EXHIBIT 10.15(e)
EXECUTION COPY
AMENDMENT NO. 5 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").
W I T N E S S E T H :
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. BRIDGE LOAN. The Lenders consent to the execution, delivery
and performance by the parties thereto of the Term Loan and Guaranty
Agreement (as amended from time to time, the "Bridge Agreement") to be
entered into by Cardinal Investment Company, Inc. (or an affiliated
partnership or other entity or entities) ("Cardinal"), as lender, the
Company, as borrower and each of the Obligors, as guarantors, substantially
in the form of the draft dated January 31, 1996 previously delivered to the
Lenders, including the granting of Liens by the borrowers and guarantors
thereunder to secure the loans made thereunder and the loaning by the
borrowers of the proceeds of such loans to the
Company. The Lenders also waive Section 6.22 of the Agreement in order to
allow the Parent to enter into the Definitive Agreement referred to below, it
being understood that no Obligor shall take any action which would be
required to be taken pursuant to, or in satisfaction of any condition
contained in, such Definitive Agreement which is not permitted by the
Agreement unless and until all necessary amendments or waivers have been
given or made pursuant to the Agreement.
SECTION 3. AMENDMENTS TO COVENANTS AND DEFAULTS. The Lenders agree that
as part of the amendment and restatement of the Agreement entered into with
the consent of each of the parties to the Agreement in connection with the
consummation of the transactions contemplated by the Financing Agreement (the
"Definitive Agreement") among Cardinal Investment Company, Inc., the Parent
and certain Subsidiaries of the Parent (including the Company) substantially
in the form of the draft dated January 29, 1996 Previously delivered to the
Lenders, the covenants set forth in Article VI of the Agreement shall be
amended substantially as set forth in Annex A hereto and the Events of
Default set forth in Article VII of the Agreement shall be amended
substantially as set forth in Annex B hereto. The effectiveness of such
amendment and restatement of the Agreement shall be conditioned upon, among
other things, receipt by the Parent of the proceeds of issuance of at least
$21,430,000 aggregate principal amount of the Convertible Notes (as defined
in the Definitive Agreement).
SECTION 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. 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.
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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:
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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 General Partner
By
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Name:
Title:
7
VEGA PARTNERS II L.P.
By: Whippoorwill Associates, Inc.,
as General Partner
By
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Name:
Title:
25307 PARTNERSHIP
By: Whippoorwill Associates, Inc.,
as agent
By
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Name:
Title:
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