FOURTH AMENDMENT
TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") dated as
of February 26, 1998, by and among EASY GARDENER, INC. (f.k.a. Easy Gardener
Acquisition Corp.), a Delaware corporation, (the "Borrower") U.S. HOME & GARDEN
INC., a Delaware corporation, ("Guarantor"), THE PROVIDENT BANK, an Ohio banking
corporation, ("Agent") and LASALLE NATIONAL BANK, ANTARES LEVERAGED CAPITAL
CORP. and THE PROVIDENT BANK ("Lenders").
PRELIMINARY STATEMENT
WHEREAS, Borrower, Agent and Lenders have entered into a Credit
Agreement dated as of August 9, 1996, as amended by a First Amendment to Credit
Agreement dated as of April 3, 1997, by a Second Amendment dated as of May 9,
1997, and by a Third Amendment dated as of June 30, 1997 (the "Credit
Agreement") whereby Lenders agreed on August 9, 1996 to make Term Loans to
Borrower in an amount up to $25,250,000.00. Prior to the Fourth Amendment
Closing Date (as defined below), the amount outstanding thereunder had been
reduced to $20,270,000.00. The Lenders have agreed in connection with this
Fourth Amendment and in connection with the closings of the Weed Wizard
Acquisition and the Land Master Acquisition (each as defined below) to make
additional Term Loan amounts available to Borrower up to an aggregate of
$10,000,000.00 ("Fourth Amendment Advance") on the Fourth Amendment Closing Date
subject to the terms and conditions hereof; and
WHEREAS, Borrower has changed its name from Easy Gardener Acquisition
Corp. to Easy Gardener, Inc. on July 3, 1997; and
WHEREAS, Borrower has requested Agent and Lenders to provide additional
loans to fund the purchase by Borrower of the assets of Landmaster Products,
Inc. and Weed Wizard, Inc. and to provide general working capital; and
WHEREAS, Borrower, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof;
NOW, THEREFORE, the parties hereto agree to supplement and amend the
Credit Agreement upon such terms and conditions as follows:
1. Capitalized Terms. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this Fourth
Amendment.
2. Name Change. All references to "Easy Gardener Acquisition Corp." in
the Credit
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Agreement and in the Schedules and Exhibits thereto are hereby amended to read
"Easy Gardener, Inc.".
3. Definitions; Exhibits; and Schedules;
a) The definition of "Applicable Margin" contained in Section
1.2 of the Credit Agreement is hereby amended to delete the words "(but not the
Term Loan II)" contained in the proviso of such definition.
b) The following definitions contained in Section 1.2 of the
Credit Agreement are hereby amended in their entirety to read as follows:
"Interest Expense" means, for any period, and with respect to
Borrower and its Subsidiaries on a consolidated basis, interest expense
of such Persons determined in accordance with GAAP, including interest
paid or expensed during such period, plus interest required or
permitted to be capitalized in accordance with GAAP, excluding the
amortization of all fees and closing costs payable in connection with
the incurrence of the Indebtedness under this Agreement.
"Loans" means the Revolving Credit Loans and the Term Loan.
"Pledge Agreement" means a pledge agreement substantially in
the form of Exhibit I hereto pledging (a) all of the issued and
outstanding capital stock of Borrower, of whatever class or
description, made by Guarantor to the Agent for the benefit of Lenders
as additional collateral security for the payment of Guarantor's
obligations under the Guaranty Agreement; and (b) all of the capital
stock of each direct or indirect Subsidiary of Borrower or Guarantor
now owned or hereafter formed or acquired, of whatever class or
description, made by the holder of such stock to the Agent for the
benefit of the Lender as additional collateral security for the Loans
or the Subsidiary Guaranty of such Subsidiary, as the case may be; in
each case, with such changes in the text of the Pledge Agreement to
reflect the obligations secured thereby.
"Revolving Credit Commitment" means Eight Million and 00/100
Dollars ($8,000,000.00) during the months of June through October and
Twenty Million and 00/100 Dollars ($20,000,000.00) during the months of
November through May of each year.
"Term Loan" has the meanings set forth in Section 2.4.
"Term Notes" has the meanings set forth in Section 2.5.
c) Section 1.2 of the Credit Agreement is hereby amended to
add the following definitions to read in their entirety as follows:
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"Fourth Amendment Closing Date" means February 26, 1998.
