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FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, (this "Amendment"), dated
as of July 3, 1997, is by and among Genicom Corporation (the "Borrower"), the
subsidiaries of the Borrower identified on the signature pages hereto (the
"Guarantors"), the several lenders identified on the signature pages hereto
(each a "Lender" and, collectively, the "Lenders") and NationsBank of Texas,
N.A., as agent for the Lenders (in such capacity, the "Agent"). Capitalized
terms used herein which are not defined herein and which are defined in the
Credit Agreement shall have the same meanings as therein defined.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent
entered into that certain Credit Agreement dated as of January 12, 1996, as
previously amended (as previously amended, the "Existing Credit Agreement").
WHEREAS, the parties have agreed to amend the Existing Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit
Agreement as amended hereby.
"Amendment No. 4 Effective Date" is defined in Subpart 3.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
PART 2
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 4
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part 2. Except as so
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amended, the Existing Credit Agreement and all other Credit Documents shall
continue in full force and effect.
SUBPART 2.1 Amendments to Section 1.1.
(a) The definition of "Permitted Investments" set forth in
Section 1.1 of the Existing Credit Agreement is hereby amended in its
entirety to read as follows:
"Permitted Investments" means Investments which are
either (i) cash and Cash Equivalents; (ii) accounts
receivable created, acquired or made by the Borrower or any
of its Subsidiaries in the ordinary course of business and
payable or dischargeable in accordance with customary trade
terms; (iii) Investments consisting of stock, obligations,
securities or other property received by the Borrower or any
of its Subsidiaries in settlement of accounts receivable
(created in the ordinary course of business) from bankrupt
obligors; (iv) Investments existing as of the Closing Date
and set forth in Schedule 1.1B, (v) additional Investments in
any Subsidiary of the Borrower which is a Guarantor; (vi)
subject to the terms of Section 7.15(b), additional
Investments in Subsidiaries of the Borrower which are not
Guarantors not to exceed $10,000,000 at any one time
outstanding; (vii) Guaranty Obligations permitted by Section
8.1; (viii) acquisitions permitted by Section 8.4(c); (ix)
transactions permitted by Section 8.8; (x) loans to
directors, officers, employees, agents, customers or
suppliers that do not exceed an aggregate principal amount of
$1,000,000 at any one time outstanding; and (xi) a secured
loan to Corporation C in a principal amount not to exceed
$5,000,000; provided, however, that no such loan shall be
made until such time as the Agent shall have received (A) the
original copy of the Corporation C Note and all collateral
documents executed in connection therewith (which collateral
documents shall be in form and substance satisfactory to the
Agent and the Lenders), endorsed or assigned by the Borrower
to the Agent in a manner reasonably satisfactory to the Agent
and the Lenders, and (B) an original, executed copy of the
subordination agreement(s) executed by the holders of
outstanding senior and subordinated debt of Corporation C in
form and substance satisfactory to the Agent and the Lenders.
(b) The following definitions are hereby added to Section
1.1 of the Existing Credit Agreement in appropriate alphabetical order:
(i) "Corporation C" means a Delaware corporation,
the identity of which has been separately disclosed by the
Borrower to the Lenders and the Agent.
(ii) "Corporation C Note" means that certain
promissory note executed by Corporation C in favor of the
Borrower evidencing all indebtedness owed by Corporation C to
the Borrower in an aggregate amount not to exceed $5,000,000.
