AMENDMENT AGREEMENT NO. 4 TO
AMENDED AND RESTATED REVOLVING CREDIT
AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into as of this 20th day
of March, 1997, by and among SUNGLASS HUT INTERNATIONAL, INC., a Florida
corporation (herein called the "Borrower"), NATIONSBANK NATIONAL ASSOCIATION
(the "Agent"), as Agent for the lenders (the "Lenders") party to the Amended and
Restated Revolving Credit and Reimbursement Agreement dated December 14, 1995,
as amended, among such Lenders, Borrower and the Agent (the "Agreement") and
each of the Lenders party to the Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders have entered into the
Agreement pursuant to which the Lenders have agreed to make revolving loans to
the Borrower in the principal amount of up to $75,000,000 as evidenced by the
Notes (as defined in the Agreement); and
WHEREAS, as a condition to the making of the revolving loans pursuant
to the Agreement the Lenders have required that all Material Subsidiaries of the
Borrower guaranty payment of all Obligations of the Borrower arising under the
Agreement; and
WHEREAS, the Borrower has requested that the Lenders further amend the
Agreement and the Agent and the Lenders have agreed subject to the terms of this
Amendment Agreement, to further amend the Agreement in the manner set forth
herein;
NOW, THEREFORE, the Borrower, the Agent and the Lenders do hereby agree
as follows:
1. DEFINITIONS. The term "Agreement" as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereby
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.
2. AMENDMENTS. Subject to the conditions hereof, the Agreement is
hereby amended, effective as of February 1, 1997, as follows:
(a) The definition of "Applicable Margin" in Section 1.01 is
hereby amended by adding an additional clauses (e), (f) and(g) to the
table, which clause reads as follows:
"(e) Greater than .90
to 1.00 but less
than 1.10 to 1.00 1 1/4% 1/4% 31.25
(f) Greater than .70
to 1.00 but Equal
to or Less than .90
to 1.00 1.50 1/2 37.5
(g) Equal to or Less
than .70 to 1.00 1.75 3/4 50 basis
points"
(b) The definition of "Consolidated Net Income" in Section
1.01 is amended by adding the following proviso at the end thereof:
"PROVIDED, HOWEVER, that there shall be added back to
Consolidated Net Income for the 4th quarter of Fiscal Year
1996 the restructuring and restructuring related charges, net
of income tax effects, of approximately $18,850,000."
(c) Section 8.04 is hereby amended in its entirety so that as
amended it shall read as follows:
"8.04 CONSOLIDATED FIXED CHARGE RATIO. Permit at any
time during the periods set forth below the Consolidated Fixed
Charge Ratio to be less than that set forth opposite the
period:
PERIOD RATIO
------ -----
4th Quarter 1996 .70 to 1.00
1st Quarter 1997 .65 to 1.00
2nd Quarter 1997 .85 to 1.00
3rd Quarter 1997 .90 to 1.00
4th Quarter 1997 and
thereafter 1.10 to 1.00"
(d) Section 8.06 is hereby amended in its entirety so that as
amended it shall read as follows:
"8.06 CONSOLIDATED LEVERAGE RATIO. Permit at any time
during the periods set forth below the Consolidated Leverage
Ratio to be less than that set forth opposite the period:
PERIOD RATIO
------ -----
4th Quarter 1996 2.75 to 1.00
1st Quarter 1997 2.75 to 1.00
2nd Quarter 1997 2.35 to 1.00
3rd Quarter 1997 2.35 to 1.00
4th Quarter 1997 and
thereafter 2.00 to 1.00"
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(e) So long as the Consolidated Fixed Charge Ratio shall be
less than 1.10 to 1.00 the figures "$10,000,000" and "$20,000,000"
appearing in clause (ii) of Section 8.10 are deleted and the figure
"$5,000,000" is inserted in lieu thereof.
(f) A new Section 8.18 is hereby added to the Agreement which
new Section shall read as follows:
"SECTION 8.18. So long as the Consolidated Fixed
Charge Ratio shall be less than 1.10 to 1.00 permit Capital
Expenditures in the fiscal year 1997 to exceed $40,000,000."
3. Each Material Subsidiary of the Borrower has joined in the execution
of this Amendment Agreement for the purpose of (i) agreeing to the other
amendments to the Agreement and the other Loan Documents effected hereby and
(ii) confirming its guarantee of payment of all the Obligations.
