June 9, 1994
Genicom Corporation
14800 Conference Center Drive
Suite 400
Westfields Corporate Center
Chantilly, Virginia 22021
Genicom Foreign Sales Corporation
Chase Financial Center
11A & 11B Curacao Gade
P.O. Box 6220
St. Thomas, U.S. Virgin Islands 00804
Re: Extension of and Amendment to Financing Agreements
Gentlemen:
Reference is made to that certain Loan and Security
Agreement dated as of September 25, 1990 (as amended, the "Loan
Agreement") by and among Genicom Corporation ("Genicom"), Genicom
Foreign Sales Corporation ("Genicom FSC"; Genicom and Genicom
FSC, individually and collectively, jointly and severally, the
"Borrower") and The CIT Group/Credit Finance, Inc. ("Lender"), as
assignee of Fidelcor Business Credit Corporation ("Fidelcor"),
together with various other agreements, documents, instruments,
and guaranties, then or now or at any time executed and/or
delivered in connection therewith or otherwise related thereto,
including, but not limited to, the Amended Note (as defined
below) a Letter Agreement re: First Amendment to Financing
Agreements, dated May, 1991, a Letter Agreement, dated March 3,
1992, a Letter Agreement re: Amendment to Financing Agreements,
dated March 24, 1992 and a Letter Agreement re: Extension of and
Amendment to Financing Agreements, dated September 23, 1992 (all
of the foregoing, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or
replaced, being collectively referred to herein as the "Financing
Agreements").
On or about the date hereof, Borrower has requested that
Lender (a) extend the term of the Financing Agreements and
(b) add Enterprising Service Solutions Corporation ("ESSC") as a
"Borrower" under the Financing Agreements and, within the limits
of the Maximum Credit and on and subject to all of the terms and
conditions set forth in the Loan Agreement, make loans, advances
and other financial accommodations available to ESSC; all of
which Lender is willing to do, subject to the terms and
conditions hereof.
In consideration of the foregoing, the parties hereto hereby
agree as follows:
1. Definitions.
(a) Section 10.6(c)(i) of the Loan Agreement is hereby
amended to include ESSC within the definition of the term
"Borrower", and all references to Borrower in the Loan Agreement
and other Financing Agreements shall mean each of Genicom,
Genicom FSC and ESSC, jointly and severally, individually and
collectively, and the successors and assigns of each.
(b) All other capitalized terms used in this Letter
re: Extension of and Amendment to Financing Agreements
("Amendment") which are defined in the Loan Agreement, and are
not otherwise defined herein, shall have the same meaning
specified in the Loan Agreement.
2. Assumption. ESSC hereby (a) expressly assumes, and
confirms and ratifies its assumption of, by means of this
Amendment, all of the Obligations, (b) undertakes and agrees to
perform directly in favor of Lender, jointly and severally with
Genicom and Genicom FSC, which shall remain directly liable
therefor, all of the Obligations in accordance with all of the
terms and provisions of the Financing Agreements; and
(c) acknowledges and confirms that the Obligations so assumed
shall be secured by all assets and properties of ESSC now or
hereafter constituting Collateral.
3. Restatement. The Obligations of Genicom and Genicom
FSC to Lender assumed by ESSC as aforesaid shall be repayable as
follows: (a) the Term Loan to Genicom shall be repayable in
accordance with the terms of the Restated and Amended Promissory
Note, dated as of September 26, 1992, executed and delivered by
Genicom in favor of Lender in the original principal amount of
$3,339,650 (the "Amended Note"), the Loan Agreement and the other
Financing Agreements and (b) the remaining balance of the
Obligations of Genicom and Genicom FSC shall constitute and be
deemed joint and several Obligations of Genicom, Genicom FSC and
ESSC, and shall be repayable in accordance with the terms of the
Financing Agreements.
4. Adoption. All of the Financing Agreements are hereby
and shall be deemed adopted and assumed in full by ESSC and
considered as agreements between ESSC and Lender, except as
otherwise provided herein. ESSC hereby ratifies, restates,
affirms and confirms all of the terms and conditions of the
Financing Agreements.
5. Acknowledgement of Indebtedness. Borrower hereby
acknowledges, confirms and agrees that Borrower is indebted to
Lender as of the close of business on June 7, 1994, for
Obligations in the principal amount of not less than
$20,323,038.63, together with interest accrued and accruing
thereon, and all fees, costs and expenses and other charges now
or hereafter payable by Borrower to Lender under the Financing
Agreements, all of which is unconditionally owed by Borrower to
Lender without offset, defense or counterclaim of any kind,
nature or description whatsoever. Genicom and Genicom FSC each
hereby acknowledges and agrees that the assumption by ESSC of the
Obligations pursuant to this Amendment or otherwise, does not, in
any manner, constitute payment of, impair, limit, cancel,
extinguish, release or diminish the Obligations of Genicom and
Genicom FSC under the Loan Agreement and the other Financing
Agreements. Genicom and Genicom FSC each hereby acknowledges,
confirms and agrees that the Obligations and the security
interests, liens and encumbrances upon their respective
properties and assets heretofore granted to Lender to secure the
Obligations shall continue in full force and effect from and
after the date hereof.