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SUBPART 2. Amendments to Section 2.1. Subsection (a) of Section 2.1 of
the Existing Credit Agreement is hereby amended in its entirety to read as
follows:
(a) Revolving Commitment. Subject to the terms and
conditions hereof and in reliance upon the representations and
warranties set forth herein, each Lender severally agrees to make
available to the Borrower such Lender's Revolving Commitment Percentage
of revolving credit loans in Dollars ("Revolving Loans") from time to
time from the Effective Date until the Termination Date, or such
earlier date as the Revolving Commitments shall have been terminated as
provided herein for the purposes hereinafter set forth; provided,
however, that the sum of the aggregate principal amount of outstanding
Revolving Loans shall not exceed the lesser of (a) FORTY MILLION
DOLLARS ($40,000,000.00) (as such aggregate maximum amount may be
reduced from time to time as provided in Section 3.4(a), the "Revolving
Committed Amount") and (b) the Borrowing Base; provided, further, (i)
with regard to each Lender individually, such Lender's outstanding
Revolving Loans shall not exceed such Lender's Revolving Commitment
Percentage of the Revolving Committed Amount, and (ii) with regard to
the Lenders collectively, the aggregate principal amount of outstanding
Revolving Loans plus the Dollar Amount (as determined as of the most
recent Determination Date) of the aggregate principal amount of
outstanding Foreign Currency Loans plus the aggregate principal amount
of outstanding Swingline Loans plus LOC Obligations outstanding shall
not exceed the lesser of (A) the Revolving Committed Amount and (B) the
Borrowing Base. Revolving Loans may consist of Base Rate Loans or
Eurodollar Loans, or a combination thereof, as the Borrower may
request, and may be repaid and reborrowed in accordance with the
provisions hereof; provided, however, that (x) during the Initial
Interest Rate Period, all Eurodollar Loans shall have an Interest
Period of one (1) month and (y) no more than 10 Eurodollar Loans shall
be outstanding hereunder at any time. For purposes hereof, Eurodollar
Loans with different Interest Periods and/or in different currencies
shall be considered as separate Eurodollar Loans, even if they begin on
the same date, although borrowings, extensions and conversions may, in
accordance with the provisions hereof, be combined at the end of
existing Interest Periods to constitute a new Eurodollar Loan with a
single Interest Period and in the same currency. Revolving Loans
hereunder may be repaid and reborrowed in accordance with the
provisions hereof.
SUBPART 2.2 Replacement of Schedule 2.1(a). Schedule 2.1(a) to the
Existing Credit Agreement is hereby deleted in its entirety and a new schedule
in the form of Schedule 2.1(a) attached hereto is substituted therefor.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment No. 4 Effective Date. This Amendment
shall be and become effective as of the date hereof (the "Amendment No. 4
Effective Date") when all of the conditions set forth in this Subpart 3.1 shall
have been satisfied, and thereafter this Amendment shall be known, and may be
referred to, as "Amendment No. 4."
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SUBPART 3.1.1 Execution of Counterparts of Amendment. The
Agent shall have received counterparts of this Amendment, which
collectively shall have been duly executed on behalf of the Borrower,
each of the Guarantors and each of the Lenders.
SUBPART 3.1.2 Corporate Authority. The Agent shall have
received all documents it may reasonably request relating to the
corporate or other necessary authority for and the validity of this
Amendment, and any other matters relevant thereto, all in form and
substance reasonably satisfactory to the Agent.
SUBPART 3.1.3 Legal Opinions. The Agent shall have received a
legal opinion of McGuire, Woods, Battle & Xxxxxx, counsel for the
Credit Parties in form and substance reasonably satisfactory to the
Agent.
SUBPART 3.1.4 Officer's Certificate. The Agent shall have
received a certificate executed by the chief financial officer of the
Borrower as of the Amendment No. 4 Effective Date stating that,
immediately after giving effect to this Amendment, (i) each of the
Credit Parties is Solvent, (ii) no Default or Event of Default exists
and (iii) the representations and warranties set forth in the Existing
Credit Agreement are true and correct in all material respects.
SUBPART 3.1.5 Amendment Fee. The Agent shall have received,
for the account of each Lender, an amendment fee equal to 7.5 basis
points on the aggregate amount of such Lenders' Commitment.
SUBPART 3.1.6 Confirmation Letter. The Agent shall have
received a letter from the Borrower confirming the identity of
Corporation C.
SUBPART 3.1.7 Other Items. The Agent shall have received such
other documents, agreements or information which may be reasonably
requested by the Agent.
PART 4
MISCELLANEOUS
SUBPART 4.1 Representations and Warranties. The Borrower hereby
represents and warrants to the Agent and the Lenders that, after giving effect
to this Amendment, (a) no Default or Event of Default exists under the Credit
Agreement or any of the other Credit Documents and (b) the representations and
warranties set forth in Section 6 of the Existing Credit Agreement are, subject
to the limitations set forth therein, true and correct in all material respects
as of the date hereof (except for those which expressly relate to an earlier
date).
