[CONFORMED COPY]
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT dated as of June 15, 1999 to the Amended and Restated Credit
Agreement dated as of July 15, 1998, as amended by Amendment No. 1 dated as of
January 29, 1999 (the "Credit Agreement") among IOMEGA CORPORATION (the
"Borrower"), the BANKS party thereto (the "Banks"), CITIBANK, N.A., as
Administrative Agent, and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Documentation Agent (the "Documentation Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the definitions of
Consolidated EBITDA and Consolidated Tangible Net Worth in the Credit Agreement
to exclude certain special charges taken in the second fiscal quarter of 1999;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 1.01. (a) The definition of
"Consolidated EBITDA" in Section 1.01 of the Credit Agreement is amended to
replace "and (v)" with ", (v)" and to add before the period at the end thereof
the following:
and (vi) the Permitted Second Quarter 1999 Addback
(b) The first sentence of the definition of "Consolidated Tangible Net
Worth" in Section 1.01 of the Credit Agreement is amended to replace "(iii)"
with "(iv)" and to add after "(ii) the Permitted Second Quarter Addback" the
following:
, (iii) the Permitted Second Quarter 1999 Addback
(c) Section 1.01 of the Credit Agreement is further amended to insert
the following definition in appropriate alphabetical order:
"Permitted Second Quarter 1999 Addback" means special charges
taken in the second Fiscal Quarter of 1999 to the extent such special
charges are less than $53,000,000 (and to the extent that such special
charges exceed $53,000,000 then such special charges will be deemed to
equal $53,000,000), so long as the cash portion of all special charges
taken in such Fiscal Quarter does not exceed $18,000,000.
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of the Credit Agreement will be true on and as of the date hereof
and (ii) no Default will have occurred and be continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective as of
the date hereof when (i) the Administrative Agent shall have received from the
Borrower, for the account of each Bank which has signed a counterpart hereof on
or prior to June 21, 1999, an amendment fee equal to .05% of such Bank's
Commitment, and (ii) the Documentation Agent shall have received from each of
the Borrower and the Required Banks a counterpart hereof signed by such party or
facsimile or other written confirmation (in form satisfactory to the
Documentation Agent) that such party has signed a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
IOMEGA CORPORATION
By: /s/ Xxx X. Xxxxxx
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Title: Vice President and
Chief Financial Officer
CITIBANK, N.A.
By: /s/ J. Xxxxxx Xxxxxx
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Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Unn Xxxxxxx
----------------------------
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS BANK
By: /s/ Xxxxx XxXxxxx
----------------------------
Title: Managing Director
FIRST SECURITY BANK, N.A.
By: /s/ Xxxx X. Xxxxx
----------------------------
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxx-Xxx Miao
----------------------------
Title: Vice President
By: /s/ Xxxx X. Xxxxx
----------------------------
Title: Vice President
THE SUMITOMO TRUST & BANKING CO., LTD.
By:
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Title:
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxx Xxxxxx
----------------------------
Title: Assistant Vice President
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Xxxxx Xxxxxx
----------------------------
Title: Vice President
