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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT TO QUARTERLY REPORT
FILED PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
AMDAHL CORPORATION
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its quarterly report for the period
ended September 24, 1993 filed on form 10-Q as set forth in the pages attached
hereto:
Part II, Item 6
Index to Exhibits
Exhibit 10(a)
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDAHL CORPORATION
Date: February 7, 1994 By: (Ernest B. Thompson)
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Vice President and
Controller
(Principal Accounting
Officer)
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
10(a) Amendment to Credit Agreement.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
September 24, 1993.
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AMDAHL CORPORATION
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INDEX TO EXHIBITS
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EXHIBIT NAME
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10(a) Amendment dated as of September 24, 1993 to Credit Agreement
dated November 21, 1990.
27 Financial Data Schedule.
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Exhibit 10(a)
AMENDMENT TO CREDIT AGREEMENT
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THIS AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as of September 24,
1993, is entered into by and among AMDAHL CORPORATION ("Amdahl"), AMDAHL
INTERNATIONAL CORPORATION, and AMDAHL CAPITAL CORPORATION (together, the
"Borrowers"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent
for itself and the Banks (the "Agent"), and the several financial institutions
party to the Credit Agreement (collectively, the "Banks").
RECITALS
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A. The Borrowers, Banks, and Agent are parties to a Credit Agreement dated
as of November 21, 1990 (the "Credit Agreement") pursuant to which the Agent and
the Banks have extended certain credit facilities to the Borrowers.
B. Borrowers have requested Banks to agree to certain amendments as set
forth in and subject to the terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Unless Otherwise defined herein, capitalized terms
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used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
2. Amendments to Credit Agreement.
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(a) (i) Solely for the period from September 24, 1993 through January
31, 1994, Paragraph 9.2(d) of the Credit Agreement shall be amended by
deleting it and restating in full as follows:
"(d) Tangible Net Worth. Maintain at all times, on a consolidated
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basis, Tangible Net Worth in an amount not less than $775,000,000."
(ii) Immediately following January 31, 1994, Paragraph 9.2(d) of the
Credit Agreement shall revert to its original form as set forth in the
Credit Agreement.
(b) Paragraph 3.5 of the Credit Agreement shall be
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amended by deleting it and restating it in full as follows:
"3.5 Principal Repayment. Each Term Loan Borrower shall repay the
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principal amount of its Term Loan on January 31, 1994."
3. Representations and Warranties. The Borrowers hereby represent and
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warrant to the Agent and the Banks as follows:
(a) No Event of Default or any event which, with the giving of notice
or passage of time or both, would constitute an Event of Default, has
occurred and is continuing.
(b) The execution, delivery and performance by the Borrowers of this
Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any
Governmental Authority) in order to be effective and enforceable. The
Credit Agreement as amended by this Amendment constitutes the legal,
valid and binding obligations of the Borrowers, enforceable against them
in accordance with its respective terms without defense, counterclaim or
offset.
(c) All representations and warranties of the Borrowers contained in
the Credit Agreement, other than as contained Paragraph 8.11, are true
and correct.
(d) The Borrowers are entering into this Amendment on the basis of
their own investigation and for their own reasons, without reliance upon
the Agent and the Banks or any other Person.
4. Effective Date. (a) This Amendment will become effective as of
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September 24, 1993 (the "Effective Date"), provided that each of the
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following conditions precedent is satisfied:
(i) The Agent has received from the Borrowers and the Majority Banks
satisfactory evidence (including transmission by facsimile) of the
execution and delivery by such Person of this Amendment;
(ii) The Agent has received from the Borrowers a copy of a
resolution passed by the board of directors of such corporations, certified
by the Secretary or an
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Assistant Secretary of such corporations as being in full force and effect
on the date hereof, authorizing the execution, delivery and performance of
this Amendment and all other documents required hereunder, together with an
incumbency certificate;
(iii) All representations and warranties contained herein are true
and correct as of the Effective Date;
(iv) The Agent has received from the Borrowers for the ratable
account of the Banks the amount of Five Hundred Twenty-Five Thousand
Dollars ($525,000), representing payment in full of a non-refundable
amendment fee;
(v) The Agent has received from Amdahl an executed irrevocable
notice of reduction of the Total Commitments to $300,000,000, to become
effective immediately, such notice in substantially the form of Annex A
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hereto (the Lenders and Borrowers hereby agreeing to waive the five
Business Day notice provided for in Paragraph 2.3(c) of the Credit
Agreement); and
(vi) The Agent has received from the Borrowers an executed
irrevocable notice of prepayment in full of Term Loans in the form of
Annex B hereto.
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(b) The amendment at Section 2(a)(i) hereof will cease, with
retroactive effect to the Effective Date, to be effective, and the Credit
Agreement shall be interpreted for all purposes without regard to such
amendment, immediately and automatically if any Borrower shall fail to
pay in full the Term Loans on January 31, 1994.
5. Reservation of Rights. The Borrowers acknowledge and agree that the
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execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to execute similar amendments under the same or similar circumstances in
the future, or to otherwise forbear or relinquish any rights or remedies
available to them in the future.
6. Miscellaneous.
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(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall
henceforth refer to the Credit Agreement as amended by this Amendment.
This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement.
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(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No third
party beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by and construed in accordance
with the law of the State of California.
(d) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument.
(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to
the matters discussed herein and therein. This Amendment supersedes all
prior drafts and communications with respect thereto. This Amendment may
not be amended except in accordance with Paragraph 13.5 of the Credit
Agreement.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall
be invalidated without affecting the remaining provisions of this
Amendment or the Credit Agreement, respectively.
(g) Borrowers covenant to pay to or reimburse the allocated costs and
expenses (including allocated costs of in-house counsel) incurred in
connection with the development, preparation, negotiation, execution and
delivery of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
AMDAHL CORPORATION
By: Michael B. Shahbazian
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Title: Vice President & Treasurer
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AMDAHL INTERNATIONAL CORPORATION
By: Michael B. Shahbazian
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Title: Treasurer
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AMDAHL CAPITAL CORPORATION
By: Michael B. Shahbazian
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Title: Chief Financial Officer
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