"Landmaster" means Landmaster Products, Inc.
"Landmaster Acquisition" means the acquisition by Borrower of
substantially all of the assets of Landmaster pursuant to the terms of
the Landmaster Acquisition Agreement.
"Landmaster Acquisition Agreement" means the Assets Purchase
Agreement dated within ninety (90) days of the Fourth Amendment Closing
Date, among Borrower, Guarantor, Landmaster and the various
shareholders thereto.
"Weed Wizard" means Weed Wizard, Inc., a Georgia corporation.
"Weed Wizard Acquisition" means the acquisition by Weed Wizard
Acquisition Corp. of substantially all of the assets of Weed Wizard
pursuant to the terms of the Weed Wizard Acquisition Agreement.
"Weed Wizard Acquisition Agreement" means the Assets Purchase
Agreement dated as of February 26, 1998, among Weed Wizard Acquisition
Corp., Guarantor, Weed Wizard, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
"Weed Wizard Acquisition Corp." means Weed Wizard Acquisition
Corp., a Delaware corporation.
d) The following definitions contained in Section 1.2 of the
Credit Agreement are deleted in their entirety:
"Term Loan I" and "Term Loan II" have the respective meanings
set forth in Section 2.4.
"Term Notes I" and " Term Notes II" have the respective
meanings set forth in Section 2.4.
e) Schedule 1 of the Credit Agreement is hereby amended in its
entirety to read as listed on Schedule 1 to this Fourth Amendment.
f) The Credit Agreement is hereby amended to add a new
Schedule 4.17 to read in its entirety as Schedule 4.17 to this Fourth Amendment.
g) Exhibit B of the Credit Agreement is hereby amended in its
entirety by Exhibit B attached to this Fourth Amendment.
h) Exhibit C of the Credit Agreement is hereby amended in its
entirety by Exhibit C attached to this Fourth Amendment.
i) Exhibit D of the Credit Agreement is hereby amended in its
entirety by Exhibit D attached to this Fourth Amendment.
j) Exhibit E of the Credit Agreement is hereby deleted as an
Exhibit to the Credit Agreement.
4. General. All references to "Term Loans" in the Credit Agreement are
hereby amended to read "Term Loan". All references to "Term Loan I" in the
Credit Agreement are hereby amended to read "the Term Loan".
5. Term Loan Commitments. (a) Section 2.4 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Section 2.4 Term Loan Commitments. Each Lender, severally and
not jointly, subject to the terms and conditions of this Agreement, hereby
agrees to make loans to Borrower in an amount equal to its Participation
Percentage of the term loans of Thirty Million Two Hundred Seventy Thousand and
00/100 Dollars ($30,270,000.00) ("Term Loan")."
6. Term Promissory Notes. Section 2.5 of the Credit Agreement is hereby
amended in its entirety to read as follows:
"Section 2.5 Term Promissory Notes. The absolute and
unconditional obligation of the Borrower to repay the principal of the
Term Loan and the interest thereon shall be evidenced by promissory
notes executed by the Borrower to each Lender in substantially the form
of Exhibit D attached to this Agreement ("Term Notes"). In the event of
an assignment under Section 10.17(a), Borrower shall issue new notes to
reflect the new Credit Commitments of the assigning Lender and the
assignee thereof. The Term Notes shall include the following terms:
"(a) Terms. Each Term Note shall be dated as of the Fourth
Amendment Closing Date and shall mature and be due and payable in full on June
30, 2002.
"(b) Interest Rate. Each Term Note shall bear interest
(computed on the basis of the actual number of days elapsed over a 360-day year)
on the daily outstanding principal balance thereunder at a rate per annum
calculated in accordance with Section 2.6 hereof.
"(c) Interest Payment Dates. Interest on the Term Notes shall
be payable in accordance with Section 2.6(g), and on the date the Term Loan is
due (whether by maturity, acceleration or otherwise).
