04/06/98
FIRST AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
FIRST AMENDMENT, dated as of April 20, 1998, to the Amended and
Restated Loan and Security Agreement, dated as of February 3, 1998, among ▇▇▇▇▇▇
Products Ltd. ("Borrower"), a Delaware corporation, the Lenders named therein
and Fleet Capital Corporation, as Agent and Lender.
WHEREAS, Borrower, the lender signatories thereto ("Lenders") and
Fleet Capital Corporation ("FCC") as agent for such Lenders (FCC, in such
capacity, "Agent") entered into a certain Amended and Restated Loan and Security
Agreement dated as of February 3, 1998 (said Amended and Restated Loan and
Security Agreement, the "Loan Agreement"); and
WHEREAS, Borrower, Lenders and Agent desire to amend certain
provisions of the Loan Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained and contained in the Loan Agreement, the parties
hereto hereby agree as follows:
1. Definitions. Except as otherwise specifically provided for
herein, all capitalized terms used herein without definition shall have the
meanings given them in the Loan Agreement.
2. Additional Definition. The following definition of "Rolling
Period" is hereby added to the definitions contained in Appendix A of the Loan
Agreement.
* * *
"Rolling Period - as of any date of calculation, the immediate
preceding four full fiscal quarters; provided, however that prior to the fiscal
quarter ended on December 31, 1998, for purposes of calculating the financial
covenants under Section 8.3, for the Rolling Periods ending (i) ▇▇▇▇▇ ▇, ▇▇▇▇,
▇▇▇▇▇▇ from April 6, 1997 through December 31, 1997 shall be deemed to equal
$5,000,000; (ii) July 4, ▇▇▇▇, ▇▇▇▇▇▇ from July 6, 1997 through December 31,
1997 shall be deemed to equal $2,600,000; and (iii) October 3, 1998, EBITDA from
October 5, 1997 through December 31, 1997, shall be deemed to equal $200,000."
* * *
3. Amended Definitions. The definition of "Applicable Margin"
contained in Appendix A to the Loan Agreement is hereby deleted and the
following is inserted in its stead:
* * *
Applicable Margin - a percent determined by the ratio of the
Borrower's Money Borrowed to EBITDA for the Rolling Period then ended, as set
forth in Borrower's annual or quarterly financial statements delivered pursuant
to Section 8.1.3 of the Agreement pursuant to the following schedule:
Ration of Money Borrowed Applicable Margin Applicable Margin
to Annualized EBITDA or (Prime Portion) (LIBOR Portions)
EBITDA (as applicable)
less than 1.5 to 1 0% 1%
greater than and equal to 1.5 to 1
but less than 2.0 to 1 0% 1.25%
greater than and equal to 2.0 to 1
but less than 2.50 to 1 0% 1.50%
greater than and equal to 2.5 to 1
but less than 3.0 to 1 0% 1.75%
greater than and equal to 3.0 to 1
but less than 3.50 to 1 .25% 2.00%
greater than and equal to 3.5 to 1 .50% 2.25%
As of February 3, 1998 the Applicable Margin shall be zero percent
(0%) (Prime Portion) and one and one-half percent (12%) (LIBOR Portions).
Changes in the Applicable Margins shall be made quarterly, commencing with the
fiscal quarter ended December 31, 1998 and shall be effective as of the first
day of the month in which Borrower delivers to Agent the financial statements
for the applicable fiscal quarter or year in accordance with Section 8.1.3.
* * *
4. Specific Financial Covenants. Section 8.3 of the Loan Agreement
is hereby deleted and the following is inserted in its stead:
"8.3 Specific Financial Covenants. During the term of this
Agreement, and thereafter for so long as there are any Obligations (other than
contingent indemnity Obligations arising from any claim unknown to Borrower,
Agent or any Lender) to Lenders, Borrower covenants that, unless otherwise
consented to by Required Lenders in writing, it shall:
8.3.1 Money Borrowed to EBITDA Ratio. Have at the end of each fiscal
quarter within the Original Term a ratio of Money Borrowed as at the end of the
applicable fiscal quarter to EBITDA for the Rolling Period then ended equal to
or less than the ratio set forth opposite such Rolling Period in the following
schedule:
Rolling Period Ratio
Rolling Period Ended April 4, 1998 8.50 to 1
Rolling Period Ended July 4, 1998 8.50 to 1
Rolling Period Ended October 3, 1998 6.00 to 1
2
Rolling Period Ratio
Rolling Periods Ended December 31, 1998 5.50 to 1
and the last day of each fiscal quarter
thereafter
8.3.2 Interest Coverage Ratio. Have at the end of each fiscal
quarter within the Original Term, an Interest Coverage Ratio for the Rolling
Period then ended equal to or greater than the ratio set forth opposite such
Rolling Period in the following schedule:
Rolling Period Ratio
Rolling Period Ended April 4, 1998 1.25 to 1
Rolling Period Ended July 4, 1998 1.25 to 1
Rolling Period Ended October 3, 1998 and 2.00 to 1
the last day of each fiscal quarter
thereafter
8.3.3 Fixed Charge Coverage Ratio. Have at the end of each fiscal
quarter within the Original Term, commencing with the fiscal quarter ending
October 3, 1998, a Fixed Charge Coverage Ratio for the Rolling Period then ended
equal to or greater than 1.25 to 1."
* * *
5. Counterparts. This Amendment may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement.
6. Continuing Effect. Except as otherwise specifically provided for
herein, the Loan Agreement remains in full force and effect.
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IN WITNESS WHEREOF, this First Amendment has been duly executed as
of the date first written above.
▇▇▇▇▇▇ PRODUCTS LTD. FLEET CAPITAL CORPORATION ("Agent"
("Borrower") and "Lender")
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CFO & Secretary Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND ▇▇▇▇▇▇ TRUST AND SAVING BANK
SAVINGS ASSOCIATION ("Lender")
("Lender")
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
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