SUBPART 4.2 Secured Obligations. The Borrower and the Guarantors
hereby acknowledge and agree that the term "Secured Obligations" as defined in
each of the Security Agreement and the Pledge Agreement shall be deemed to
include all amounts owing under the
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Amended, Restated and Substituted Revolving Note of even date herewith
executed by the Borrower in favor of NationsBank and all other additional
indebtedness incurred in connection therewith.
SUBPART 4.3 Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment.
SUBPART 4.4 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and provisions
of the Existing Credit Agreement.
SUBPART 4.5 References in Other Credit Documents. At such time as this
Amendment No. 4 shall become effective pursuant to the terms of Subpart 3.1,
all references in the Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended by this Amendment.
SUBPART 4.6 Counterparts. This Amendment 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 4.7 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF
VIRGINIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART 4.8 Successors and Assigns. This Amendment 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 to be
duly executed on the date first above written.
BORROWER:
GENICOM CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
GUARANTORS:
GENICOM INTERNATIONAL HOLDINGS
CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
GENICOM INTERNATIONAL SALES
CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
DELMARVA TECHNOLOGIES CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
RASTEK CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
[Signatures Continued]
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ENTERPRISING SERVICE SOLUTIONS
CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
PRINTER SYSTEMS CORPORATION
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
THE PRINTER CONNECTION, INC.
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
PRINTER SYSTEMS INTERNATIONAL, LTD.
By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and Chief Financial
Officer
LENDERS:
NATIONSBANK OF TEXAS, N.A.
By /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President
[Signatures Continued]
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XXXXXXXXXXXXX-XXXXXXXXXX
Xx /s/Xxxxxxx X. Xxxxxxxxxxx
Title: Vice President
By /s/ Xxxxxxxxx X XxxXxxxxx
Title: Senior Associate
AERIES FINANCE, LTD.
By /s/ Xxxxxx Xxxxxxx
Title: Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By /s/ Xxxxx X. Page
Title: Vice President
RESTRUCTURED OBLIGATIONS
BACKED BY SENIOR ASSETS, B.V.
By Chancellor LGT Senior Secured Management,
Inc. as Portfolio Advisor
By /s/Xxxxxxxxxxx X. Xxxxx
Title: Vice President
UNITED STATES NATIONAL BANK OF
OREGON
By /s/Xxxxxxx X. Xxxx
Title: Vice President
[Signatures Continued]
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XXXXXXX XXXX
By /s/Xxxxxxx X. Xxxxxxx
Title: Vice President
THE XXXXX NATIONAL BANK OF
WASHINGTON, D.C.
By /s/ Xxxxxxx X. Xxxxx
Title: Vice President
AGENT:
NATIONSBANK OF TEXAS, N.A.,
as Agent
By /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President
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SCHEDULE 2.1(a)
LENDERS, COMMITMENTS AND COMMITMENT PERCENTAGES
-------------------------------------------------------------------------------------------------------
Foreign
Name Revolving Foreign Currency
and Address Revolving Commitment Currency Commitment
of Lenders Commitment Percentage Commitment Percentage
-------------------------------------------------------------------------------------------------------
NationsBank of Texas, N.A. $12,045,454.54 30.1136363500% $3,818,181.82 76.3636%
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
ATTN: Xxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Creditanstalt-Bankverein $8,272,727.28 20.6818182000% $1,181,818.18 23.6364%
Two Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
ATTN: Xxxx Xxxxxxxxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
United States National Bank of $6,363,636.36 15.0000000000% --- ---
Oregon
000 X.X. Xxx Xxxxxx
Xxxxx 000 - XX-0
Xxxxxxxx, Xxxxxx 00000
ATTN: Xxxx Xxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Crestar Bank $7,909,090.91 19.0000000000% --- ---
0000 Xxx Xxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
ATTN: Xxxx Xxxxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
The Xxxxx National Bank of $5,409,090.91 13.5227272750% --- ---
Washington, D.C.