"(d) Principal Payments on Term Loan. Quarterly installments
of principal on the Term Loan shall be payable commencing on March 31, 1998 and
on each Principal Payment Date thereafter in accordance with the following
schedule and such payment shall be distributed ratably among the Lenders in
accordance with their respective Credit Commitments:
===============================================================================
Payment Date Principal Payment
--------------------------------------------------------------------------------
March 31, 1998 1,000,000
-------------------------------------------------------------------------------
June 30, 1998 1,600,000
-------------------------------------------------------------------------------
September 30, 1998 200,000
-------------------------------------------------------------------------------
December 31, 1998 200,000
-------------------------------------------------------------------------------
March 31, 1999 1,500,000
-------------------------------------------------------------------------------
June 30, 1999 2,100,000
-------------------------------------------------------------------------------
September 30, 1999 900,000
-------------------------------------------------------------------------------
December 31, 1999 900,000
-------------------------------------------------------------------------------
March 31, 2000 2,000,000
-------------------------------------------------------------------------------
June 30, 2000 2,600,000
-------------------------------------------------------------------------------
===============================================================================
Payment Date Principal Payment
--------------------------------------------------------------------------------
September 30, 2000 1,000,000
-------------------------------------------------------------------------------
December 31, 2000 1,000,000
-------------------------------------------------------------------------------
March 31, 2001 2,500,000
-------------------------------------------------------------------------------
June 30, 2001 3,100,000
-------------------------------------------------------------------------------
September 30, 2001 1,000,000
-------------------------------------------------------------------------------
December 31, 2001 1,000,000
-------------------------------------------------------------------------------
March 31, 2002 2,500,000
-------------------------------------------------------------------------------
June 30, 2002 5,170,000
-------------------------------------------------------------------------------
7. Interest Payable on the Loans.
a) Section 2.6(a) of the Credit Agreement is hereby amended to
delete the second sentence thereof in its entirety, which prior to the Fourth
Amendment reads as follows:
"The Term Loans II shall bear interest on the outstanding principal
amount thereof at an annual rate equal to the Prime Rate plus six
percent (6%)."
b) Section 2.6(c) of the Credit Agreement is hereby amended to
delete the parenthetical clause in the first sentence thereof which reads "(but
no part of the Term Loan II)".
8. Prepayments of Principal. Section 2.9(b) of the Credit Agreement is
hereby amended to delete the last sentence thereof in its entirety, which prior
to the Fourth Amendment reads as follows:
"Borrower shall have no right to prepay Term Loan II, unless Borrower
shall have prepaid in full Term Loan I and terminated the Revolving
Credit Commitment, in which event Term Loan II shall be prepaid in
full and without premium or penalty applicable to Term Loan II."
9. Prepayments of Principal; Use of Proceeds. All references to "the
▇▇▇▇▇▇▇▇▇ Acquisition" in Sections 2.9(d) and 2.13 of the Credit Agreement are
hereby amended to read "the Landmaster Acquisition or the Weed Wizard
Acquisition".
10. Application of Funds.
a) Section 2.11(d) of the Credit Agreement is hereby amended
in its entirety to read as follows:
"(d) Fourth, to the payment of principal then due on the Term
Loan Notes;"
b) Section 2.11(f) of the Credit Agreement is hereby deleted
in its entirety.
c) Section 2.11(g) of the Credit Agreement is hereby amended
in its entirety to read as follows:
"(f) Sixth, if no Default or Event of Default exists or if all
Obligations have been paid or satisfied in full, the surplus remaining (if any)
to the Borrower as provided in Section 2.7(b)."
11. Capitalization. Section 4.17 of the Credit Agreement is hereby
amended in its entirety to read as follow:
"Section 4.17 Capitalization. Borrower has no Subsidiaries except as
set forth on Schedule 4.17. The Guarantor owns One Hundred Percent
(100%) of the capital stock of Borrower."
12. Undisclosed Liabilities; Transactions with Affiliates; Limitation
on Guarantee Obligations; Limitation on Fundamental Changes. All references to
"the ▇▇▇▇▇▇▇▇▇ Acquisition Agreement" in Sections 4.26(e), 6.2(a)(ii)(B),
6.2(b)(iii), 6.13(e) and 6.14 of the Credit Agreement are hereby amended to read
"the ▇▇▇▇▇▇▇▇▇ Acquisition Agreement, the Landmaster Acquisition Agreement or
the Weed Wizard Acquisition Agreement".