6. Direct Grant of Security Interest by ESSC. As security
for the prompt performance, observance and payment in full of
all Obligations, ESSC hereby grants to Lender a continuing
security interest in, lien upon and a right of setoff against the
Collateral, and ESSC hereby assigns, transfers, pledges and sets
over to Lender all of its now owned and hereafter acquired
interests in the Collateral.
7. Confirmation of Guaranties and Collateral Therefor.
(a) Genicom FSC and Genicom Canada Inc. ("Genicom
Canada") hereby ratify and confirm (i) each of the Guaranties
dated as of September 25, 1990 to which each is a party
originally made in favor of Fidelcor and now held by Lender with
respect to the Obligations of Genicom to Lender, and (ii) all
grants, pledges and assignments, security interests, liens or
other collateral for such Guaranties or other obligations of
Genicom FSC and/or Genicom Canada heretofore granted, made and/or
delivered in favor of Fidelcor now held by Lender.
(b) Genicom hereby ratifies and confirms (i) its
Guaranty dated as of September 25, 1990 originally made in favor
of Fidelcor and now held by Lender with respect to the
Obligations of Genicom FSC to Lender, and (ii) all grants,
pledges and assignments, security interests, liens or other
collateral for such Guaranty or other obligations of Genicom
heretofore granted, made and/or delivered in favor of Fidelcor
and now held by Lender.
(c) Genicom International Holdings Corporation
("Genicom Holdings"), Genicom International Limited ("Genicom
(UK)") and Genicom Limited ("Genicom Ltd.") hereby ratify and
confirm (i) each of their Guaranties or Guarantees and
Indemnities, as the case may be, dated as of September 25, 1990,
to which such companies are a party, originally made in favor of
Fidelcor and now held by Lender with respect to the Obligations
of the Borrower to Lender, and (ii) all grants, pledges and
assignments, security interests, liens or other collateral for
Guaranties or Guaranties and Indemnities or other obligations of
such companies heretofore granted, made and/or delivered in favor
of Fidelcor and now held by Lender.
(d) Delmarva Technologies Corporation ("Delmarva")
hereby ratifies and confirms (i) its Guaranty dated March 27,
1991 in favor of Lender with respect to the Obligations of
Borrower to Lender, and (ii) all grants, pledges and assignments,
security interests, liens or other collateral for such Guaranty
or other obligations of Delmarva heretofore granted, made and/or
delivered in favor of Lender.
(e) Rastek Corporation ("Rastek") hereby ratifies and
confirms (i) its Guaranty dated September 23, 1992 in favor of
Lender with respect to the Obligations of Borrower to Lender, and
(ii) all grants, pledges and assignments, security interests,
liens or other collateral for such Guaranty or other obligations
of Rastek heretofore granted, made and/or delivered in favor of
Lender.
(f) Genicom, Genicom FSC, Genicom (UK), Genicom Ltd.,
Genicom Holdings, Delmarva and Rastek hereby acknowledge, confirm
and agree that (i) all Obligations of the Borrower referred to
and/or described in, and guaranteed to Lender pursuant to, any
Guaranty, Guarantees, or Guarantees and Indemnities described in
paragraphs 6(a) through 6(e), inclusive (individually and
collectively, "Existing Guaranty") to which each of the aforesaid
companies is respectively a party mean and refer to and include
all Obligations of ESSC, whether assumed under this Amendment or
now or hereafter incurred or arising under any of the Financing
Agreements and (ii) all grants, pledges and assignments, security
interests, liens or other collateral for the Existing Guaranty to
which each of the aforesaid companies is respectively a party
shall secure all Obligations of ESSC guaranteed under such
Existing Guaranty, whether assumed under this Amendment or now or
hereafter incurred or arising under any of the Financing
Agreements.
(g) Contemporaneously herewith, ESSC has executed and
delivered a Guaranty in favor of Lender, pursuant to which ESSC
has unconditionally guaranteed to Lender the prompt payment and
performance of the Obligations of Genicom and Genicom FSC to
Lender.
