SIXTH AMENDMENT TO
CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT ("Sixth Amendment") dated
as of August 28, 2000. by and among SUCCESSORIES, INC., an Illinois
corporation, CELEBRATING EXCELLENCE, INC., an Illinois corporation,
SUCCESSORIES OF ILLINOIS, INC., an Illinois corporation, CELEX SUCCESSORIES,
INC., a Canadian corporation, BRITISH LINKS ACQUISITION CORP., an Illinois
corporation, and B.L.G.C., INC., a Texas corporation (hereinafter, together
with their successors in title and assigns, called the "Borrowers" and each
of which individually is a "Borrower"), THE PROVIDENT BANK, as Agent, an Ohio
banking corporation ("Agent"), and various Lenders as set forth in the Credit
Agreement.
PRELIMINARY STATEMENT
WHEREAS, Borrowers, Agent and Lenders have entered into a Credit
Agreement dated as June 20, 1997, as amended by a First Amendment dated as of
July 16, 1997, a Second Amendment dated as of May 14, 1998, a Third Amendment
dated as of September 1, 1998, a Fourth Amendment dated as of April 28, 1999
and a Fifth Amendment dated as of April 6, 2000 (as so amended, the "Credit
Agreement"); and
WHEREAS, Borrowers have requested Lenders to make various financial
adjustments to the Credit Agreement and waive and adjust various covenants
set forth in the Credit Agreement; and
WHEREAS, Borrowers, 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 Sixth Amendment.
2. DEFINITIONS; EXHIBITS.
(a) The following definitions contained in Section 1.2 of the Credit
Agreement are hereby amended in its entirety to read as follows:
"BORROWING BASE" means, as of any date of determination, the
sum of (a) an amount equal to eighty-five percent (85%) of Eligible
Receivables, PLUS (b) (i) during the months of January and May through
December of each year, an amount equal to
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the percentage of Eligible Inventory equal to the Advance Rate, and
(ii) during the months of February, March and April of each year, an
amount equal to the lesser of Three Million and 00/100 Dollars
($3,000,000.00) and an amount equal to the percentage of Eligible
Inventory equal to the Advance Rate; provided, however, that in each
case, from the Sixth Amendment Closing Date through and including
February 15, 2001, the Borrowing Base shall be reduced by One Million
Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) ("Holdback"),
and on February 15, 2001 the Holdback shall be released if the amount
of the Holdback shall be applied on February 15, 2001, to the scheduled
payments of principal on the Term Loan for the remainder of 2001."
"RESTRICTED PAYMENT" means (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class
of stock of a Borrower or any of its Subsidiaries now or hereafter
outstanding or accrued, except (i) dividends payable (other than in
shares of common stock) to the holders of Class A or Class B
Convertible Preferred Stock of Holdings outstanding on the Sixth
Amendment Closing Date, and only so long as such stock shall not have
been converted to common shares and only to the extent that cash
dividends paid do not exceed the fiscal year's earnings in which or for
which such dividends are paid, (ii) a dividend payable solely in shares
of that class of stock to the holders of that class or payable solely
in common stock, or (iii) Permitted Tax Distributions as provided in
the Pledge Agreement for pledge of partnership interests; (b) any
redemption, conversion, exchange, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect,
of any shares of any class of stock of a Borrower or any of its
Subsidiaries now or hereafter outstanding; (c) any payment or
prepayment of principal of, premium, if any, or interest on,
redemption, conversion, exchange, purchase, retirement, defeasance,
sinking fund or similar payment with respect to, any subordinated
indebtedness; and (d) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of stock of a Borrower or any of its
Subsidiaries now or hereafter outstanding.
(b) Section 1.2 of the Credit Agreement is hereby amended to add
the following definition to read in its entirety as follows:
"SIXTH AMENDMENT CLOSING DATE" means the day on which the
Sixth Amendment to Credit Agreement is executed and delivered by all
applicable parties.
3. PREPAYMENTS FROM EXCESS CASH FLOW. Section 2.6(e) of the
Credit Agreement (PREPAYMENTS FROM EXCESS CASH FLOW) is hereby deleted and
Section 2.6(e) shall read as follows:
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"(e) Section Intentionally Omitted."
4. PREPAYMENTS FROM EQUITY OFFERINGS. Section 2.6(f) of the
Credit Agreement is hereby amended in its entirety to read as follows:
"(f) PREPAYMENT FROM EQUITY OFFERINGS (1) In the event that
any Borrower issues Equity Interests (other than in connection with the
replacement of the Series A or Series B Convertible Preferred Stock
outstanding as of the Closing Date, whether by refinancing or otherwise
and except as provided in paragraph (2) of this Section 2.6(f)), no
later than the third Business Day following the date of receipt of the
proceeds from any sale of such Equity Interests, such Borrower shall
prepay the Loans in an amount equal to the lesser of (i) the amount of
such proceeds, net of underwriting discounts and commissions and other
reasonable costs associated therewith, or (ii) the amount of the
Obligations then outstanding. Prepayments made under this Section
2.6(f) shall be applied to the Loans in accordance with Section 2.6(i).
