CONSENT AND AMENDMENT NO. 11
Dated as of September 6, 1995
to
RESTATED AND AMENDED CREDIT AGREEMENT
Dated as of July 27, 1992
This Consent and Amendment No. 11 ("Amendment") dated
as of September 6, 1995 is entered into between RHI
Holdings, Inc., a Delaware corporation ("RHI") and Citicorp
North America, Inc., as the sole "Senior Lender" (as defined
in the Credit Agreement identified below) of RHI.
Capitalized terms used herein without definition are used
herein as defined in the Credit Agreement.
PRELIMINARY STATEMENT:
RHI, certain Affiliates of RHI as Borrowers, certain
financial institutions as Senior Lenders, the Agents, and
the Administrative Agent are parties to that certain
Restated and Amended Credit Agreement dated as of July 27,
1992, as amended (the "Credit Agreement").
RHI has notified the Administrative Agent, pursuant to
Section 4.03(a) of the Credit Agreement, of its intention to
reduce the Facility A Commitments to $4,250,000 and, in
connection therewith, has requested (i) that the Credit
Agreement be amended in certain respects as more
particularly described in its letter dated August 30, 1995,
a copy of which is attached hereto as Exhibit A, and (ii)
that the sole Senior Lender of RHI consent to the release of
the Liens in favor of the Administrative Agent against
capital stock of Banner Aerospace, Inc. securing the
Obligations of RHI under Facility A and termination of the
Special Increase II Pledge Agreement concurrently with RHI's
providing cash collateral for the Facility Outstandings for
Facility A in an amount equal to one hundred five percent
(105%) thereof.
Subject to the terms and conditions stated herein, RHI
and the sole Senior Lender of RHI have agreed to further
amend the Credit Agreement as set forth in Section 1.
SECTION 1. Amendments to the Credit Agreement.
Effective as of September 6, 1995, subject to the
satisfaction of the conditions precedent set forth in
Section 3 hereof, the Credit Agreement is hereby amended as
follows:
1.1 Section 1.01 is amended:
(i) to delete the definition of "Facility A Cash Collateral
Amount" in its entirety and substitute therefor the
following:
"Facility A Cash Collateral Amount" shall mean one
hundred and five percent (105%) of the Facility Outstandings
for Facility A."
(ii) to delete the definition of "Facility A Collateral Loan
Value" in its entirety,
(iii) for purposes of determining the Facility A Commitment
of each of the Facility A Lenders and the Facility A
Commitments, to delete clause (ii) of the definition of
"Facility Commitment" in its entirety and substitute the
following therefor:
(ii) with respect to Facility A and each Facility A
Lender, the amount set forth below such Facility A Senior
Lender's name under the heading 'Facility A Commitment' on
the signature page of Consent and Amendment No. 11 to this
Agreement, or, as the case may be, on the signature pages of
the Assignment Agreement pursuant to which such Facility A
Senior Lender became a Facility A Senior Lender hereunder in
accordance with the provisions of Section 16.02, as such
amount may be reduced or increased (whether temporarily or
permanently) from time to time pursuant to the terms of this
Agreement, including any reduction resulting from the
assignment of all or a portion of such Facility A Senior
Lender's Facility A Commitment in accordance with Section
16.02.
and to delete clause (iii) of the definition of "Facility
Commitments" in its entirety and substitute the following
therefor:
(iii) at any time, with respect to Facility A, the
lesser of (a) $4,250,000 and (b) the amount of cash
collateral then on deposit with the Administrative Agent as
described in Section 4.02(d)
and (iv) to delete the reference to "Facility A
$5,000,000" in the definition of "L/C Subfacility" and
substitute therefor a reference to "Facility A
$4,250,000".
1.2 Section 3.05(b) is amended to add the following
provision at the end thereof:
Notwithstanding the foregoing, Revolving Credit Loans
made under Facility A shall not be subject to the
limitations set forth in the immediately preceding sentence.
1.3 Section 3.06 is amended to delete the first
sentence thereof in its entirety and substitute the
following therefor:
The Revolving Credit Loans made under Facility A are
evidenced by Amended and Restated Series A Revolving Credit
Notes in a maximum aggregate principal amount of $4,250,000.
