Exhibit 10(g)(xviii)
FIFTH AMENDMENT TO AMENDED AND RESTATED
SECURED REVOLVING CREDIT AGREEMENT
BY AND AMONG
QMS, INC. and
QMS CIRCUITS, INC.,
as Borrowers,
and AMSOUTH BANK OF ALABAMA (formerly known as
AMSOUTH BANK N.A.), as Agent,
and AMSOUTH BANK OF ALABAMA (formerly known as
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 December 9, 1994
FIFTH AMENDMENT TO AMENDED AND RESTATED
SECURED REVOLVING CREDIT AGREEMENT
This Fifth Amendment to Amended and Restated Secured Revolving Credit
Agreement (this "Fifth Amendment") is entered into as of the 9th day of
December, 1994 by and among QMS, Inc. and QMS Circuits, Inc., as Borrowers
(each a "Borrower" and collectively "Borrowers"), AmSouth Bank of Alabama
(formerly known as 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,
by that certain Third Amendment to Amended and Restated Secured Revolving
Credit Agreement entered into by the parties hereto as of November 19, 1993,
and by that certain Fourth Amendment to Amended and Restated Secured
Revolving Credit Agreement (the "Fourth Amendment") entered into by the
parties hereto as of April 22, 1994, the "Secured Revolving Credit
Agreement"), and AmSouth Bank of Alabama (formerly known as AmSouth
Bank N.A.), National City Bank, Kentucky 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.
WITNESSETH
WHEREAS, the Borrowers have requested that the Lenders waive
noncompliance during the fourth quarter of Borrowers' 1994 fiscal year with
certain provisions of the Secured Revolving Credit Agreement, 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, modify certain covenants.
NOW, THEREFORE, in consideration of the mutual promises herein
contained and for other valuable consideration, the receipt and sufficiency
of which is hereby acknowledge, the parties hereto agree as follows:
1. Section 2.14(b) of the Secured Revolving Credit Agreement is
hereby amended by restating such Section 2.14(b) in its entirety to read as
follows:
(b) 40% of Eligible Inventory, less the amount, if
any, by which 40% of Eligible Inventory exceeds $15.0
million (provided that such $15.0 million amount shall
be reduced to $12.0 million at the end of December,
1994, $10.0 million at the end of January, 1995, $8.0
million at the end of February, 1995 and $7.5 million
at the end of March, 1995, and shall be further reduced
by $500,000 at the end of each month thereafter; less
2. Section 9.22 of the Secured Revolving Credit Agreement (which was
added by the Fourth Amendment) is hereby amended by restating such Section
9.22 in its entirety to read as follows:
9.22 Profitability. Borrowers shall not permit net
income (after taxes and 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; $500,000 for the first quarter
of Borrowers' 1995 fiscal year; and $1,000,000 for each
fiscal quarter thereafter; nor shall Borrowers permit
net income (after taxes and all other charges against
income) of QMS and its Consolidated Subsidiaries to be
less than: $2.0 million for the December, 1994
reporting period, a loss of $500,000 for the January,
1995 reporting period, zero (0) for the February, 1995
reporting period, and $1.0 million for the March, 1995
reporting period. In addition to the foregoing, from
and after April 1, 1995, Borrower shall not permit net
income (after taxes and all other charges against
income) of QMS and its Consolidated Subsidiaries to
reflect (a) a loss in excess of $400,000 in any single
monthly reporting period, or (b) an aggregate loss in
excess of $400,000 for any two months in a single
fiscal quarter.
3. In the event that on March 31, 1995, National City Bank, Kentucky
remains as a Lender hereunder: (a) Borrower shall pay to Agent for the
account of Lenders the sum of $90,000; and (b) effective April 1, 1995,
Section 4.02(a)(i) of the Secured Revolving Credit Agreement shall be
amended by restating such Section 4.01(a)(i) in its entirety to read as
follows:
(i) The AmSouth Prime Rate in effect from day to day
plus two percent (2%), or
and Section 3.03 of the Secured Revolving Credit Agreement shall be amended
by deleting from the third line thereof the phrase "one-fourth of one
percent (1/4 of 1%)" and substituting therefor the phrase "one-half of one
percent (1/2 of 1%)".
4. Lenders hereby waive the defaults under Sections 9.10 and 9.16 of
the Secured Revolving Credit Agreement resulting from the noncompliance of
Borrowers with the requirements of such Sections for the fourth quarter of
Borrowers' 1994 fiscal year, to the extent such noncompliance has been
disclosed heretofore by Borrowers to Lenders.
5. The provisions of this Fifth Amendment shall not be deemed to
extend or to have any other effect on the current Commitment Termination
Date under the Secured Revolving Credit Agreement, and, except as
specifically provided herein, the provisions hereof shall not be deemed a
waiver by Lenders of, or consent by Lenders to noncompliance by Borrowers
with, any other provisions of the Loan Documents, including without
limitation the cross-default provisions of Section 10.01(d) of the Secured
Revolving Credit Agreement.
6. Lenders hereby consent to amendment of the QMS/CGLIC $20,000,000
Note Agreement to correspond to the amendments set forth in Section 2
above.
7. Borrowers agree that upon the execution and delivery by each of
the parties hereto of this Fifth Amendment, Borrowers shall pay to Agent
for the account of Lenders (a) a waiver fee in the amount of $10,000, and
(b) an amendment fee in the amount of $10,000 pursuant to Section 12.02 of
the Secured Revolving Credit Agreement.
8. This Fifth 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 or a facsimile thereof.
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\C. D. DALEY BY: \s\C. D. DALEY
Title: EVP FINANCE & ADMIN. Title: EVP FINANCE & ADMIN
AGENT
AmSOUTH BANK OF ALABAMA, as agent for
Lenders pursuant to the terms of
the Secured Revolving Credit
Agreement
BY: \s\DEBRA L. HARRISON
Title: VICE PRESIDENT
LENDERS
AmSOUTH BANK OF ALABAMA
BY: \s\DEBRA L. HARRISON
Title: VICE PRESIDENT
NATIONAL CITY BANK, KENTUCKY
BY: \s\CARRIE C. TATE
Title: VICE PRESIDENT
NATIONSBANK OF GEORGIA, N.A.
BY: \s\SHAWN B. WELCH
Title: V. P.