"(2) Notwithstanding paragraph (1) of this Section
2.6(f), in the event that any Borrower issues Equity Interests during
calendar year 2000, (other than in connection with the replacement of
the Series A or Series B Convertible Preferred Stock outstanding as of
the Sixth Amendment Closing Date, whether by refinancing or otherwise),
no later than the third Business Day following the date of receipt of
the proceeds from any sale of such Equity Interests, the first Five
Million and 00/100 Dollars ($5,000,000.00) shall be applied as follows:
"(A) to prepay the Term Loans in an amount
equal to the lesser of (i) the amount of such proceeds, net of
underwriting discounts and commissions and other reasonable
costs associated therewith, or (ii) Seven Hundred and Fifty
Thousand and 00/100 Dollars ($750,000.00) or (iii) the amount
of the Term Loan payments due during the remaining of the
fiscal year in which such proceeds are received;
"(B) Four Million Two Hundred Fifty Thousand
Dollars and 00/100 ($4,250,000.00) to repay any amounts
outstanding under the Revolving Credit Loans.
"Proceeds from the issuance of Equity Interests during calendar year
2000 in excess of Five Million and 00/100 Dollars ($5,000,000.00) shall
be applied in accordance with Section 2.6(f)(1)."
5. REAFFIRMATION OF COVENANTS, WARRANTIES AND REPRESENTATIONS.
Borrowers hereby agree and covenant that all representations and warranties set
forth in the Credit Agreement
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including, without limitation, all of those representations and warranties set
forth in Article 5 thereof, are true and accurate as of the date hereof and
except to the extent that such relate to a specific date. Borrowers further
reaffirm all covenants set forth in the Credit Agreement, and reaffirm each of
the affirmative covenants set forth in Article 6, all financial covenants set
forth in Article 7 except to the extent modified or amended by this Sixth
Amendment, and all negative covenants set forth in Article 8 thereof, as if
fully set forth herein.
6. CONDITIONS PRECEDENT TO CLOSING OF SIXTH AMENDMENT. On or
prior to the closing of this Sixth Amendment (hereinafter the "Sixth Amendment
Closing Date"), each of the following conditions precedent shall have been
satisfied:
(a) DOCUMENTS. Each of the documents to be executed and
delivered at the Sixth 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 Borrowers and shall be in full
force and effect on and as of the Sixth Amendment Closing Date.
(b) 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 (i) for Agent and each Lender to perform any of their agreements
or obligations under any of the Loan Documents, or (ii) for Borrowers to perform
any of their agreements or obligations under any of the Loan Documents.
(c) PERFORMANCE. Except as set forth herein, Borrowers shall
have duly and properly performed, complied with and observed each of their
covenants, agreements and obligations contained in each of the Loan Documents.
Except as set forth herein, no event shall have occurred on or prior to the
Sixth Amendment Closing Date, and no condition shall exist on the Sixth
Amendment Closing Date which constitutes a Default or an Event of Default.
(d) PROCEEDINGS AND DOCUMENTS. All corporate, governmental and
other proceedings in connection with the transactions contemplated on the Sixth
Amendment Closing Date, each of the other Loan Documents and all instruments and
documents incidental thereto, shall be in form and substance reasonably
satisfactory to Agent.
(e) NO CHANGES. Since the date of the most recent balance
sheets of Borrowers delivered to Agent, no changes shall have occurred in the
assets, liabilities, financial condition, business, operations or prospects of
Borrowers which, individually or in the aggregate, are material to Borrowers,
and Agent shall have completed such review of the status of all current and
pending legal issues as Agent shall deem necessary or appropriate.
7. MISCELLANEOUS.
(a) Borrowers shall reimburse Agent for all fees and
disbursements of legal
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counsel to Agent which shall have been incurred by Agent in connection with the
preparation, negotiation, review, execution and delivery of this Sixth Amendment
and the handling of any other matters incidental hereto.
(b) All of the terms, conditions and provisions of the Credit
Agreement not herein modified shall remain in full force and effect. In the
event a term, condition or provision of the Credit Agreement conflicts with a
term, condition or provision of this Sixth Amendment, the latter shall govern.
(c) This Sixth Amendment shall be governed by and shall be
construed and interpreted in accordance with the laws of the State of Ohio.
(d) This Sixth Amendment shall be binding upon and shall inure
to the benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This Sixth 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 PAGES TO FOLLOW.]
IN WITNESS WHEREOF, this Sixth Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and year first
above written.
BORROWERS:
SUCCESSORIES, INC., an Illinois corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
CELEBRATING EXCELLENCE, INC., an Illinois corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
SUCCESSORIES OF ILLINOIS, INC., an Illinois corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
CELEX SUCCESSORIES, INC., a Canadian corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
BRITISH LINKS ACQUISITION CORP., an Illinois corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
B.L.G.C., INC., a Texas corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
AGENT:
THE PROVIDENT BANK, as Agent, an Ohio banking corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
LENDERS:
THE PROVIDENT BANK, an Ohio banking corporation
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President