EXHIBIT 10.155
TWELFTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(the "Twelfth Amendment") dated as of December 31, 1997, by and among CATALINA
LIGHTING, INC., a Florida corporation (the "Borrower"), the corporations listed
on ANNEX I thereto (the "Guarantors"), the Banks signatories to the Credit
Agreement (as hereinafter defined) (the "Banks") and SUNTRUST BANK, CENTRAL
FLORIDA, NATIONAL ASSOCIATION, a national banking association, as Agent (the
"Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent have
entered into that certain Third Amended and Restated Credit Agreement dated as
of May 12, 1994, as amended by that certain First Amendment to Third Amended and
Restated Credit Agreement, Second Amended and Restated Security Agreement, Third
Amended and Restated Stock and Notes Pledge, Third Amended and Restated
Agreement Regarding Factoring Proceeds, Consent and Waiver dated as of August
12, 1994, as further amended by that Second Amendment to Third Amended and
Restated Credit Agreement and Third Amended and Restated Stock and Notes Pledge,
dated as of February 23, 1995, as further amended by that Third Amendment to
Third Amended and Restated Credit Agreement and Consent, dated as of May 1,
1995, as further amended by that Fourth Amendment to the Third Amended and
Restated Credit Agreement, dated as of June 30, 1995, as further amended by that
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of
December 4, 1995, as further amended by that Sixth Amendment to Third Amended
and Restated Credit Agreement, Second Amendment to Second Amended and Restated
Security Agreement and Second Amendment to Third Amended and Restated Stock and
Notes Pledge, dated as of December 28, 1995, as further amended by that Seventh
Amendment to Third Amended and Restated Credit Agreement, dated as of March 18,
1996, as further amended by that Eighth Amendment to Third Amended and Restated
Credit Agreement, Third Amendment to Second Amended and Restated Security
Agreement, and Fourth Amendment to Third Amended and Restated Stock and Notes
Pledge, dated as of October 4, 1996, as further amended by that Ninth Amendment
to Third Amended and Restated Credit Agreement, dated as of December 30, 1996,
as further amended by that Tenth Amendment to Third Amended and Restated Credit
Agreement, dated as of March 31, 1997, and as further amended by that Eleventh
Amendment to Third Amended and Restated Credit Agreement, dated as of September
30, 1997 (as so amended, the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended to revise a certain financial covenant.
WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement to provide for the foregoing, subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO CREDIT AGREEMENT. Section 5.14 of the Credit Agreement is hereby
deleted, and in lieu thereof, there is substituted the following:
"Section 5.14. INTEREST COVERAGE RATIO.
Permit the ratio of (a) the sum of
(i) Consolidated Pre-tax Income PLUS
(ii) Consolidated Interest Charges to
(b) Consolidated Interest Charges, to be less
than 1.0:1 for the one (1) calendar quarterly
period ending December 31, l995; less than
0.60:1 for the immediately preceding two (2)
calendar quarterly periods ending March 31,
1996; less than 1.25:1 for the immediately
preceding three (3) calendar quarterly
periods ending June 30, 1996; less than
1.75:1 for the immediately preceding four (4)
calendar quarterly period ending
September 30, 1996; less than 1.25:1 for the
immediately preceding four (4) calendar
quarterly periods ending December 31, 1996;
excluding the effect of the actual pretax
charge to earnings previously disclosed to
the Agent and the Banks not to exceed
$9,859,826.00 incurred during the quarterly
period ending March 31, 1997, less than
1.00:1 for the immediately preceding four (4)
calendar quarterly periods ending March 31,
1997; excluding the effect of the actual
pretax charge to earnings not to exceed
$432,000.00 incurred during the quarterly
period ending June 30, 1997 for all
calculations for which said quarterly period
is included, less than 1.50: 1 for the one (1)
calendar quarterly period ending June 30,
1997; less than 1.75:1 for the immediately
preceding two (2) calendar quarterly periods
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ending September 30, 1997; less than 1.40:1
for the immediately preceding three (3)
calendar quarterly periods ending
December 31, 1997; less than 1.75:1 for the
immediately preceding four (4) calendar
quarterly periods ending March 31, 1998; and
less than 2.00:1 for the immediately
preceding four (4) calendar quarterly periods
ending on the last day of each calendar
quarter thereafter."
