AMENDMENT NO. 4 TO
CREDIT AGREEMENT
THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "AMENDMENT")
effective as of April 1, 1999, by and among VARI-LITE INTERNATIONAL, INC., a
Delaware corporation (the "BORROWER"), SUNTRUST BANK, ATLANTA, XXXXX BROTHERS
XXXXXXXX & CO., CHASE BANK OF TEXAS, N.A. (formerly known as Texas Commerce
Bank National Association), COMERICA BANK-TEXAS and THE FIRST NATIONAL BANK
OF CHICAGO (collectively, the "Lenders"), SUNTRUST BANK, ATLANTA, as agent
and collateral agent for the Lenders (in such capacities, the "AGENT" and
"COLLATERAL AGENT", respectively), and XXXXX BROTHERS XXXXXXXX & CO, as
co-agent for the Lenders (in such capacity, the "CO-AGENT").
WITNESSETH
WHEREAS, Borrower, the Lenders, the Agent, the Collateral Agent,
and the Co-Agent are parties to a certain Multicurrency Credit Agreement
dated as of December 19, 1997, as amended by a certain Amendment No. 1 to
Credit Agreement dated as of April 21, 1998, by a certain Amendment No. 2 to
Credit Agreement dated as of July 31, 1998, and by a certain Amendment No. 3
to Credit Agreement dated as of September 30, 1998 (as so amended, the
"CREDIT AGREEMENT"; defined terms used herein without definition shall have
the meanings ascribed to such terms in the Credit Agreement);
WHEREAS, Borrower and the Lenders have agreed to amend the Credit
Agreement as more specifically set forth below;
NOW, THEREFORE, for and in consideration of the mutual covenants
contained herein and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intended to
be legally bound, agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, and
effective as of the Effective Date (as hereinafter defined), the Credit
Agreement is hereby amended as follows:
1.1 SECTION 1.01 of the Credit Agreement is hereby amended by
deleting in its entirety the defined term "Applicable Margin" and its
accompanying definition, and substituting in lieu thereof the following
defined term and accompanying definition:
"APPLICABLE MARGIN" shall mean (x) with respect to all outstanding
Advances through April 1, 1999, the percentage determined pursuant to the
definition of "Applicable Margin" as defined in the Agreement immediately
prior to the effectiveness of Amendment No. 4, and (y) on and after April 1,
1999, with respect to all outstanding Advances for any day, the applicable
percentage determined from the chart set forth below based on Borrower's
Adjusted Funded Debt/EBITDA Ratio calculated as of the relevant determination
date:
APPLICABLE APPLICABLE
ADJUSTED FUNDED MARGIN FOR MARGIN FOR
DEBT/EBITDA RATIO EURO ADVANCES BASE RATE ADVANCES
----------------- ------------- ------------------
Greater than or equal to
3.00:1.00 3.50% 1.00%
Less than 3.00:1.00, but
greater than or equal to
2.50:1.00 3.00% 0.50%
Less than 2.50:1.00, but
greater than or equal to
2.00:1.00 2.50% 0%
Less than 2.00:1.00, but
greater than or equal to
1.50:1.00 2.00% 0%
Less than 1.50:1.00, but
greater than or equal to
1.00:1.00 1.50% 0%
Less than 1.00:1.00 1.00% 0%
The Adjusted Funded Debt/EBITDA Ratio and the resulting Applicable Margin
shall be determined quarterly, based upon the financial statements delivered
to the Lenders pursuant to Section 6.07(a) or Section 6.07(b) hereof, as the
case may be, in accordance with Section 6.08(b), with such Applicable Margin
to be effective with respect to calculations based upon the financial
statements delivered pursuant to Section 6.07 as of the first day of the
second fiscal quarter immediately following the fiscal quarter for which such
financial statements are delivered (for example, the Applicable Margin
effective with respect to all outstanding Advances as of the first day of the
third fiscal quarter shall be calculated based upon the financial statements
delivered for the first fiscal quarter of Borrower). Notwithstanding the
foregoing, at any time during which Borrower has failed to deliver the
financial statements
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and certificates when required by Section 6.07(a), (b), and (c), as
applicable (and the cure period set forth in Section 8.02 hereof shall have
expired), the Applicable Margin with respect to the Advances then outstanding
shall be 3.50% for Euro Advances and 1.00% for Base Rate Advances.
1.2 SECTION 1.01 of the Credit Agreement is hereby amended by
adding the following defined term and accompanying definition in proper
alphabetical order:
"AMENDMENT NO. 4" shall mean that certain Amendment No. 4 to Credit
Agreement effective as of April 1, 1999, by and among Borrower, the
Agent and Collateral Agent, the Co-Agent, and the Lenders, as the same
may be amended, restated and supplemented from time to time.
