EXHIBIT 10.15(d)
EXECUTION COPY
AMENDMENT NO. 4 TO
RESTRUCTURED CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of February 1, 1996 among Memorex Telex Corporation (the
"Company"), Memorex Telex N.V., Memorex Telex Holding N.V., Memorex Telex
Distribution N.V., Tulsa Computer Products, Ltd., the Lenders listed on the
signature pages hereof and Morgan Guaranty Trust Company of New York, in its
capacity as agent (the "Agent").
WITNESSETH :
WHEREAS, the parties hereto have heretofore entered into the Restructured
Credit and Guaranty Agreement dated as of March 24, 1994 (as heretofore amended,
the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to provide for
additional covenants under the Agreement and to waive certain provisions
thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. DEFINITIONS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall from and after the date hereof refer to the Agreement as amended
hereby.
SECTION 2. DEFERRAL OF PRINCIPAL AND INTEREST. The Lenders agree to defer
all payments of interest on the Notes accruing prior to March 31, 1996 to, and
all such interest not heretofore paid shall be due and payable on, March 31,
1996. The Lenders further agree to defer the payment of the principal of the
Loans that is currently scheduled to be due on December 31, 1995 to, and such
payment of principal shall be due and payable on, March 31, 1996.
SECTION 3. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 4. COUNTERPARTS; EFFECTIVENESS. This Amendment shall become
effective as of the date hereof when the Agent shall have received duly
executed counterparts hereof signed by (i) all parties hereto other than the
Lenders and (ii) each of the Lenders (or in the case of any party from which
an executed counterpart shall not have been received, the Agent shall have
received facsimile, telegraphic, telex or other written confirmation from
such party). This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be duly executed as of the date first above written.
BORROWERS AND GUARANTOR
MEMOREX TELEX N.V.
By
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Title:
MEMOREX TELEX CORPORATION
By
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Title:
MEMOREX TELEX DISTRIBUTION N.V.
By
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Title:
MEMOREX TELEX HOLDING N.V.
By
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Title:
TULSA COMPUTER PRODUCTS, LTD.
By
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Title:
3
AGENT:
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Agent
By
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Title:
LENDERS:
ABN AMRO BANK N.V.,
AMSTERDAM BRANCH
By
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Name:
Title:
BANQUE WORMS CAPITAL CORP.
By
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Name:
Title:
BAYERISCHE VEREINSBANK
AKTIENGESELLSCHAFT,
LONDON BRANCH
By
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Name:
Title:
CERBERUS PARTNERS, L.P.
By
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Name:
Title:
4
GRACE BROTHERS LTD.
By
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Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, LONDON BRANCH
By
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Name:
Title:
NEW VERNON PARTNERS L.P.
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
PARESCO INC.
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
PEARL STREET L.P.
By
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Name:
Title:
5
PEQUA TRADING CORP.
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY
By
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Name:
Title:
By
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Name:
Title:
SARANAC INVESTORS L.P.
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By
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Name:
Title:
6
THE PRESIDENT AND FELLOWS
OF HARVARD COLLEGE
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
THE ROCKEFELLER FOUNDATION
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
VEGA OFFSHORE FUND TRUST
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
VEGA PARTNERS L.P.
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
7
VEGA PARTNERS II L.P.
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
25307 PARTNERSHIP
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
8