2. COUNTERPARTS. The Twelfth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.
3. CAPITALIZED TERMS. All capitalized terms contained herein shall have
the meanings assigned to them in the Credit Agreement unless the context herein
otherwise dictates or unless different meanings are specifically assigned to
such terms herein.
4. RATIFICATION OF LOAN DOCUMENTS; MISCELLAUSOUS. The Credit Agreement
as amended hereby, and all other Loan Documents shall remain in full force and
effect in this Twelfth Amendment to Credit Agreement shall not be deemed a
novation. Each and every reference to the Credit Agreement and any other Loan
Documents shall be deemed to refer to the Credit Agreement as amended by the
Twelfth Amendment. The Borrower and the Guarantors hereby acknowledge and
represent that the Loan Documents, as amended, are, as of the date hereof, valid
and enforceable in accordance with their respective terms and are not subject to
any defenses, counterclaims or right of set-offs whatsoever.
5. GOVERNING LAW. THIS TWELFTH AMENDMENT SHALL BE EFFECTIVE UPON
ACCEPTANCE BY THE BANKS IN FLORIDA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
IN WITNESS WHEREOF, the parties have executed this Twelfth Amendment as
of the day and year first above written.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
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BORROWER:
CATALINA LIGHTING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
VICE PRESIDENT, SECRETARY,
TREASURER
GUARANTORS:
EACH OF THE CORPORATIONS LISTED
ON ANNEX I HERETO
CATALINA INDUSTRIES, INC.,
d/b/a ▇▇▇▇ LIGHTING
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
CATALINA REAL ESTATE TRUST, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
ANGEL STATION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
MERIDIAN LAMPS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
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MERIDIAN LAMPS DEVELOPMENT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
CATALINA ADMINISTRATIVE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ASSISTANT SECRETARY
CATALINA MBRCHANDISING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
. SECRETARY, TREASURER
AGENT:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇,
SENIOR VICE PRESIDENT
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MERIDIAN LAMPS DEVELOPMENT, INC.
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
CATALINA ADMINISTRATIVE CORPORATION
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ASSISTANT SECRETARY
CATALINA MERCHANDISING, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
SECRETARY, TREASURER
AGENT:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇,
SENIOR VICE PRESIDENT
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"Banks"
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION F/K/A SUN
BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
SENIOR VICE PRESIDENT
NATIONAL BANK OF CANADA,
a Canadien chartered bank
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
VICE PRESIDENT AND MANAGER
FIRST UNION NATIONAL BANR F/K/A
FIRST UNION NATIONAL BANK OF FLORIDA
By: _____________________________________
Name: _______________________________
Title: ______________________________
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"Banks"
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION F/K/A SUN
BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
SENIOR VICE PRESIDENT
NATIONAL BANK OF CANADA,
a Canadien chartered bank
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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MICHAE1 S. BLOOMENFELD
VICE PRESIDENT AND MANAGER
FIRST UNION NATIONAL BANK F/K/A
FIRST UNION NATIONAL BANK OF FLORIDA
By:
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Name:
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Title:
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"Banks"
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION F/K/A SUN
BANK, NATIONAL ASSOCIATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇
SENIOR VICE PRESIDENT
NATIONAL BANK OF CANADA,
a Canadien chartered bank
By:
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MICHAE1 S. BLOOMENFELD
VICE PRESIDENT AND MANAGER
FIRST UNION NATIONAL BANR F/K/A
FIRST UNION NATIONAL BANK OF FLORIDA
By: [ILLEGIBLE]
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: SENIOR VICE PRESIDENT
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