Amendment No. 9
Dated as of May 25, 1995
RESTATED AND AMENDED CREDIT AGREEMENT
Dated as of July 27, 1992
This Amendment No. 9 ("Amendment No. 9") dated as of
May 25, 1995, is entered into between RHI Holdings, Inc., a
Delaware corporation ("RHI") and Citicorp North America, Inc., a
Delaware corporation (the "RHI Senior Lender"), the sole Senior
Lender of RHI.
PRELIMINARY STATEMENT. RHI, the RHI Senior Lender,
certain financial institutions in the capacities of Agents and
Administrative Agent for the Senior Lenders are parties, among
others, to that certain Restated and Amended Credit Agreement
dated as of July 27, 1992, as amended (the "Credit Agreement").
Capitalized terms used herein without definition are used herein
as defined in the Credit Agreement.
RHI has requested certain consents and certain
amendments to the Credit Agreement to permit (i) limited sales of
Accounts by RHI and its domestic subsidiaries and (ii) the
increase to $17,300,000 of RHI's combined permitted investment in
Fairchild Convac GmbH ("Convac") and SBC; and RHI Senior Lender
has agreed to such request on the terms and conditions set forth
herein.
SECTION 1. Amendment to the Credit Agreement. Subject
to the satisfaction of the conditions precedent set forth in
Section 3 below, Section 11.07B(a) is hereby deleted in its
entirety and replaced with the following new Section 11.07B(a):
"SECTION 11.07B Sale of Accounts. Except as otherwise
permitted hereunder:
(a) RHI shall not, and shall not permit any of its
Domestic Subsidiaries to, directly or indirectly, sell, with
recourse or without, or discount or otherwise sell to any Person,
any of its Accounts or any of its notes or obligations receivable
in any amount other than (i) up to a total of $18,000,000 face
amount of Accounts in the aggregate during the term of this
Agreement, without recourse to RHI or any of its Subsidiaries,
and (ii) up to an additional $12,000,000 face amount of
Accounts in the aggregate during the term of this Agreement, with
recourse, provided such recourse is only to Convac and not to any
other Person."
SECTION 2. Consent. The limitations on investments by
RHI and its subsidiaries in Convac and SBC are set forth in
consent letters between RHI and the RHI Senior Lender dated June
10, 1994 and August 12, 1994, respectively. The RHI Senior
Lender hereby consents to the combination of such investment
limitations, into a single limit, and to the increase of such
combined limit from $15,300,000 to $17,300,000, provided,
however, that the calculation of such investment limitation shall
be based upon a nonfluctuating DM/$US exchange rate of 1.666 (the
spot rate as of June 10, 1994). To the extent that this Section
2 shall be in any way inconsistent with the provisions of Section
11.03B of the Credit Agreement (re: investments permitted to be
made by RHI), the provisions of this Section 2 shall be the
governing and controlling provisions.
SECTION 3. Conditions Precedent to Effectiveness. The
amendment and consent set forth in Sections 1 and 2 above shall
become effective and be deemed effective as of the date hereof,
if, and only if, the Administrative Agent shall have received on
or before May 25, 1995, a facsimile or original executed copy of
this Amendment No. 9 executed by RHI and the RHI Senior Lender.
SECTION 4. Representations and Warranties. RHI hereby
represents and warrants as follows:
4.1 This Amendment No. 9 and the Credit Agreement as
previously executed and amended and as amended hereby, constitute
legal, valid and binding obligations of RHI and are enforceable
against RHI in accordance with their terms.
4.2 No Event of Default or Potential Event of Default
exists or would result from any of the transactions contemplated
by this Amendment No. 9.
4.3 Upon the effectiveness of this Amendment No. 9,
RHI hereby reaffirms all covenants, representations and
warranties made by such Person in the Credit Agreement to the
extent the same are not amended hereby, and agrees that all such
covenants, representations and warranties shall be deemed to have
been remade as of the date this Amendment No. 9 becomes effective
(unless a representation and warranty is stated to be given on
and as of a specific date, in which case such representation and
warranty shall be true, correct and complete as of such date).
SECTION 5. Reference to and Effect on the Credit
Agreement.
5.1 Upon the effectiveness of this Amendment No. 9,
each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import shall
mean and be a reference to the Credit Agreement, as amended
hereby, and each reference to the Credit Agreement in any other
document, instrument or agreement executed and/or delivered in
connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.
5.2 Except as specifically amended above, the Credit
Agreement, the Notes and all other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed.
5.3 The execution, delivery and effectiveness of this
Amendment No. 9 shall not operate as a waiver of any right, power
or remedy of any Senior Lender or Agent or the Administrative
Agent under the Credit Agreement, the Notes or any of the other
Loan Documents, nor constitute a waiver of any provision
contained therein, except as specifically set forth herein.
SECTION 6. Execution in Counterparts. This Amendment
No. 9 may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of this
Amendment No. 9 by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment No. 9.
SECTION 7. Governing Law. This Amendment No. 9 shall
be governed by and construed in accordance with the laws of the
State of New York.
SECTION 8. Headings. Section headings in this
Amendment No. 9 are included herein for convenience of reference
only and shall not constitute a part of this Amendment No. 9 for
any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 9 to be executed by their respective officers
thereunto duly authorized as of the date first above written.
CITICORP NORTH AMERICA, INC.
By: Emily Rosensheck
Title: Vice President
RHI HOLDINGS, INC.
By: Karen L. Schneckenburger
Title: Treasurer