SANWA BUSINESS CREDIT
CORPORATION
By /s/ Xxxxxxx X. Xxx
Title:
