EXHIBIT 4.2
[CONFORMED COPY]
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of September 10, 1997 among: IMATION CORP., a
Delaware corporation (the "Borrower"); each of the lenders party to the Credit
Agreement referred to below (the "Lenders"); and CITICORP USA, INC., as
administrative agent (in such capacity, the "Administrative Agent").
The Borrower, the Lenders, certain Issuing Banks and Swing Line Lenders
and the Administrative Agent are parties to the Credit Agreement dated as of
July 1, 1996 (as from time to time amended, the "Credit Agreement"). The
Borrower has requested the Lenders to amend the Credit Agreement in certain
respects, and the Lenders are willing to so amend the Credit Agreement, all on
the terms and conditions set forth herein. Accordingly, the parties hereto
hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the Administrative Agent's receipt of
this Amendment No. 1, duly executed by the Borrower, the Required Lenders and
the Administrative Agent, but effective as of the date hereof, the Credit
Agreement shall be amended as follows:
A. Definitions. Section 1.01 of the Credit Agreement is amended by
inserting the following definitions (or, in the case of any definition for a
term that is defined in the Credit Agreement before giving effect to this
Amendment No. 1, by amending and restating such definition to read as set forth
below):
"Capitalized Information Technology Costs" means costs
incurred by the Borrower and its Subsidiaries in connection with their
design, testing and implementation of information technology systems,
which costs are capitalized by the Borrower on its Consolidated balance
sheet in accordance with GAAP.
"Consolidated Net Income" means, for any period, the net
income of the Borrower and its Subsidiaries (determined on a
Consolidated basis without duplication) for such period.
"Consolidated Tangible Net Worth" means, as at any date of
determination, the sum for the Borrower and its Subsidiaries
(determined on a Consolidated basis without duplication) of the
following (as reported on the
Consolidated balance sheet of the Borrower as at the last day of the
fiscal quarter of the Borrower ending on or most recently ended prior
to the date of determination):
(a) the amount of capital stock; plus
(b) the amount of surplus and retained earnings (or,
in the case of a surplus or retained earnings deficit, minus
the amount of such deficit); minus
(c) the sum of the following: cost of treasury shares
and the book value of all assets that should be classified as
intangibles (without duplication of deductions in respect of
items already deducted in arriving at surplus and retained
earnings) but in any event including goodwill, minority
interests, research and development costs, trademarks, trade
names, copyrights, patents and franchises, unamortized debt
discount and expense, all reserves and any write-up in the
book value of assets resulting from a revaluation thereof
subsequent to December 31, 1995, but excluding Capitalized
Information Technology Costs made subsequent to June 30, 1996;
plus
(d) the amount of non-recurring charges to
Consolidated Net Income (not exceeding $100,000,000 in the
aggregate) resulting from discontinuance of operations, and
divestitures and acquisitions (whether effected through one
transaction or series of related transactions and whether
through purchase or sale of assets, merger or otherwise) of
businesses, divisions or Subsidiaries of the Borrower, made
subsequent to September 30, 1996.
B. Net Worth. Section 5.04 of the Credit Agreement shall be amended by
amending paragraph (c) thereof to read in its entirety as follows:
"(c) Consolidated Tangible Net Worth. Maintain Consolidated
Tangible Net Worth on each day during each calendar year (commencing
with the calendar year beginning January 1, 1997) of not less than the
sum of (i) $875,000,000 plus (ii) an amount equal to 50% of
Consolidated Net Income for each fiscal quarter of the Borrower
beginning after December 31, 1997 for which Consolidated Net Income is
positive."
C. General. References in the Credit Agreement to "this Agreement"
(including indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.
Section 3. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that:
(a) the representations and warranties contained in each Loan
Document are correct on and as of the date hereof, as though made on
and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such
specific date); and
(b) no event has occurred and is continuing that constitutes a
Default or an Event of Default.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement and each of the other Loan Documents shall remain unchanged and in
full force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart. This Amendment No. 1 shall be governed by, and
construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
THE BORROWER
IMATION CORP.
By /s/ Deborah D. Weiss
Name: Deborah D. Weiss
Title: Treasurer
THE ADMINISTRATIVE AGENT
CITICORP USA, INC.
By /s/ Eileen G. Ogimachi
Name: Eileen G. Ogimachi
Title: Attorney-in-Fact
THE LENDERS
CITICORP USA, INC.
By /s/ Eileen G. Ogimachi
Name: Eileen G. Ogimachi
Title: Attorney-in-Fact
BANCA COMMERCIALE ITALIANA-CHICAGO
BRANCH
By /s/ Diana R. Lamb
Name: Diana R. Lamb
Title: Vice President
By /s/ Mark D. Mooney
Name: Mark D. Mooney
Title: Vice President
FIRST BANK NATIONAL ASSOCIATION
By /s/ Mark R. Olmon
Name: Mark R. Olmon
Title: Vice President
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH
By /s/ Hiroyuki Iwami
Name: Hiroyuki Iwami
Title: Joint General Manager
BANK OF MONTREAL
By____________________________
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By /s/ Jeffrey R. Arnold
Name: Jeffrey R. Arnold
Title: Vice President
DEUTSCHE BANK, AG-CHICAGO BRANCH
By /s/ Hans-Josef Thiele
Name: Hans-Josef Thiele
Title: Director
By /s/ Robert Wood
Name: Robert Wood
Title: Director
MELLON BANK, N.A.
By /s/ Christine Plumb
Name: Christine Plumb
Title: Vice President
THE SAKURA BANK, LIMITED-CHICAGO
BRANCH
By /s/ Takao Okada
Name: Takao Okada
Title: Senior Manager
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ S. Battinell
Name: S. Battinell
Title: Vice President
By /s/ Lisa Walker
Name: Lisa Walker
Title: Associate
THE YASUDA TRUST & BANKING COMPANY,
LIMITED
By /s/ Koichiro Inoue
Name: Koichiro Inoue
Title: Joint General Manager
BANK OF AMERICA ILLINOIS
By /s/ Kevin McMahon
Name: Kevin McMahon
Title: Managing Director
THE FUJI BANK, LIMITED
By /s/ Peter L. Chinnici
Name: Peter L. Chinnici
Title: Joint General Manager
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD. CHICAGO BRANCH
By /s/ Armund J. Schoen, Jr.
Name: Armund J. Schoen, Jr.
Title: Senior Vice President
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By ____________________________
Name:
Title:
SOCIETE GENERALE
By /s/ Steven R. Fercho
Name: Steven R. Fercho
Title: Vice President
NATIONSBANK, N.A.
By /s/ Valerie C. Mills
Name: Valerie C. Mills
Title: Sr. Vice President