13. Limitations on Restricted Payments. The reference in Section 6.1(a)
of the Credit Agreement to "One Hundred Twenty-Five Thousand and 00/100 Dollars
($125,000)" is hereby amended to read "Two Hundred Fifty Thousand and 00/100
Dollars ($250,000.00)"
14. Interest Coverage Ratio. Section 6.5 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Section 6.5 Interest Coverage Ratio. On each Computation Date set
forth below, the Borrower shall not permit, for the relevant Reference
Period the Interest Coverage Ratio to be less than the minimum ratio
specified below:
MINIMUM INTEREST
COMPUTATION DATE COVERAGE RATIO
---------------- --------------
December 31, 1996 1.00
March 31, 1997 2.80
June 30, 1997 3.60
September 30, 1997 3.80
December 31, 1997 4.00
March 31, 1998 3.75
June 30, 1998 3.75
September 30, 1998 3.75
December 31, 1998 3.75
March 31, 1999 4.25
June 30, 1999 4.25
Each Computation Date from September 30, 1999
through June 30, 2002 5.00"
15. Maintenance of Net Worth. The reference in Section 6.6 of the
Credit Agreement to "24,000,000.00" is hereby amended to read "33,000,000.00."
16. Debt Service Coverage Ratio. Section 6.7 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Section 6.7 Debt Service Coverage Ratio. On each Computation Date
set forth below, the Borrower shall not permit, for the relevant
Reference Period its Debt Service Coverage Ratio to be less than the
minimum ratio specified below:
COMPUTATION DATE RATIO
---------------- -----
December 31, 1996 --
March 31, 1997 1.04
June 30, 1997 1.25
September 30, 1997 1.35
December 31, 1997 1.45
March 31, 1998 1.50
June 30, 1998 through June 30, 2002 1.60"
17. EBITDA. Section 6.8 of the Credit Agreement is hereby amended in
its entirety to read as follows:
"Section 6.8 EBITDA. Borrower shall not permit EBITDA for the
Reference Period ending on each Computation Date set forth below to be
less than the dollar amount set forth below opposite such date.
COMPUTATION DATE AMOUNT
---------------- ------
December 31, 1996 $1,400,000
March 31, 1997 6,700,000
June 30, 1997 11,500,000
September 30, 1997 12,000,000
December 31, 1997 12,000,000
March 31, 1998 13,000,000
June 30, 1998 14,000,000
September 30, 1998 14,000,000
December 31, 1998 14,000,000
March 31, 1999 15,500,000
June 30, 1999 17,000,000
September 30, 1999 17,000,000
December 31, 1999 17,000,000
March 31, 2000 17,000,000
Each Computation Date from June 30, 2000
through June 30, 2002 18,500,000"
18. Fixed Charge Coverage. Section 6.9 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Section 6.9 Fixed Charge Coverage.Borrower shall not permit its
Fixed Charge Coverage Ratio for the Reference Period ending on the
dates set forth below to be less than the amount set forth opposite
such date.
COMPUTATION DATE RATIO
---------------- -----
December 31, 1996 0.40
March 31, 1997 0.90
June 30, 1997 1.00
September 30, 1997 1.03
Each Computation Date from December 31, 1997
through June 30, 2002 1.05"
19. Limitations on Capital Expenditures. The reference in Section 6.11
of the Credit Agreement to "Seven Hundred Thousand and 00/100 Dollars
($700,000.00)" is hereby amended to read "One Million and 00/100 Dollars
($1,000,000.00) in the fiscal year ending June 30, 1998 and One Million Two
Hundred Thousand and 00/100 Dollars ($1,200,000.00) in each fiscal year
thereafter."
20. Limitation on Investments, Loans and Advances. Section 6.16(d) of
the Credit Agreement is hereby amended in its entirety to read as follows:
"(d) investments by Borrower and/or Guarantor,
directly and/or indirectly, in Landmaster or Weed Wizard and/or any of
Landmaster's or Weed Wizard's Subsidiaries and the making by Borrower
and/or Guarantor, directly or indirectly, to Borrower and/or any of
Borrower's Subsidiaries of loans, advances, extensions of credit
(including pursuant to Finance Lease and/or operating lease
transactions with Borrower and/or any of Borrower's Subsidiaries) and
capital contributions to finance or fund the working capital
requirements and other corporate purposes of Borrower and/or any of its
Subsidiaries; and"
21. Reaffirmation of Covenants, Warranties and Representations.
Borrower hereby agrees and covenants that all representations and warranties in
the Credit Agreement, including without limitation all of those warranties and
representations set forth in Article 4 are true and accurate as of the date
hereof. Borrower further reaffirms all covenants in the Credit Agreement, and
reaffirms each of the affirmative covenants set forth in Article 5 and negative
covenants set forth in Article 6 thereof, as if fully set forth herein, except
to the extent modified by this Fourth Amendment.