000 00xx Xxxxxx, X.X.,
00xx Xxxxx
Xxxxxxxxxx, X.X. 00000-0000
ATTN: Xxxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Aeries Finance Ltd. --- --- --- ---
c/x Xxxxx Management Services
Limited
-------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
SCHEDULE 2.1(a)
LENDERS, COMMITMENTS AND COMMITMENT PERCENTAGES
--------------------------------------------------------------------------------------------------------
Tranche A Tranche B
Name Tranche A Term Loan Tranche B Term Loan
and Address Term Loan Commitment Term Loan Commitment
of Lenders Commitment Percentage Commitment Percentage
--------------------------------------------------------------------------------------------------------
NationsBank of Texas, N.A. $3,994,592.19 27.272727329% --- ---
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
ATTN: Xxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
--------------------------------------------------------------------------------------------------------
Creditanstalt-Bankverein $3,727,888.98 23.636363562% --- ---
Xxx Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
ATTN: Xxxx Xxxxxxxxxxx
Facsimile No.: (000) 000-0000
--------------------------------------------------------------------------------------------------------
United States National Bank of $2,517,606.90 18.18181818% --- ---
Oregon
000 X.X. Xxx Xxxxxx
Xxxxx 000 - XX-0
Xxxxxxxx, Xxxxxx 00000
ATTN: Xxxx Xxxx
Facsimile No.: (000) 000-0000
--------------------------------------------------------------------------------------------------------
Crestar Bank $2,139,965.88 15.45454545% --- ---
0000 Xxx Xxxx Xxxxxx, X.X.
0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
ATTN: Xxxx Xxxxxxx
Facsimile No.: (000) 000-0000
--------------------------------------------------------------------------------------------------------
The Xxxxx National Bank of $2,139,965.88 15.45454545% --- ---
Washington, D.C.
000 00xx Xxxxxx, X.X.,
00xx Xxxxx
Xxxxxxxxxx, X.X. 00000-0000
ATTN: Xxxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
--------------------------------------------------------------------------------------------------------
Aeries Finance Ltd. --- --- 4,376,872.75 25.00000000%
c/x Xxxxx Management Services
Limited
--------------------------------------------------------------------------------------------------------
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-------------------------------------------------------------------------------------------------------
SCHEDULE 2.1(a)
---------------
LENDERS, COMMITMENTS AND COMMITMENT PERCENTAGES
-------------------------------------------------------------------------------------------------------
Foreign
Name Revolving Foreign Currency
and Address Revolving Commitment Currency Commitment
of Lenders Commitment Percentage Commitment Percentage
-------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx
Xx. Helier, Jersey
Channel Islands, Great Britain
ATTN: Director
Facsimile No.:
011-441-534-616900
with a copy to:
---------------
Aeries Finance Ltd.
Chancellor LGT Senior Secured
Management
1166 Avenue of the Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Senior Debt Portfolio --- --- --- ---
Xxxxx Xxxxx Management
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
ATTN: Xxxxxx Xxxxxxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Restructured Obligations --- --- --- ---
backed by Senior Assets B.V.
Chancellor Senior Secured
Management
1166 Avenue of the Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
=======================================================================================================
-------------------------------------------------------------------------------------------------------
SCHEDULE 2.1(a)
---------------
LENDERS, COMMITMENTS AND COMMITMENT PERCENTAGES
-------------------------------------------------------------------------------------------------------
Tranche A Tranche B
Name Tranche A Term Loan Tranche B Term Loan
and Address Term Loan Commitment Term Loan Commitment
of Lenders Commitment Percentage Commitment Percentage
-------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx
Xx. Helier, Jersey
Channel Islands, Great Britain
ATTN: Director
Facsimile No.:
011-441-534-616900
with a copy to:
---------------
Aeries Finance Ltd.
Chancellor LGT Senior Secured
Management
1166 Avenue of the Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Senior Debt Portfolio --- --- $8,753,745.50 50.00000000%
Xxxxx Xxxxx Management
00 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
ATTN: Xxxxxx Xxxxxxxxx
Facsimile No.: (000) 000-0000
-------------------------------------------------------------------------------------------------------
Restructured Obligations --- --- $4,376,872.25 25.00000000%
backed by Senior Assets B.V.
Chancellor Senior Secured
Management
1166 Avenue of the Xxxxxxxx,
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
ATTN: Xxxxx Xxxxx
Facsimile No.: (000) 000-0000
=======================================================================================================
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