8. Amendments to Financing Agreements.
(a) Eligible Accounts Owned by ESSC. The following
sentence is hereby added as the last sentence of Section 2.1(d)
of the Loan Agreement:
"In addition to, and not in limitation of the
foregoing, accounts owed by Computervision
Corporation ("Computervision") to Enterprising
Service Solutions Corporation ("ESSC") shall not
constitute Eligible Accounts unless Computervision
has executed and delivered in favor of Lender a
non-offset letter with respect to all such
accounts, in form and substance satisfactory to
Lender in its sole discretion, which non-offset
letter (i) shall provide, among other things, that
Computervision shall remit directly to Lender
payment of all of Computervision's accounts at any
time owing to ESSC without offset, defense,
counterclaim or deduction and (ii) must at all
times remain in full force and effect and shall
not have been rescinded, terminated, modified or
amended, in whole or in part, by Computervision."
(b) Eligible Inventory. Section 2.1(g) of the Loan
Agreement is hereby deleted in its entirety and replaced with the
following:
"(g) "Eligible Inventory" is inventory in one of
the categories of inventory listed in Section
10.1(b)(ii) owned by Genicom Corporation, Genicom
Foreign Sales Corporation or Genicom Limited which
is and remains acceptable to Lender for lending
purposes and is located at one of the addresses
set forth in Section 10.6(e). Notwithstanding
anything to the contrary contained in this
Agreement, it is expressly understood and agreed
that no inventory now or hereafter owned by
Enterprising Service Solutions Corporation
constitutes, or shall constitute, Eligible
Inventory."
(c) Combined Net Worth. Section 6.11 of the Loan
Agreement is hereby deleted in its entirety and replaced with the
following:
"6.11 Borrower shall at all times maintain
working capital and net worth (each as determined,
on a consolidated basis, in accordance with
generally accepted accounting principles of the
United States, in effect on the date hereof,
consistently applied) in the amounts set forth in
Section 10.5 and Borrower shall not, directly or
indirectly, expend or commit to expend, for fixed
or capital assets (including capital lease
obligations) an amount in excess of the capital
expenditure limit set forth in Section 10.5 in any
fiscal year of Borrower. For purposes of
calculating the Combined Net Worth of the direct
and indirect subsidiaries of Borrower identified
in Section 10.5, amounts due Genicom Corporation
from any such subsidiary shall be considered
equity in such subsidiary."
(d) Term. Section 9.1 of the Loan Agreement is hereby
deleted in its entirety and replaced with the following:
"This Agreement shall only become effective upon
execution and delivery by Borrower and Lender and
shall continue in full force and effect through
and including December 30, 1996 (the "Extended
Term") and shall be deemed automatically renewed
for successive terms of one (1) year thereafter
unless terminated as of the end of the Extended
Term or any renewal term (each a "Term") by either
party giving the other written notice at least
sixty (60) days prior to the end of the then-
current Term. Notwithstanding the foregoing, in
the event either Borrower or Lender delivers
written notice to the other, on or before
October 30, 1996, terminating this Agreement as of
the expiration of the Extended Term, at the sole
option of Lender, by written notice delivered by
Lender to Borrower on or before December 15, 1996,
the Extended Term shall be extended to and shall
terminate on January 5, 1997."
(e) Termination; Early Termination Fee. Section 9.2
of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"Borrower may also terminate this Agreement by
giving Lender at least thirty (30) days prior
written notice at any time upon payment in full of
all of the Obligations as provided herein,
including the early termination fee provided
below. Lender shall also have the right to
terminate this Agreement at any time upon or
after the occurrence of an Event of Default. If
Lender terminates this Agreement upon or after the
occurrence of an Event of Default, or if Borrower
shall terminate this Agreement as permitted herein
effective prior to the end of the then-current
Term, in addition to all other Obligations,
Borrower shall pay to Lender, upon the effective
date of termination, in view of the impracticality
and extreme difficulty of ascertaining actual
damages and by mutual agreement of the parties as
to a reasonable calculation of Lender's lost
profits, an early termination fee equal to two
(2%) percent of the Maximum Credit if such
termination occurs on or prior to December 30,
1995 and one (1%) percent of the Maximum Credit if
such termination occurs after December 30, 1995
but on or prior to the end of the Extended Term or
the end of any renewal term. Notwithstanding the
foregoing, in the event that, prior to such
termination, Genicom Corporation issues additional
shares of its capital stock to a third party in an
aggregate amount equal to at least 19% of the
shares of capital stock of Genicom Corporation
issued and outstanding as of June 5, 1994 in a
transaction with a third party to which Lender has
consented in accordance with the terms and
provisions of this Agreement, then the early
termination fee shall in all events be $75,000."
