[Conformed Copy]
AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT dated as of October 14, 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 and Amendment No. 2 dated as of June 15, 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 reduce commitments and increase
pricing, and decrease the level required under the minimum consolidated tangible
net worth and minimum consolidated EBITDA covenants, all as more fully set forth
below;
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; Deletion of Pricing Schedule. (a) The
definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is
amended to replace "and (vi)" with ", (vi)" and to add before the period at the
end thereof the following:
and (vii) the Permitted Third and Fourth 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 "(iv)" with
"(v)" and to add after "(iii) the Permitted Second Quarter 1999 Addback" the
following:
, (iv) the Permitted Third and Fourth Quarter 1999
Addback
(c) The definitions of "Euro-Dollar Margin" and "Pricing Schedule" in
Section 1.01 of the Credit Agreement, and the Pricing Schedule itself, are
deleted.
(d) Section 1.01 of the Credit Agreement is further amended to insert the
following definition in appropriate alphabetical order:
"Permitted Third and Fourth Quarter 1999 Addback" means special
charges (not including the writeoff of deferred taxes) taken in the third
and fourth Fiscal Quarters of 1999 to the extent such special charges in
the third Fiscal Quarter do not exceed $22,000,000 and in the fourth Fiscal
Quarter do not exceed $8,000,000 (and to the extent that such special
charges exceed such amounts then such special charges will be deemed to
equal such amounts), so long as the cash portion of all such special
charges does not exceed $14,000,000.
Section 3. Amendment of Section 2.04. In Section 2.04(a) of the Credit
Agreement, "(x) the Base Rate Margin (as determined in accordance with the
Pricing Schedule" is replaced with "(x) 2.25%", and "the sum of 2% plus the Base
Rate Margin for such day" is replaced with "the sum of 4.25%". In Section
2.04(b) of the Credit Agreement, "the sum of the Euro-Dollar Margin for such
day" is replaced with "the sum of 3.25%", and the definition of "Euro-Dollar
Margin" is deleted. In Section 2.04(c) of the Credit Agreement, "the sum of 2%
plus the Euro-Dollar Margin for such day" is replaced with "the sum of 5.25%".
Section 4. Amendment of Section 2.06. In Section 2.06(a) of the Credit
Agreement, "at the Commitment Fee Rate (determined daily in accordance with the
Pricing Schedule)" is replaced with "of .625%". In Section 2.06(b) of the Credit
Agreement, "in accordance with the Pricing Schedule" is deleted, and the
following paragraph is added at the end thereof:
"Utilization Fee Rate" means (i) .500% on any day on which Usage
exceeds 66%, and (ii) .250% on any day when Usage exceeds 33% but is equal to or
less than 66%.
Section 5. Amendment of Section 5.11. Section 5.11 of the Credit Agreement
is amended to read in its entirety as follows:
Consolidated Tangible Net Worth will at no time on or prior to September
30, 1999 be less than $335,000,000, and will at no time thereafter be less than
$350,000,000. For purposes of this Section 5.11, Consolidated Tangible Net Worth
shall be calculated without giving effect to the writeoff of any deferred taxes
on or after September 30, 1999.
Section 6. Amendment of Section 5.13. (a) The chart in Section 5.13 of the
Credit Agreement is amended to replace "$120,000,000" with "$85,000,000"
opposite September 30, 1999, "$85,000,000" opposite December 31, 1999,
"$75,000,000" opposite March 31, 2000 and "$85,000,000" opposite June 30, 2000.
(b) Section 5.13 of the Credit Agreement is further amended by adding the
following sentence at the end thereof:
For purposes of this Section 5.13, Consolidated EBITDA shall be calculated
without giving effect to the writeoff of any deferred taxes on or after
September 30, 1999.
Section 7. Amendment of Section 5.14. The chart in Section 5.14 of the
Credit Agreement is amended to replace "60" with "70" opposite each of December
31, 1999, March 31, 2000 and June 30, 2000.
Section 8. Reduction of Commitments. On the date on which the conditions to
effectiveness set forth in Section 12 below have been satisfied, the aggregate
amount of the Commitments shall automatically and ratably be reduced to
$75,000,000.
Section 9. 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 10. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 11. 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 12. 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 October 12, 1999, an amendment fee equal to .25% of such Bank's
Commitment (as reduced pursuant to Section 8 above), 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/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Treasurer
CITIBANK, N.A.
By: /s/ J. Xxxxxx Xxxxxx
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Name: J. Xxxxxx Xxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK
By: /s/ Unn Xxxxxxx
---------------------
Name: Unn Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By:
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Name:
Title:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS BANK
By:
---------------------
Name:
Title:
FIRST SECURITY BANK, N.A.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Xxx-Xxx Miao
---------------------
Name: Xxx-Xxx Miao
Title: Group Vice President
By: /s/ Xxxx X. Xxxxx
---------------------
Name: Xxxx X. Xxxxx
Title: Vice President
THE SUMITOMO TRUST & BANKING
CO., LTD.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
THE CIT GROUP/BUSINESS
CREDIT, INC.
By:
---------------------
Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
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Name:
Title:
