FOURTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDMENT ("Fourth Amendment") is entered into as of October 25,
1996, between XXXXXXX RENTCORP, a California corporation and UNION BANK OF
CALIFORNIA, NATIONAL ASSOCIATION, formerly known as The Bank of California,
National Association, as agent for Banks (sometimes "Agent", sometimes
individually "Bank" and sometimes with Fleet Bank, N. A. ,formerly known as
National Westminister Bank, USA, and Bank of America National Trust and Savings
Association, "Banks").
RECITALS
A. Borrower is obligated to Banks pursuant to that certain Amended and
Restated Credit Agreement dated as of June 14, 1994 (as amended from time to
time, "Agreement").
B. The parties mutually desire to amend the Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of "Bank" in Section 1.1 is hereby deleted in its entirety
and replaced with the following:
" 'Bank' means, individually, Union Bank of California, N.A., Fleet Bank,
N.A., Bank of America, N.T. & S.A., and their respective successors, and
such other banks as may become party to this Agreement, collectively
referred to herein as "Banks".
2. The definition of "Commercial Account" in Section 1.1 is hereby deleted in
its entirety and replaced with the following:
" 'Commercial Account' means Borrower's commercial account number
001-0000000 at the office of Agent."
3. The definition of "Pro Rata Share" in Section 1.1 is hereby deleted in its
entirety and replaced with the following:
"Pro Rata Share" means, with respect to each Bank, the percentage set forth
next to that Bank's name as follows:
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Bank Pro Rata Share Commitment
---- -------------- ----------
Union Bank of
California, N.A. 45% $27,000,000
Bank of
America, NT&SA 27.5% $16,500,000
Fleet Bank, N.A. 27.5% $16,500,000
4. The definition of "Reserve Commitment Amount" in Section 1.1 is hereby
deleted in its entirety and replaced with the following:
" 'Reserve Commitment Amount' means the amount of Twenty Million Dollars
($20,000,000.00)".
5. In Section 2.3.2(a) the Applicable Margin of 1.000%, which applies to
Eurodollar Loans if the ratio of Liabilities to Tangible Net Worth is less than
or equal to 2:00 to 1 and the ratio of Adjusted Net Income to Debt Service (as
calculated in accordance with Section 7.12(e)) is greater than or equal to 2:00
to 1, is hereby deleted and replaced with .900%.
6. Section 2.8 is hereby deleted in its entirety and replaced with the
following:
"2.8 ADJUSTMENT OF THE COMMITMENT. Upon not less than three Business
Days' notice to the Agent at any time, and from time to time, Borrower may,
at any time reduce the amount of any component of the Commitment in
increments of One Million Dollars ($1,000,000) or integral multiples
thereof; provided, however, that no adjustment in the Basic Commitment
shall occur until the Reserve Commitment Amount shall have been reduced to
zero. Except as expressly provided in this Section 2.8, the Commitment may
not be adjusted by Borrower."
7. Effective as of May 10, 1996 (and in order to correspond to a previous
amendment of the Conversion Date and the Term Loan Maturity Date), the dates
"June 30, 1996" and "June 30, 2001" are hereby deleted and replaced with "June
30, 1997" and "June 30, 2002", respectively, where such dates or either of them
appear in the following Sections or Exhibits:
Section 1.1, definition of "Revolving Loan Termination Date"
Section 3.2.1.
Section 3.2.2.
Exhibit E
Exhibit F
8. CONDITIONS PRECEDENT. Borrower understands that this Amendment shall not
be effective and the Banks shall have no obligation to amend the terms of the
Loan Documents as provided herein unless and until Borrower shall have executed
and delivered to Agent, not later October 31, 1996, this Amendment and a new
Revolving Note for each Bank, reflecting such Bank's Pro Rata Share of the
Commitment.
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9. FULL FORCE AND EFFECT. Except as specifically provided herein, all terms
and conditions of the Agreement and each Loan Document remain in full force and
effect, without waiver or modification. This Fourth Amendment, the preceding
amendments and the Agreement shall be read together as one document.
10. REPRESENTATIONS AND WARRANTIES. As part of the consideration for the Banks
to enter into this Fourth Amendment, the Borrower represents and warrants to the
Banks as follows:
(a) The execution, delivery and performance by the Borrower of this Fourth
Amendment are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action by or in respect of, or filing
with, any governmental body, agency or official, and the execution,
delivery and performance by the Borrower of this Fourth Amendment do not
contravene, or constitute a default under, any provision of applicable law
or requirements or of the certificate or articles of incorporation or the
by-laws of the Borrower or of any material agreement, judgment, injunction,
order, decree or other instrument binding upon the Borrower or any assets
of the Borrower, or result in the creation or imposition of any Lien on any
asset of the Borrower.
(b) This Fourth Amendment constitutes the valid and binding obligation of
the Borrower, enforceable against it in accordance with its terms, except
as enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, equity of redemption, moratorium or other laws now or
hereafter in effect relating to creditors rights, and to general principles
of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).
(c) No Event of Default has occurred and is continuing, and the
representations and warranties of the Borrower in the Agreement and other
Loan Documents delivered pursuant thereto are true and correct in all
material respects as of the date hereof as if made on the date hereof.
(d) The officer of the Borrower executing and delivering this Fourth
Amendment on behalf of the Borrower has been duly authorized by appropriate
corporate resolutions to so execute and deliver this Fourth Amendment.
11. COUNTERPARTS. This Fourth Amendment may be executed by the parties hereto
in one or more counterparts and all such counterparts, when taken together,
shall constitute one and the same Fourth Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to
become effective as of the date and year first written above.
BANKS: BORROWER:
UNION BANK OF CALIFORNIA, XXXXXXX RENTCORP, a
NATIONAL ASSOCIATION California corporation
as a Bank and as Agent
By: By:
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Title: Title:
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FLEET BANK, N. A.,
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Title:
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