1.4 Section 4.01 is amended to delete the provisions
of clause (d) thereof in their entirety.
1.5 Section 4.02(d) is amended to delete the first
sentence thereof in its entirety and to substitute the
following therefor:
The Facility A Borrower shall maintain, at all times, a
deposit of cash collateral with the Administrative Agent in
an amount equal to at least the Facility A Cash Collateral
Amount subject to an agreement in the form attached to
Consent and Amendment No. 11 to this Agreement as Exhibit B
thereto.
1.6 Section 4.04 is amended to delete the phrase
"$5,000,000 with respect to the Facility A Borrower" from
subsection (b) thereof in its entirety and substitute the
following therefor:
$4,250,000 with respect to the Facility A Borrower
and to add the following provision at the end of such
Section:
(e) Notwithstanding the foregoing, no Temporary
Subfacility Reserves shall be effected against the Facility
A Commitments.
1.7 Article IV is amended to add the following
provision at the end thereof:
SECTION 4.07 Required Additional Cash Collateral. RHI
shall, at all times when the principal amount of its
Obligations exceeds $4,250,000 due to Interest Rate Exposure
or Foreign Exchange Exposure, maintain a deposit of cash
collateral with the Administrative Agent (in addition to
cash collateral required under Section 4.02(d)) as part of
the Collateral securing its Obligations in an amount equal
to the amount by which its Obligations exceed $4,250,000.
1.8 Section 9.01 is amended to delete any requirement
under clause (a) thereof for monthly financial statements to
be delivered by RHI.
1.9 Section 9.05 is amended to add the following
provision at the end thereof:
Notwithstanding the foregoing, RHI shall only be
required to deliver such profit/loss and investment schedule
quarterly within fifty-five (55) days after the end of each
fiscal quarter in each Fiscal Year of RHI.
1.10 Section 11.14 is amended to delete the reference
to $1,250,000 in clause (a) (i) thereof in its entirety and
substitute therefor a reference to $2,000,000.
SECTION 2. Consent. The undersigned Senior Lender of
RHI hereby consents to the release of the Liens of the
Administrative Agent under the Special Increase II Pledge
Agreement and termination of such Special Increase II Pledge
Agreement concurrently with this Amendment becoming
effective.
SECTION 3. Conditions Precedent to Effectiveness of
this Amendment. This Amendment shall become effective as of
September 5, 1995 if, and only if, the Administrative Agent
shall have received (i) on or before September 5, 1995, a
facsimile or original executed copy of this Amendment, a
Pledge Agreement in the form attached as Exhibit B, and a
Note Modification Agreement in the form attached as Exhibit
C executed by RHI and (ii) on or before September 6, 1995, a
deposit to Account No. 40639167 at Citibank, N.A. at its
office at 399 Park Avenue, New York, New York in the amount
of $3,917,500 in addition to other amounts heretofore
deposited thereto.
SECTION 4. Representations and Warranties. RHI
hereby represents and warrants as follows:
4.1 This Amendment 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.
4.3 Upon the effectiveness of this Amendment, RHI
hereby reaffirms all covenants, representations and
warranties made by it 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 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, 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 or in the
note modification agreement referenced in Section 3 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 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
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 by telecopier shall be
effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 7. Governing Law. This Amendment 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 are included herein for convenience of reference
only and shall not constitute a part of this Amendment for
any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers
thereunto duly authorized as of the date first above
written.
RHI HOLDINGS, INC. CITICORP NORTH AMERICA,
INC.
By: Karen L. Schneckenburger By: Colin M. Cohen
Title: Treasurer Title: Managing Director
Facility A Commitment:
$4,250,000
EXHIBIT A
to Consent and Amendment No. 11
Dated as of September 6, 1995
RHI AMENDMENT AND CONSENT REQUEST
Attached
EXHIBIT B
to Consent and Amendment No. 11
Dated as of September 6, 1995
FORM OF PLEDGE AGREEMENT
Attached
EXHIBIT C
to Consent and Amendment No. 11
Dated as of September 6, 1995
FORM OF NOTE MODIFICATION AGREEMENT
Attached