(f) Accounts Lending Formula. Section 10.1(b)(i) of
the Loan Agreement is hereby deleted in its entirety and replaced
with the following:
"(i) Eligible Accounts Percentages:
(A) Eligible Other Accounts
(expressly excluding those created
by ESSC): 85%
(B) Eligible Distributor Accounts
(expressly excluding those
created by ESSC): 75%
(C) Eligible Foreign Accounts (expressly
excluding those created by ESSC): 80%
(D) Eligible Accounts of Borrower's
Eligible Subsidiaries: 80%
(E) Eligible Accounts of ESSC: 80%"
(g) Inventory Lending Formulas. Section 10.1(b)(ii)
of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"(ii) Eligible Inventory Percentages:
(A) Finished goods consisting of line
printers: 28.70%
(B) Finished goods consisting of serial
printers: 21.00%
(C) Finished goods consisting of laser
printers: 28.00%
(D) Manufactured and purchased parts for
printers held for sale to customers
in the ordinary course of business as
spare parts: 18.90%
(E) Spare parts held for manufacturing of
printers: 11.90%
(F) Manufactured and purchased relay
parts: 13.75%
(G) Finished goods consisting of relay
parts: 30.25%
(H) Service parts: 10.50%."
(h) Accounts Sublimit. The following subsection is
hereby added to Section 10.1(c) of the Loan Agreement, as Section
10.1(c)(vi):
"(vi) In respect of Eligible Accounts
owed by Computervision
to ESSC $750,000"
(i) Letter of Credit Accommodations. Section 10.3(a)
of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:
"(a) Lender's charge for
Accommodations: 3.5% per annum"
(j) Interest Rate. Section 10.4(a) of the Loan
Agreement is hereby deleted in its entirety and replaced with the
following:
"(a) Interest Rate:
Prime Rate plus 3% per annum"
(k) Financial Covenants. Section 10.5 of the Loan
Agreement is hereby deleted in its entirety and replaced with the
following:
"10.5 Financial Covenants:
As to Borrower: Not applicable
As to the following
direct and indirect
subsidiaries of
Borrower: Genicom Canada Inc.
Genicom International
Limited
Genicom Limited
Genicom S.A.
Genicom GmbH
Genicom SpA
Genicom Pty Limited
Combined Net worth: $8,307,750"
(l) Field Examiner Charges. The reference to "$450
per person, per day for Lender's examiners" contained in Section
6.13(d) of the Loan Agreement is hereby deleted in its entirety
and replaced with the following:
"$550 per person, per day for Lender's examiners"
9. General Provisions.
(a) ESSC Inventory Advances. CIT acknowledges that it
is willing to further amend the Loan Agreement, subsequent to
execution of this Amendment, to provide for the making of
Revolving Loans with respect to Eligible Inventory owned by ESSC,
subject to CIT's receipt of a written appraisal report for such
inventory satisfactory to CIT in its sole discretion. Such
Revolving Loans with respect to such inventory shall be at such
advance rates and subject to such sublimits as CIT shall require
in its sole discretion.
(b) Effect of this Amendment. Except as specifically
amended hereby, no other changes to the Loan Agreement or any
other Financing Agreements are intended or implied, and in all
other respects the Loan Agreement and the other Financing
Agreements are in full force and effect and are hereby
specifically ratified, restated and confirmed by the parties
hereto as of the date hereof, except that in the event of any
conflict between any term or provision of this Amendment and any
term or provision of the Financing Agreements, the term or
provision of this Amendment shall control.
(c) Counterparts. This Amendment may be executed in
any number of counterparts, but all of such counterparts shall
together constitute but one and the same Amendment.
Very truly yours,
THE CIT GROUP/CREDIT FINANCE, INC.
By:_______________________________
Title:____________________________
AGREED TO:
GENICOM CORPORATION
By:_________________________
Title:______________________
GENICOM FOREIGN SALES CORPORATION
By:_________________________
Title:______________________
ENTERPRISING SERVICE
SOLUTIONS CORPORATION
By:_________________________
Title:______________________
ACKNOWLEDGED AND AGREED TO:
RASTEK CORPORATION
By:_________________________
Title:______________________
[SIGNATURES CONTINUED ON NEXT PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
GENICOM CANADA INC.
By:_________________________
Title:______________________
GENICOM INTERNATIONAL HOLDINGS
CORPORATION
By:_________________________
Title:______________________
GENICOM INTERNATIONAL LIMITED
By:_________________________
Title:______________________
GENICOM LIMITED
By:_________________________
Title:______________________
DELMARVA TECHNOLOGIES CORPORATION
By:_________________________
Title:______________________
S41\CIT\GENICOM\AMND-LTR.603