22. Conditions Precedent to Closing of Fourth Amendment. On or prior to
the Fourth Amendment Closing Date, each of the following conditions precedent
shall have been satisfied:
a) Certified Copies of Charter Documents. Agent shall have
received from the Borrower and Guarantor copies, certified by a duly authorized
officer of the Borrower and Guarantor to be true and complete on and as of the
Closing Date, of each of the charter or other organization documents and by-laws
of the Borrower, Weed Wizard Acquisition Corp. and Guarantor each as in effect
on such date of certification (together with any amendments thereto);
b) Documents. Each of the documents to be executed and
delivered at the Fourth Amendment Closing and all other certificates, documents
and instruments to be executed in connection herewith shall have been duly and
properly authorized, executed and delivered by Borrower and shall be in full
force and effect on and as of the Fourth Amendment Closing Date.
c) Corporate Structure. The ownership, capital, corporate,
tax, organizational and legal structure (including articles of incorporation and
bylaws, shareholder agreements and management) of Guarantor and Borrower shall
be reasonably satisfactory to Agent.
d) Legality of Transactions. No change in applicable law shall
have occurred as a consequence of which it shall have become and continue to be
unlawful for Agent and each Lender to perform any of its agreements or
obligations under any of the Loan Documents, or for Borrower to perform any of
its agreements or obligations under any of the Loan Documents.
e) Changes; None Adverse. Since the date of the most recent
balance sheets of Borrower delivered to Agent, no changes shall have occurred in
the assets, liabilities, financial condition, business, operations or prospects
of Borrower which, individually or in the aggregate, are material to Borrower,
and Agent shall have completed such review of the status of all current and
pending legal issues as Agent shall deem necessary or appropriate.
f) Asset Purchase Agreements. Lenders shall have received a
copy of the Weed Wizard Acquisition Agreement executed by the parties thereto.
g) Weed Wizard Acquisition. Guarantor shall be prepared to
close the Weed Wizard Acquisition, and in connection therewith Guarantor shall
have received or have binding commitments to receive, contingent only upon the
making of up to Seven Million Five Hundred Thousand Dollars ($7,500,000) of the
Fourth Amendment Advance, an additional Ten Million Dollars ($10,000,000) in
equity for Borrower funded to Borrower's account with The Provident Bank, on
terms and conditions reasonably satisfactory to Agent, Borrower shall cause Weed
Wizard Acquisition Corp. to enter into a Subsidiary Guaranty substantially in
the form of Exhibit O to the Credit Agreement.
h) Land Master Acquisition. Borrower shall make all reasonable
efforts to close the Land Master Acquisition and Lender shall receive a copy of
the Landmaster Acquisition Agreement if executed. If Borrower shall fail to
close the Land Master Acquisition within ninety (90) days of the Fourth
Amendment Closing Date Lender shall not be obligated to fund the undisbursed
portion of the Fourth Amendment Advance and the final payment on the Term Loan
shall be reduced by an amount equal to the unfunded amount of the Fourth
Amendment Advance.
i) Additional Security for Loans. As additional collateral
security for such of the Obligations as are described in the Credit Agreement,
the following documents constituting part of the Security Documents thereunder
shall be delivered to the Agent on behalf of the Lenders:
(i) a Pledge Agreement in substantially the form of Exhibit I
to the Credit Agreement executed by Borrower with respect to the stock
of Weed Wizard Acquisition Corp. with appropriate changes in text
thereof to reflect that such Pledge Agreement secures the direct
obligations of Borrower or a Subsidiary Guarantee, as the case may be;
(ii) a Subsidiary Guaranty from Weed Wizard Acquisition Corp.
in substantially the form of Exhibit O to the Credit Agreement; and
(iii) a Subsidiary Security Agreement from Weed Wizard
Acquisition Corp. in substantially the form of Exhibit P to the Credit
Agreement.
