EXHIBIT 10.15(f)
EXECUTION COPY
AMENDMENT NO. 6 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. WAIVER. Compliance with the requirement of Section 6.11 of
the Agreement that the ratio of EBITDA to Cash Interest Expense for the
period of twelve consecutive calendar months ending on December 31, 1995 not
be less than 2.50 to 1.00 is hereby waived.
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) the Required 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
----------------------------------
Title:
MEMOREX TELEX CORPORATION
By
----------------------------------
Title:
MEMOREX TELEX DISTRIBUTION N.V.
By
----------------------------------
Title:
MEMOREX TELEX HOLDING N.V.
By
----------------------------------
Title:
TULSA COMPUTER PRODUCTS, LTD.
By
----------------------------------
Title:
3
AGENT:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By
----------------------------------
Title:
LENDERS:
ABN AMRO BANK N.V.,
AMSTERDAM BRANCH
By
----------------------------------
Name:
Title:
BANQUE WORMS CAPITAL CORP.
By
----------------------------------
Name:
Title:
BAYERISCHE VEREINSBANK
AKTIENGESELLSCHAFT, LONDON BRANCH
By
----------------------------------
Name:
Title:
CERBERUS PARTNERS, L.P.
By
----------------------------------
Name:
Title:
4
GRACE BROTHERS LTD.
By
----------------------------------
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, LONDON BRANCH
By
----------------------------------
Name:
Title:
NEW VERNON PARTNERS L.P.
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
PARESCO INC.
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
PEARL STREET L.P.
By
----------------------------------
Name:
Title:
5
PEQUA TRADING CORP.
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
PRINCIPAL MUTUAL LIFE
INSURANCE COMPANY
By
----------------------------------
Name:
Title:
By
----------------------------------
Name:
Title:
SARANAC INVESTORS L.P.
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
By
----------------------------------
Name:
Title:
6
THE PRESIDENT AND FELLOWS
OF HARVARD COLLEGE
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
THE ROCKEFELLER FOUNDATION
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
VEGA OFFSHORE FUND TRUST
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
VEGA PARTNERS L.P.
By: Whippoorwill Associates, Inc.,
as General Partner
By
----------------------------------
Name:
Title:
7
VEGA PARTNERS II L.P.
By: Whippoorwill Associates, Inc.,
as General Partner
By
----------------------------------
Name:
Title:
25307 PARTNERSHIP
By: Whippoorwill Associates, Inc.,
as agent
By
----------------------------------
Name:
Title:
8