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AMENDMENT NO. 3
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 ("Amendment") is entered into as of July 9,
1997, by and among ▇▇▇▇▇▇-FIELD HEALTH PRODUCTS, INC., a corporation organized
under the laws of the State of Delaware ("Holdings"), ▇▇▇▇▇▇-FIELD, INC., a
corporation organized under the laws of the State of New York ("Field"),
▇▇▇▇▇▇-FIELD EXPRESS, INC., a corporation organized under the laws of the State
of Delaware ("Express"), ▇▇▇▇▇▇-FIELD TEMCO, INC., a corporation organized under
the laws of the State of New Jersey ("Temco"), ▇▇▇▇▇▇-FIELD DISTRIBUTION, INC.,
a corporation organized under the laws of the State of Missouri
("Distribution"), ▇▇▇▇▇▇-FIELD BANDAGE, INC., a corporation organized under the
laws of the State of Rhode Island ("Bandage"), ▇▇▇▇▇▇-FIELD EXPRESS (PUERTO
RICO), INC., a corporation organized under the laws of the State of Delaware
("GFPR") and EVEREST & ▇▇▇▇▇▇▇▇, INC., a corporation organized under the laws of
the State of California ("E & J"), (Holdings, Field, Express, Temco,
Distribution, Bandage, GFPR and E & J, each a "Borrower" and collectively
"Borrowers"), the financial institutions which are now or which hereafter become
a party to (collectively, the "Lenders" and individually a "Lender") the Loan
Agreement (as defined below) and IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, a New York
banking corporation ("IBJS"), as agent for Lenders (IBJS, in such capacity, the
"Agent").
BACKGROUND
Borrowers, Lenders and Agent are parties to a Revolving Credit and
Security Agreement dated as of December 10, 1996, as amended by Amendment No. 1
dated June 24, 1997 and Amendment No. 2 dated July 9, 1997 (as further amended,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Lenders provide Borrowers with certain financial
accommodations.
Borrowers have requested that Lenders and Agent amend the Loan
Agreement and Agent and Lenders are willing to do so on the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and/or Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
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1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:
(a) The following definitions are added to Section 1.2 of the Loan
Agreement in their appropriate alphabetical order to provide as follows:
"Amendment No. 3" shall mean Amendment No. 3 to Revolving
Credit and Security Agreement dated July 9, 1997.
"Amendment No. 3 Effective Date" shall mean the date all of
the conditions set forth in Section 4 of Amendment No. 3 have been
satisfied.
"Senior Subordinated Notes" shall mean those certain Senior
Subordinated Notes due 2007 of up to $130,000,000 in aggregate
principal amount issued prior to September 15, 1997 pursuant to Rule
144A of the Securities Act of 1933, as amended, substantially in
accordance with the terms and provisions contained in that certain
draft offering memorandum (the "Memorandum") annexed hereto as
Exhibit 1.
(b) Section 7.3 of the Loan Agreement is amended by adding the
following phrase at the end thereof:
"and (c) unsecured guarantees by Subsidiaries of Holdings of
the obligations of Holdings under the Senior Subordinated Notes."
(c) Section 7.8(iii) of the Loan Agreement is amended by adding the
following phrase after the phrase "the Subordinated Note":
", the Senior Subordinated Notes";
(d) Section 7.18 of the Loan Agreement is amended by adding the
following phrase at the end thereof:
"or (aa) the Senior Subordinated Notes, except (i) regularly
scheduled interest payments payable in connection with the Senior
Subordinated Notes and (ii) Liquidated Damages (as defined in the
Memorandum)".
(e) A new section 6.13 is added to the Loan Agreement which provides
as follows:
"6.13 Senior Subordinated Note. Borrowers shall have delivered
to Agent copies of the Senior
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Subordinated Notes and the Indenture and offering memorandum related
thereto within five days of the issuance thereof."
(f) Agent and Lenders hereby consent to the Amendment to the
Stockholders Agreement as attached as Exhibit 2.
3. Conditions of Effectiveness. This Amendment shall become
effective upon the execution of this Amendment by Borrowers, Guarantor, Agent
and all Lenders.
4. Representations and Warranties. Each Borrower hereby represents
and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrowers and are
enforceable against Borrowers in accordance with their respective
terms.
(b) Upon the effectiveness of this Amendment, each Borrower
hereby reaffirms all covenants, representations and warranties made
in the Loan Agreement to the extent the same are not amended hereby
and agree that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date of this
Amendment.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim or offset with
respect to the Loan Agreement.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State
of New York.
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7. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first written above.
▇▇▇▇▇▇-FIELD HEALTH PRODUCTS, INC.
▇▇▇▇▇▇-FIELD, INC.
▇▇▇▇▇▇-FIELD EXPRESS, INC.
▇▇▇▇▇▇-FIELD TEMCO, INC.
▇▇▇▇▇▇-FIELD DISTRIBUTION, INC.
▇▇▇▇▇▇-FIELD BANDAGE, INC.
▇▇▇▇▇▇-FIELD EXPRESS (PUERTO RICO), INC.
EVEREST & ▇▇▇▇▇▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President of
Finance of each of the foregoing
corporations
ATTEST:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Secretary
of each of the foregoing
corporations
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, as
Lender and as Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Commitment Percentage: 29.6296%
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NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Commitment Percentage: 29.6296%
BTM CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Commitment Percentage: 22.2223%
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DEUTSCHE FINANCIAL SERVICES CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Address:__________________________
__________________________________
Commitment Percentage: 18.5185%
CONSENTED AND AGREED TO:
EVEREST & ▇▇▇▇▇▇▇▇ CANADIAN LIMITED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President of Finance
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