FIFTH AMENDMENT TO CREDIT AGREEMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of February 27, 1997, 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 :
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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. Section 8.9 of the Credit Agreement is hereby amended by
deleting the amount "$52,100,000" set forth opposite the date March 31, 1997
appearing in the Minimum EBITDA table in said Section and inserting in lieu
thereof the amount "46,600,000".
2. Section 8.11 of the Credit Agreement is hereby amended by
deleting the ratio "0.75:1.00" set forth opposite the date March 31, 1997
appearing in the Fixed Charge Coverage Ratio table in said Section and inserting
in lieu thereof the ratio "0.68:1.0".
3. In order to induce the Lenders to enter into this
Amendment, the Borrower hereby represents and warrants that (x) no Default or
Event of Default exists as of the Fifth Amendment Effective Date (as defined
below), both before and after giving effect to this Amendment and (y) 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 Fifth
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 Fifth 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).
4. 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.
5. 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.
6. 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.
7. This Amendment shall become effective on the date (the
"Fifth 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 Xxxxxxx.
8. From and after the Fifth 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.
Xxxxxx Xxxxxx
By
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Title: CFO
XXXXXXXX GRAPHICS, INC.
Xxxxxx Xxxxxx
By
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Title: CFO
BT COMMERCIAL CORPORATION,
Individually and as Agent
Xxxxx X. Xxxxxxx
By
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Title: Vice President
BTM CAPITAL CORPORATION
Xxxxxxx X. York, Jr.
By
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Title:
BANK OF NEW YORK COMMERCIAL
CORPORATION
Xxxxxxx X. Xxxxxxxxx
By
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Title: Vice President
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DEUTSCHE FINANCIAL SERVICES
HOLDING CORP.
Xxxx Xxxxxx
By
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Title: Vice President
FINOVA CAPITAL CORPORATION
Xxxxxxx Xxxxx
By
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Title: Vice President
GIBRALTAR CORPORATION OF
AMERICA
Xxxxxx Xxxxxxxx
By
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Title: Executive Vice President
LASALLE NATIONAL BANK
Xxxxxxxxxxx X. Xxxxxxxx
By
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Title:
SANWA BUSINESS CREDIT
CORPORATION
By
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Title:
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XXXXXX BUSINESS CREDIT
CORPORATION
Xxxx Xxxxxxxxxx
By
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Title: Assistant Vice President
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