Exhibit 10(y)
AMENDMENT NO. 2
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AMENDMENT NO. 2 dated as of December 30, 1996 to Revolving Credit and
Term Loan Agreement dated as of October 31, 1995 (as the same was heretofore
amended by an Amendment No. 1 dated as of April 30, 1996, the "Credit
Agreement") by and among Guest Supply, Inc., Guest Packaging, Inc. and
Xxxxxxxxxxxx-Xxxx Co. (collectively, the "Borrower") and PNC Bank, National
Association and First Union National Bank, formerly known as First Fidelity
Bank, N.A. (each a "Lender" and collectively the "Lenders") and PNC Bank,
National Association as agent for the Lenders (in such capacity, the "Agent").
Capitalized terms used herein and not defined herein are used herein as defined
in the Credit Agreement.
W I T N E S S E T H:
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WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement in order to amend a certain financial covenant contained therein; and
WHEREAS, the Lenders are willing to amend the Credit Agreement to
reflect such change and make such other revisions as the Lenders deem
appropriate and desirable.
NOW, THEREFORE, in consideration of the premises and the agreements
hereinafter contained, the parties hereto agree as follows:
1. All references to this "Agreement" shall refer to the Credit
Agreement, as amended by Amendment No. 1 and this Amendment No. 2, and as the
same may hereafter be amended, supplemented or otherwise modified from time to
time.
2. As of the effective date hereof:
(a) Section 6.14 is hereby amended in its entirety as follows:
"6.14 Cash Flow Test. Permit the Cash Flow Test Ratio,
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applicable to each quarter of GSI independently (and not in
relation to four consecutive quarters as had previously been the
case) to be less than 1.00 at the quarter ending June 30, 1996;
less than 1.40 at the quarter ending September 30, 1996, less
than 1.50 at each quarter ending December 31, 1996
and March 31, 1997; thereafter, from the quarter ending June 30,
1997 through the Maturity Date, not permit the Cash Flow Ratio
Test to be less than 1.50 at the end of any period of four
consecutive fiscal quarters of GSI; provided however, that the
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Cash Flow Ratio Test shall not be applied at all to GSI's quarter
ending March 31, 1996."
3. In consideration of the Lenders' agreeing to enter into this
Amendment No. 2, on or before the effective date hereof Borrower shall pay to
the Agent for the benefit of and disbursement to the Lenders, an amendment fee
of $3,500 of which $2,187.50 is payable to PNC and $1,312.50 is payable to First
Union.
4. In order to induce the Lenders to enter into this Amendment No.
2, the Borrower makes the following representations and warranties which shall
survive the execution and delivery hereof:
(a) All of the representations made by or on behalf of the
Borrower in the Credit Agreement are true on and as of the date
hereof;
(b) This Amendment No. 2 has been duly authorized, executed and
delivered by the Borrower;
(c) Neither the execution and delivery of this Amendment No. 2
by the Borrower, nor consummation by the Borrower of the
transactions herein contemplated, nor compliance by the Borrower
with the terms, conditions and provisions hereof will conflict
with or result in a breach of any of the terms, conditions or
provisions of (i) the Borrower's Certificate of Incorporation or
By-Laws, (ii) any agreement or instrument to which the Borrower
is now a party or by which the Borrower, or to which the property
of the Borrower, is, or may be, bound, or constitute a default
thereunder, or result thereunder in the creation or imposition of
any security interest, mortgage, lien, charge or encumbrance or
any nature whatsoever upon any of the properties or assets of the
Borrower, or (iii) any judgment or order, writ, injunction or
decree of any court; and
(d) No action of, or filing with, any governmental or public
body or authority is required to authorize, or is otherwise
required in connection with, the execution, delivery and
performance of this Amendment No. 2 by the Borrower.
5. This Amendment No. 2 shall become effective upon receipt by the
Agent on behalf of the Lenders of a fully executed original hereof.
6. Except as expressly amended by this Amendment No. 2 all terms and
provisions of the Credit Agreement, and all rights of the Lenders and all
obligations of the Borrower thereunder shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 2 as of the 30th day of December, 1996.
BORROWERS:
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QUEST SUPPLY, INC.
By: ____________________
Name: P. Xenis
Title: Vice President
of Finance
GUEST PACKAGING, INC.
By: ____________________
Name: P. Xenis
Title: Vice President
of Finance
XXXXXXXXXXXX-XXXX CO.
By: ____________________
Name: P. Xenis
Title: Vice President
of Finance
LENDERS:
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PNC BANK, NATIONAL ASSOCIATION
By: ____________________
Name: Xxxxx X. Xxxx
Title: Vice President
FIRST UNION NATIONAL BANK FORMERLY KNOWN
AS FIRST FIDELITY BANK, N.A.
By: ____________________
Name: Xxxxx X. Xxxx
Title: Vice President
AGENT:
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PNC BANK, NATIONAL ASSOCIATION
By: ____________________
Name: Xxxxx X. Xxxx
Title: Vice President