j) Perfection of Security Interests. Agent shall have received
all Uniform Commercial Code Financing Statements required or, in Agent's
opinion, advisable to be filed in order to create, in favor of the Agent for the
benefit of Lenders, a perfected Lien on the Collateral with respect to which a
Lien can be perfected by means of filing Uniform Commercial Code Financing
Statements (or for the filing of an application for certificate of title); said
Financing Statements shall have been properly filed in each office in each
jurisdiction in which such filings are required or, in the opinion of Agent,
advisable; Agent shall have received confirmation from its local counsel or
local counsel to Borrower that all such filings and recordations have been made,
and that all necessary filing, subscription and inscription fees and all
recording and other similar fees, and all taxes and other expenses related to
such filings and recordings have been paid or provided for in full by or on
behalf of Borrower;
k) Priority. Agent shall have received evidence reasonably
satisfactory to Lenders that Agent's Liens for the benefit of Lenders are first
and prior, and there are no other superior, equal, or inferior Liens except the
Permitted Liens;
l) Audit. Agent shall have completed its audit of the business
operations, facilities and books and records of Borrower, Guarantor and Weed
Wizard Acquisition Corp., including but not limited to, review of all material
agreements, contracts and commitments of Borrower, Guarantor and Weed Wizard
Acquisition Corp., including, but not limited to, the
Landmaster Acquisition Agreement and the Weed Wizard Acquisition Agreement; all
insurance policies and programs of Borrower, Guarantor and Weed Wizard
Acquisition Corp.; the pension and employee benefit plans of Borrower, Guarantor
and Weed Wizard Acquisition Corp.; all tax returns, filings and audit
information relating to Borrower, Guarantor and Weed Wizard Acquisition Corp.;
accounts receivable and inventory; and information regarding any pending or
threatened litigation, claims or actions against Borrower, Guarantor and Weed
Wizard Acquisition Corp., which audit shall be reasonably satisfactory to Agent;
m) Financial Statements and Projections. Agent shall have
received the audited statements of the Borrower for 1996 and 1997, unaudited
statements for the period from January 1, 1997 to the end of the most recent
month completed prior to the Fourth Amendment Closing Date, projections of the
Borrower's operations for the entire term of the Loans, and such other financial
information regarding Borrower's operations as Agent may reasonably require;
n) Other Information. Agent shall have received such other
information concerning the Borrower, the Landmaster Acquisition, the Weed Wizard
Acquisition and the transactions contemplated hereby as Agent may reasonably
require.
o) Closing Fee. Borrower shall have paid to Agent, for the Pro
Rate benefit of each Lender, a closing fee in the amount of One Hundred Thousand
Dollars ($100,000).
23. Miscellaneous. Borrower shall reimburse Agent for all fees and
disbursements of legal counsel to Agent which shall have been incurred by Agent
in connection with the preparation, negotiation, review, execution and delivery
of this Fourth Amendment and the handling of any other matters incidental
hereto.
a) All of the terms, conditions and provisions of the
Agreement not herein modified shall remain in full force and effect. In the
event a term, condition or provision of the Agreement conflicts with a term,
condition or provision of this Fourth Amendment, the latter shall govern.
b) This Fourth Amendment shall be governed by and shall be
construed and interpreted in accordance with the laws of the State of Ohio.
c) This Fourth Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, successors and
assigns.
d) This Fourth Amendment may be executed in several
counterparts, each of
which shall constitute an original, but all which together shall constitute one
and the same agreement.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, this Fourth Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and in the year
first above written.
EASY GARDENER, INC, Borrower THE PROVIDENT BANK, Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
--------------------------------- ---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇
Title: VP Title: VP
U.S. HOME & GARDEN INC., Guarantor LASALLE NATIONAL BANK, Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: COO Title: VP
THE PROVIDENT BANK, Agent ANTARES LEVERAGED CAPITAL CORP., Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇ ---------------------------------
--------------------------------- Name: ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇ Title: VP
Title: VP
SCHEDULE I TO FOURTH AMENDMENT
Lender Credit Commitment
------ -----------------
The Provident Bank Revolving Credit Commitment:
Percentage: 37.254902% During months of November
through May:
$7,450,980.40
During months of June through
October:
$2,980,392.16
Term Loan Commitment:
$11,277,058.84
LaSalle National Bank Revolving Credit Commitment:
Percentage: 29.411765% During months of November
through May:
$5,882,353.00
During months of June through
October:
$2,352,941.20
Term Loan Commitment:
$8,902,941.27
Antares Leveraged Capital Corp. Revolving Credit Commitment:
Percentage: 33.333333% During months of November
through May:
$6,666,666.60
During months of June through
October:
$2,666,666.64
Term Loan Commitment:
$10,089,999.90