4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby certifies that:
(a) The representations and warranties made by Borrower in
Article VI of the Agreement are true and correct in all material
respects on and as of the date hereof except to the extent that such
representations and warranties expressly relate to an earlier date and
except that the financial statements referred to in Section 6.01(f)
shall be those most recently furnished to each Lender pursuant to
Section 7.01(a) and (b);
(b) There has been no material change in the condition,
financial or otherwise, of the Borrower and its Subsidiaries since the
date of the most recent financial reports of the Borrower received by
each Lender under Section 7.01 thereof, other than changes in the
ordinary course of business or as described in paragraph 2(b) of this
Amendment Agreement, none of which has been a material adverse change;
(c) The business and properties of the Borrower and its
Subsidiaries are not, and since the date of the most recent financial
report of the Borrower and its Subsidiaries received by each Lender
under Section 7.01 thereof have not been, adversely affected in any
substantial way as the result of any fire, explosion, earthquake,
accident, strike, lockout, combination of workers, flood, embargo,
riot, activities of armed forces, war or acts of God or the public
enemy, or cancellation or loss of any major contracts; and
(d) No event has occurred and no condition exists
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which, upon the consummation of the transaction contemplated hereby,
constitutes a Default or an Event of Default on the part of the
Borrower under the Agreement, the Notes or any other Loan Document
either immediately or with the lapse of time or the giving of notice,
or both.
5. CONDITIONS. As a condition to the effectiveness of this Amendment
Agreement, the Borrower shall deliver, or cause to be delivered to the Agent,
the following:
(a) eight (8) counterparts of this Amendment Agreement duly
executed by the Borrower and the Material Subsidiaries;
(b) an amendment fee of 10 basis points times the Revolving
Credit Commitment of each Lender executing this Amendment Agreement;
and
(c) such other instruments and documents as the Agent may
reasonably request.
6. OTHER DOCUMENTS. All instruments and documents incident to the
consummation of the transactions contemplated hereby shall be satisfactory in
form and substance to the Agent and its counsel; the Agent shall have received
copies of all additional agreements, instruments and documents which it may
reasonably request in connection therewith, including evidence of the authority
of Borrower and the Material Subsidiaries to enter into the transactions
contemplated by this Amendment Agreement, such documents, when appropriate, to
be certified by appropriate corporate or governmental authorities; and all
proceedings of the Borrower and the Material Subsidiaries relating to the
matters provided for herein shall be satisfactory to the Agent and its counsel.
7. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
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8. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
BORROWER:
SUNGLASS HUT INTERNATIONAL, INC.
WITNESS:
___________________________ By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
___________________________ Title: Senior Vice President-Finance
Chief Financial Officer and
Treasurer
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GUARANTORS:
SUNGLASS HUT CORPORATION
SUNGLASS HUT TRADING CORPORATION
SUNSATIONS SUNGLASS COMPANY
SUNGLASS HUT REALTY CORPORATION
SUNGLASS HUT OF FLORIDA, INC.
SUNGLASS HUT ACQUISITION CORP.
IHS DISTRIBUTION CORP.
IHS PROCUREMENT CORP.
SUNGLASS HUT EYE X COMPANY
SHI SALES CORP.
SUNGLASS HUT HOLDINGS OF FRANCE, INC.
SUNGLASS HUT OF NORTHERN FRANCE, INC.
SUNGLASS HUT OF SOUTHERN FRANCE, INC.
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
SUNGLASS HUT (U.K.) LIMITED
SUNGLASS WORLD HOLDING PTY LIMITED
SUNGLASS HUT OF FRANCE, S.A.
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
SUNGLASS HUT AUSTRALIA PTY LIMITED
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Authorized Signatory
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NATIONSBANK, NATIONAL ASSOCIATION,
AS AGENT FOR THE LENDERS
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, NATIONAL ASSOCIATION,
as Lender
By: /s/ XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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ABN AMRO BANK N.V.
By: /s/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Group Vice President
By: /s/ XXXXXX XXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
0
XXX XXXX XX XXXX XXXXXX
By: /s/ XXXXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Relationship Manager
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ XXXXXX XXXXXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
00
XXXXXX XXXXXX XXXXXXXX XXXX XX XXXXXX
By: /s/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
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LTCB TRUST COMPANY
By: /s/ XXXX X. XXXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President
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