1.3 SECTION 3.03 of the Credit Agreement is hereby amended by
deleting in their entirety clause (i) of subsection (a) of SECTION 3.03, and
clause (iii) of subsection (c) of SECTION 3.03, and substituting in lieu
thereof the following clause (i) in subsection (a) and the following clause
(iii) in subsection (c) thereof:
(i) For a Base Rate Advance--The Base Rate in effect from time
to time plus the Applicable Margin;
. . . .
(iii) in the case of overdue principal and interest with respect
to all other Loans outstanding as Base Rate Advances and Transaction Rate
Advances (to the extent not outstanding as Fixed Rate Advances), and all
other Obligations hereunder (other than Loans), at a rate equal to the
applicable Base Rate PLUS (x) the Applicable Margin, and (y) an additional
two percent (2%) per annum;
SECTION 2. CONDITIONS OF EFFECTIVENESS. This Amendment shall
become effective as of the date first above written (the "EFFECTIVE DATE")
on the first day when this Amendment shall have been executed and delivered
by Borrower, the Lenders, the Agent and the Co-Agent.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower,
without limiting the representations and warranties provided in the Credit
Agreement, represents and warrants to the Lenders and the Agents as follows:
3.1 The execution, delivery and performance by Borrower of this
Amendment, and by Borrower and the Domestic Subsidiaries of the Credit
Documents being delivered pursuant to this Amendment, are within Borrower's
and such Subsidiaries' corporate powers, have been duly authorized by all
necessary corporate action (including any necessary shareholder action) and
do not and will not (a) violate any provision of any law, rule or regulation,
any judgment, order or ruling of any court or governmental agency, the
articles or certificate of incorporation or by-laws of
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Borrower or any such Subsidiary or any indenture, agreement or other
instrument to which Borrower or any such Subsidiary is a party or by which
Borrower or any such Subsidiary or any of its properties is bound or (b) be
in conflict with, result in a breach of, or constitute with notice or lapse
of time or both a default under any such indenture, agreement or other
instrument.
3.2 This Amendment and the Credit Documents being delivered
pursuant to this Amendment constitute the legal, valid and binding
obligations of Borrower and its Domestic Subsidiaries, enforceable against
Borrower and its Domestic Subsidiaries in accordance with their terms.
3.3 After giving to this Amendment, no Default or Event of
Default has occurred and is continuing as of the Effective Date.
SECTION 4. SURVIVAL. Each of the foregoing representations and
warranties shall be made at and as of the Effective Date. Each of the
foregoing representations and warranties shall constitute a representation
and warranty of Borrower under the Credit Agreement, and it shall be an Event
of Default if any such representation and warranty shall prove to have been
incorrect or false in any material respect at the time when made. Each of
the foregoing representations and warranties shall survive and not be waived
by the execution and delivery of this Amendment or any investigation by the
Lenders or the Agent or the Collateral Agent.
SECTION 5. RATIFICATION OF CREDIT AGREEMENT. Except as expressly
amended herein, all terms, covenants and conditions of the Credit Agreement
and the other Loan Documents shall remain in full force and effect, and the
parties hereto do expressly ratify and confirm the Credit Agreement as
amended herein. All future references to the Credit Agreement shall be
deemed to refer to the Credit Agreement as amended hereby.
SECTION 6. BINDING NATURE. This Amendment shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs,
successors, successors-in-titles, and assigns.
SECTION 7. COSTS, EXPENSES AND TAXES. Notwithstanding anything to
the contrary contained herein or in the Credit Agreement or any other Loan
Document, Borrower shall not be responsible for the costs and expenses of the
Agent and the Collateral Agent in connection with the preparation, execution
and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the fees and
out-of-pocket expenses of counsel for the Agent and the Collateral Agent with
respect thereto and with respect to advising the Agent and the Collateral
Agent as to its rights and responsibilities hereunder and thereunder.
SECTION 8. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of Georgia.
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SECTION 9. ENTIRE UNDERSTANDING. This Amendment sets forth the
entire understanding of the parties with respect to the matters set forth
herein, and shall supersede any prior negotiations or agreements, whether
written or oral, with respect thereto.
SECTION 10. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts and may be delivered by telecopier. Each counterpart so
executed and delivered shall be deemed an original and all of which taken
together shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
through their authorized officers as of the date first above written.
VARI-LITE INTERNATIONAL, INC.
By:------------------------------------
Name:
Title:
SUNTRUST BANK, ATLANTA,
individually and as Agent and Collateral
Agent
By:------------------------------------
Name:
Title:
By:------------------------------------
Name:
Title:
XXXXX BROTHERS XXXXXXXX & CO.,
individually and as Co-Agent
By:------------------------------------
Name:
Title:
CHASE BANK OF TEXAS, N.A.
(Formerly Texas Commerce Bank National
Association)
By:------------------------------------
Name:
Title:
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COMERICA BANK-TEXAS
By:------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:------------------------------------
Name:
Title:
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