Amendment No. 2
Dated as of October 1, 1993
to
RESTATED AND AMENDED CREDIT AGREEMENT
Dated as of July 27, 1992
THIS Amendment No. 2 ("Amendment No. 2") dated as of
October 1, 1993, is entered into among VSI Corporation, a
Delaware corporation ("VSI"), the "Senior Lenders" (as defined in
the Credit Agreement referred to below) a party hereto, Citicorp
North America, Inc., a Delaware corporation ("Citicorp"), The
Bank of Nova Scotia, a Canadian chartered bank ("Scotiabank"),
and Nationsbank of Virginia, N.A., a national banking association
("NationsBank") as agents for the Senior Lenders (Citicorp,
Scotiabank and NationsBank being sometimes hereinafter
collectively referred to as the "Agents"), and Citicorp, as
administrative agent for the Senior Lenders (the "Administrative
Agent").
PRELIMINARY STATEMENT. RHI Holdings, Inc., a Delaware
corporation, Fairchild Industries, Inc., a Delaware corporation,
VSI, the 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 by Amendment No. 1 thereto
dated as of June 30, 1993, the "Credit Agreement"). Subject to
the terms and conditions stated herein, VSI and its Senior
Lenders have agreed to further amend the Credit Agreement as
hereinafter set forth. Capitalized terms used herein without
definition are used herein as defined in the Credit Agreement.
SECTION 1. Amendments to the Credit Agreement.
Effective as of the date of this Amendment No. 2 and
subject to the satisfaction of the conditions precedent set forth
in Section 2 below, the Credit Agreement is hereby amended as
follows:
1.1 The definition of "Consolidated EBITDA" set forth
in Section 1.01 is hereby amended to delete clause (xi) thereof
in its entirety and to substitute the following provision
therefor: "(xi) with respect to Fiscal Years ending June 30,
1993 and June 30, 1994, $10,000,000 in the aggregate of non-cash
inventory writeoffs for both such Fiscal Years".
1.2 Section 12.07 is hereby amended to delete the
table headed "Date" and "Minimum EBITDA" in its entirety and to
substitute the following table therefor:
Date Minimum EBITDA
---- --------------
First Quarter, 1994 $62,000,000
Second Quarter, 1994 $62,000,000
Third Quarter, 1994 $62,000,000
Fourth Quarter, 1994 $67,000,000
First Quarter, 1995 $73,600,000
Second Quarter, 1995 $75,360,000
Third Quarter, 1995 $77,120,000
Fourth Quarter, 1995 $80,000,000
First Quarter, 1996 $81,600,000
Second Quarter, 1996 $83,360,000
Third Quarter, 1996 $85,120,000
Fourth Quarter, 1996 $88,000,000
First Quarter, 1997 $89,600,000
Second Quarter, 1997 $91,360,000
SECTION 2. Conditions Precedent to Amendment No. 2;
Effectiveness. This Amendment No. 2 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 October 1,
1993 twenty-five (25) execution copies of this Amendment executed
by VSI and a minimum of those Senior Lenders representing the
Requisite Senior Lenders of VSI.
SECTION 3. Representations and Warranties. VSI hereby
represents and warrants as follows:
(a) This Amendment No. 2 and the Credit Agreement as
previously executed and amended and as amended hereby, constitute
legal, valid and binding obligations of VSI and are enforceable
against VSI in accordance with their terms.
(b) No Event of Default or Potential Event of Default
exists or would result from any of the transactions contemplated
by this Amendment No. 2.
(c) Upon the effectiveness of this Amendment No. 2,
VSI hereby reaffirms all covenants, representations and
warranties made 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. 2 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 4. Reference to and Effect on the Credit
Agreement.
4.01 Upon the effectiveness of this Amendment No. 2,
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.
4.02 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.
4.03 The execution, delivery and effectiveness of this
Amendment No. 2 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 5. Execution in Counterparts. This Amendment
No. 2 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. 2 by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment No. 2.
SECTION 6. Governing Law. This Amendment No. 2 shall
be governed by and construed in accordance with the laws of the
State of New York.
SECTION 7. Headings. Section headings in this
Amendment No. 2 are included herein for convenience of reference
only and shall not constitute a part of this Amendment No. 2 for
any other purpose.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed by their respective officers
thereunto duly authorized as of the date first above written.
VSI CORPORATION
By Karen L. Schneckenburger
--------------------------------
Title: Treasurer
CITICORP NORTH AMERICA, INC.,
individually as a Senior Lender,
as one of the Agents for the Senior
Lenders and as Administrative Agent
for the Senior Lenders
By Colin M. Cohen
--------------------------------
Title: Vice President
THE BANK OF NOVA SCOTIA,
individually as a Senior Lender
and as one of the Agents for
the Senior Lenders
By Amanda Norsworthy
--------------------------------
Title: Assistant Agent
NATIONSBANK OF VIRGINIA, N.A.,
individually as a Senior Lender
and as one of the Agents for the
Senior Lenders
By Robert A. Sharpe, II
--------------------------------
Title: Senior Vice President
GENERALE BANK,
as a Senior Lender
By E. Matthews & Hans Neukomm
--------------------------------
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
as a Senior Lender
By Brady Sadek
--------------------------------
Title: Vice President & Deputy General Manager
CAISSE NATIONALE DE CREDIT AGRICOLE,
as a Senior Lender
By
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Title:
MITSUBISHI BANK, LTD.,
as a Senior Lender
By Minoru Akimoto
--------------------------------
Title: Senior Vice President and
Manager
CANADIAN IMPERIAL BANK OF COMMERCE,
as a Senior Lender
By Julie Wochos
--------------------------------
Title: Authorized Signatory
PILGRIM PRIME RATE TRUST,
as a Senior Lender
By Kathleen Lenarcic
--------------------------------
Title: Senior Credit Analyst
UNION BANK,
as a Senior Lender
By Patrick M. Cassidy
--------------------------------
Title: Vice President
WELLS FARGO BANK, N.A.,
as a Senior Lender
By
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Title:
EATON VANCE PRIME RATE RESERVES,
as a Senior Lender
By Jeffrey S. Garner
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Title: Vice President