THIRD AMENDMENT TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment") dated as of
June 30, 1997 by and among 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, and by a Second Amendment dated as of May 9, 1997
(the "Credit Agreement"); and
WHEREAS, Borrower has requested Agent and Lenders to amend the restriction
on lmitations on making loans and advances to officers and employees of
Borrower; 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 Third
Amendment.
2. Loans to Employees. Section 6.16(a) of the Credit Agreement is hereby
amended in its entirety to read as follows:
"(a) extensions of trade credit, accounts receivable and loans and
advances extended to employees, consultants and subcontractors in the
ordinary course of business, provided that in the case of employees, such
amounts in the case of Borrower shall not exceed $150,000 in the aggregate
at any time outstanding, except as set forth on Schedule 6.16(a) , and such
amounts in the case of Guarantor shall not exceed $850,000 in the aggregate
at any time outstanding;"
3. Waiver Regarding Loans to Employees. The Lenders hereby waive the
application of Sections 6.2(a)(i) and 6.16(a) of the Credit Agreement as it
relates to the period prior to the date of this Third Amendment insofar as they
relate to restrictions on loans and advances to
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employees and officers. This waiver applies only to Sections 6.2(a)(i) and
6.16(a) of the Credit Agreement to the extent referenced herein and does not
otherwise modify or waive any other covenant or agreement contained in the
Credit Agreement.
4. 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
reaffirm 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 Third Amendment.
5. Conditions Precedent to Closing of Third Amendment. On or prior to the
closing of the Third Amendment (hereinafter the "Third 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 Third 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 Third 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 its agreements or
obligations under any of the Loan Documents, or (ii) for Borrower to
perform any of its agreements or obligations under any of the Loan
Documents.
(c) Changes; None Adverse. Since the date of the most recent balance
sheets of Borrower delivered to Provident, 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 Provident shall have completed such review of the status
of all current and pending legal issues as Agent shall deem necessary or
appropriate.
6. Miscellaneous. (a) 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 Third Amendment and the handling of any other matters incidental hereto.
(b) 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
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Agreement conflicts with a term, condition or provision of this Third Amendment,
the latter shall govern.
(c) This Third Amendment shall be governed by and shall be construed and
interpreted in accordance with the laws of the State of Ohio.
(d) This Third Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This Third 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.]
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IN WITNESS WHEREOF, this Third 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.
SIGNED IN THE PRESENCE OF: EASY GARDENER ACQUISITION CORP.,
Borrower
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- --------------------------
/s/ Bien ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- Title: Secretary & VP
U.S. HOME & GARDEN INC., Guarantor
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- --------------------------
/s/ Bien ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- Title: COO
THE PROVIDENT BANK, Agent
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------- --------------------------
/s/ ▇▇▇▇▇ ▇. Zeuni Name: ▇▇▇▇ ▇▇▇▇▇
------------------------- Title: VP
THE PROVIDENT BANK, Lender
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------- --------------------------
/s/ ▇▇▇▇▇ ▇. Zeuni Name: ▇▇▇▇ ▇▇▇▇▇
------------------------- Title: VP
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LASALLE NATIONAL BANK, Lender
/s/ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- --------------------------
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- Title: Assistant Vice President
ANTARES LEVERAGED CAPITAL
CORP., Lender
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- --------------------------
/s/ ▇▇▇▇▇▇▇▇▇ [▇▇▇▇] Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- Title: Director