Exhibit No. 10(g)(xv)
FOURTH AMENDMENT TO AMENDED AND RESTATED
SECURED REVOLVING CREDIT AGREEMENT
BY AND AMONG
QMS, INC. and
QMS CIRCUITS, INC.,
as Borrowers,
and AMSOUTH BANK N.A., as AGENT,
and AMSOUTH BANK N.A.,
NATIONAL CITY BANK, KENTUCKY (formerly known as
FIRST NATIONAL BANK OF LOUISVILLE),
and NATIONSBANK OF GEORGIA, N.A., as LENDERS
* * *
$30,000,000.00
* * *
As of April 22, 1994
FOURTH AMENDMENT TO AMENDED AND RESTATED
SECURED REVOLVING CREDIT AGREEMENT
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This Fourth Amendment to Amended and Restated secured Revolving Credit
Agreement (this "Fourth Amendment") is entered into as of the 22 day of April,
1994 by and among QMS, Inc. and QMS Circuits, Inc., as Borrowers (each a
"Borrower" and collectively "Borrowers"), AmSouth Bank N.A. as Agent for Lenders
("Agent") to the extent and in the manner provided in Article XI of that certain
Amended and Restated Secured Revolving Credit Agreement entered into by the
parties hereto or their predecessors in interest as of October 2, 1992 (as
amended by that certain First Amendment to Amended and Restated Secured
Revolving Credit Agreement entered into by the parties hereto as of April 2,
1993, by that certain Second Amendment to Amended and Restated Secured Revolving
Credit Agreement entered into by the parties hereto as of June 30, 1993 (the
"Second Amendment"), and by that certain Third Amendment to Amended and Restated
Secured Revolving Credit Agreement entered into by the parties hereto as of
November 19, 1993, the "Secured Revolving Credit Agreement"), and AmSouth Bank
N.A., National City Bank, Kentucky (formerly known as First National Bank of
Louisville) and NationsBank of Georgia, N.A., as Lenders (each a Lender and
collectively "Lenders"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Secured Revolving Credit
Agreement.
W I T N E S S E T H
WHEREAS, the Borrowers have requested that the Lenders extend the
Commitment Termination Date to January 30, 1996, and Lenders have agreed to do
so upon the terms and conditions set forth herein, including amendment of the
Secured Revolving Credit Agreement as hereinafter set forth to, among other
things, include certain additional covenants.
NOW, THEREFORE, in consideration of the mutual promises herein contained
and for other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Pursuant to Section 2.25(i) of the Secured Revolving Credit Agreement
and without prejudice to the provisions of Section 2.25(ii) thereof, Lenders and
Borrowers hereby agree to the extension of the date of payment of the
indebtedness evidenced by the Notes to January 30, 1996.
2. ARTICLE IX of the Secured Revolving Credit Agreement is hereby amended
by adding new Sections 9.21 and 9.22 thereto, which shall immediately follow
Section 9.20 (which was added by the Second Amendment) and shall read as
follows:
9.21 QUARTERLY INTEREST COVERAGE RATIO. Borrowers shall not permit
the ration of Earnings Before Interest and Taxes to Interest Expense
to be less than: 2.00 to 1 for the third quarter of Borrowers' 1994
fiscal year; 2.00 to 1 for the fourth quarter of Borrowers' 1994
fiscal year; 2.25 to 1 for the first quarter of Borrowers' 1995 fiscal
year; and 2.50 to 1 for the second quarter of Borrowers' 1995 fiscal
year and for each fiscal quarter thereafter.
9.22 PROFITABILITY. Borrowers shall not permit net income (after
taxes and all other charges against income) of QMS and its
Consolidated Subsidiaries to be less than: $500,000 for the third
quarter of Borrowers' 1994 fiscal year; $750,000 for the fourth
quarter of Borrowers' 1994 fiscal year and $1,000,000 for the first
quarter of Borrowers' 1995 fiscal year; and for each fiscal quarter
thereafter.
3. The provisions of this Fourth Amendment shall not be deemed a waiver
by Lenders of, or consent by Lenders to noncompliance by Borrowers with, any
provisions of the Loan Documents, including without limitation the cross-default
provisions of Section 10.01(d) of the Secured Revolving Credit Agreement.
4. Lenders hereby consent to amendment of the QMS/CGLIC $20,000,000 Note
Agreement to correspond to the amendments set fourth in Section 2 above.
5. This Fourth Amendment to Amended and Restated Secured Revolving Credit
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement, and any of the parties
hereto may execute this agreement by signing any such counterpart.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of the
day and year first above written.
BORROWERS
QMS, Inc. QMS CIRCUITS, INC.
By:/s/Charles D. Daley By:/s/Charles D. Daley
Name: CHARLES D. DALEY Name: CHARLES D. DALEY
Title: EVP FINANCE & Title: VP FINANCE
ADMINISTRATION
AGENT
AMSOUTH BANK N.A., as agent for
Lenders pursuant to the terms
of the Secured Revolving Credit
Agreement
By:/s/Debra L. Harrison
Name: DEBRA L. HARRISON
Title: VICE PRESIDENT
LENDERS
AMSOUTH BANK N.A.
By:/s/Debra L. Harrison
Name: DEBRA L. HARRISON
Title: VICE PRESIDENT
NATIONAL CITY BANK, KENTUCKY
(formerly known as First National
Bank of Louisville)
By:/s/John Simms
Name: JOHN SIMMS
Title: VICE PRESIDENT
NATIONSBANK OF GEORGIA, N.A.
By:/s/Shawn B. Welch
Name: SHAWN B. WELCH
Title: ACTING VICE PRESIDENT