1
EXHIBIT 10.4
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of March 12, 1998, is by and among Genicom Corporation
(the "Borrower"), the subsidiaries of the Borrower identified on the signature
pages hereto (the "Guarantors"), the several lenders identified on the
signature pages hereto (each a "Lender" and, collectively, the "Lenders") and
NationsBank of Texas, N.A., as agent for the Lenders (in such capacity, the
"Agent"). Capitalized terms used herein which are not defined herein and which
are defined in the Credit Agreement shall have the same meanings as therein
defined.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent
entered into that certain Amended and Restated Credit Agreement dated as of
September 5, 1997, as amended by that First Amendment to Amended and Restated
Credit Agreement dated October 31, 1997, (the "Existing Credit Agreement").
WHEREAS, the parties have agreed to amend the Existing Credit
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
PART I
DEFINITIONS
SUBPART I.1 Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following meanings:
"Amended Credit Agreement" means the Existing Credit
Agreement as amended hereby.
"Amendment No. 2 Effective Date" is defined in Subpart III.1.
SUBPART I.2 Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Amended Credit
Agreement.
2
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 2
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part II. Except as so amended, the Existing Credit Agreement and all
other Credit Documents shall continue in full force and effect.
SUBPART II.1 Amendments to Section 1.1.
(a) The definition of Consolidated Net Income contained in
Section 1.1 of the Existing Credit Agreement is amended in its
entirety to read as follows:
"Consolidated Net Income" means, for any period, net income
(excluding extraordinary items) after taxes for such period of the
Borrower and its Subsidiaries on a consolidated basis, as determined
in accordance with GAAP; provided, however, that for purposes of
calculating the financial covenants contained in Section 7.11,
Consolidated Net Income shall be calculated to exclude up to
$1,739,000 in non-cash charges incurred during the fourth fiscal
quarter of 1997 in connection with the acquisition of certain assets
of the printer division of Digital Equipment Corporation.
(b) The definition of Consolidated Net Worth contained in
Section 1.1 of the Existing Credit Agreement is amended in its
entirety to read as follows:
"Consolidated Net Worth" means, at any time, total
shareholders' equity of the Borrower and its Subsidiaries on a
consolidated basis at such time, as determined in accordance with GAAP
(but excluding in any event foreign currency translation adjustments);
provided, however, that for the purpose of determining compliance with
the financial covenants contained in Sections 7.11(a) and 7.11(d),
Consolidated Net Worth shall be adjusted upward to reflect up to
$1,739,000 in non-cash charges incurred during the fourth fiscal
quarter of 1997 in connection with the acquisition of certain assets
of the printer division of Digital Equipment Corporation.
SUBPART II.2 New Section 7.16. A new Section 7.16 is hereby added to
the Existing Credit Agreement which reads as follows:
7.16 YEAR 2000 COMPATIBILITY.
The Borrower will and will cause each of its
Subsidiaries to take all action necessary to assure that its
computer based systems are able to operate and effectively
process data including dates on and after January 1, 2000,
and at the reasonable request of the Agent or the Required
Lenders provide evidence to the Lenders of such year 2000
compatibility.
PART III
3
CONDITIONS TO EFFECTIVENESS
SUBPART III.1 Amendment No. 2 Effective Date. This Amendment
shall be and become effective as of the date hereof (the "Amendment No. 2
Effective Date") when all of the conditions set forth in this Subpart 3.1 shall
have been satisfied, and thereafter this Amendment shall be known, and may be
referred to, as "Amendment No. 2."
SUBPART III.1.1 Execution of Counterparts of Amendment. The
Agent shall have received counterparts (or other evidence of
execution, including telephonic message, satisfactory to the Agent) of
this Amendment, which collectively shall have been duly executed on
behalf of each of the Borrower, the Guarantors and the Required
Lenders.
SUBPART III.1.2 Material Adverse Change. Except as otherwise
previously disclosed in writing to the Lenders, no material adverse
change shall have occurred since December 29, 1996 in the condition
(financial or otherwise), business or management of the Borrower or of
the Borrower and its Subsidiaries taken as a whole.
SUBPART III.1.3 Other Items. The Agent shall have received
such other documents, agreements or information which may be
reasonably requested by the Agent.
PART IV
MISCELLANEOUS
SUBPART IV.1 Representations and Warranties. Borrower hereby
represents and warrants to the Agent and the Lenders that, after giving effect
to this Amendment, (a) no Default or Event of Default exists under the Credit
Agreement or any of the other Credit Documents and (b) the representations and
warranties set forth in Section 6 of the Existing Credit Agreement are, subject
to the limitations set forth therein, true and correct in all material respects
as of the date hereof (except for those which expressly relate to an earlier
date).
SUBPART IV.2 Cross-References. References in this Amendment to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of
this Amendment.
SUBPART IV.3 Instrument Pursuant to Existing Credit Agreement. This
Amendment is a Credit Document executed pursuant to the Existing Credit
Agreement and shall (unless otherwise expressly indicated therein) be
construed, administered and applied in accordance with the terms and provisions
of the Existing Credit Agreement.
SUBPART IV.4 References in Other Credit Documents. At such time as
this Amendment No. 2 shall become effective pursuant to the terms of Subpart
3.1, all references in the Credit Documents to the "Credit Agreement" shall be
deemed to refer to the Credit Agreement as amended by this Amendment No. 2.
4
SUBPART IV.5 Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.
SUBPART IV.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE COMMONWEALTH OF
VIRGINIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
SUBPART IV.7 Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
[The remainder of this page has been left blank intentionally]
5
IN WITNESS WHEREOF the parties hereto have caused this Amendment to be
duly executed on the date first above written.
BORROWER:
--------
GENICOM CORPORATION
By Xxxxx X. Xxxx
Title: Senior Vice President and CFO
GUARANTORS:
----------
GENICOM INTERNATIONAL HOLDINGS
CORPORATION
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
GENICOM INTERNATIONAL SALES
CORPORATION
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
DELMARVA TECHNOLOGIES CORPORATION
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
RASTEK CORPORATION
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
[Signatures Continued]
6
ENTERPRISING SERVICE SOLUTIONS CORPORATION
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
PRINTER SYSTEMS CORPORATION
By \s\ Xxxxx X. Xxxx
Title: Senior Vice President and CFO
THE PRINTER CONNECTION, INC.
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
PRINTER SYSTEMS INTERNATIONAL, LTD.
By \s\Xxxxx X. Xxxx
Title: Senior Vice President and CFO
[Signatures Continued]
7
LENDERS:
-------
NATIONSBANK OF TEXAS, N.A.
By \s\Xxxxxx Xxxxx
Title: Senior Vice President
CREDITANSTALT-BANKVEREIN
By \s\ Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
By \s\ Xxxxx X. Xxxxxx
Title: Senior Associate
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management,
as Investment Advisor
By \s\ Payson X. Xxxxxxxxx
Title: Vice President
CRESTAR BANK
By \s\Xxxxx X. Xxxxxxx
Title: Senior Vice President
THE XXXXX NATIONAL BANK OF WASHINGTON, D.C.
By \s\Xxxxxxx X. Xxxxx
Title: Vice President
[Signatures Continued]
8
FLOATING RATE PORTFOLIO
By: Chancellor LGT Senior Secured
Management, Inc., as attorney-in-fact
By
-------------------------------------------
Title:
KZH HOLDING CORPORATION III
By
-------------------------------------------
Title:
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By
-------------------------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By \s\Payson X. Xxxxxxxxx
Title: Vice President
CERES FINANCE LTD.
By \s\X.X. Culliare
Title: Director
AERIES FINANCE LTD.
By
-------------------------------------------
Title:
[Signatures Continued]
9
BANK OF SCOTLAND
By \s\Xxxxx Xxxx Tat
Title: Vice President
NATIONAL CITY BANK OF KENTUCKY
By \s\Xxxx X. Xxxx
Title: Vice President
AGENT:
NATIONSBANK OF TEXAS, N.A.,
as Agent
By \s\Xxxxxx Xxxxx
Title: Senior Vice President
