Exhibit 10.150
SIXTH AMENDMENT TO
LETTER OF CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (the "Sixth Amendment")
dated as of September 30, 1997, by and among CATALINA INDUSTRIES, INC. d/b/a
Xxxx Lighting, a Florida corporation (the "Company"), the corporations
designated as guarantors (collectively, the "Guarantors") and SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION f/k/a Sun Bank, National Association, a
national banking association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Company, Guarantors and the Bank have entered into that
certain Letter of Credit Agreement dated as of May 1, 1995, as amended by that
certain First Amendment to Letter of Credit Agreement dated as of June 30, 1995,
as further amended by that certain Second Amendment to Letter of Credit
Agreement and First Amendment to Security Agreement dated as of December 28,
1995, as further amended by that certain Third Amendment to Letter of Credit
Agreement dated as of March 27, 1996, as further amended by that certain Fourth
Amendment to Letter of Credit Agreement dated as of December 30, 1996, and as
further amended by that certain Fifth Amendment to Letter of Credit Agreement
dated as of March 31, 1997 (as amended, the "Letter of Credit Agreement"); and
WHEREAS, the Company and the Guarantors have requested that the Letter of
Credit Agreement be amended to revise certain financial covenants contained in
Annex VI attached to said Letter of Credit Agreement and incorporated therein by
reference; and
WHEREAS, the Bank has agreed to amend the Letter of 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. AMENDMENTS TO LETTER OF CREDIT AGREEMENT. The Letter of Credit Agreement is
hereby amended as follows:
a. Section 5.12, contained in Annex VI attached to the Letter of Credit
Agreement, is hereby deleted and, in lieu thereof, there is substituted therefor
the following new Section 5.12:
"Section 5.12. MINIMUM CONSOLIDATED TANGIBLE NET WORTH PLUS
SUBORDINATED DEBT. Permit its Minimum Consolidated Tangible Net Worth
Plus Subordinated Debt to be less than $36,000,000.00 from the date
hereof until September 29, 1996; $39,000,000.00 from September 30, 1996
until March 30, 1997; $34,500,000.00 from March 31, 1997 until June 29,
1997; $35,000,000.00 from June 30, 1997 until September 29, 1997;
$35,500,000.00 from September 30, 1997 until December 30, 1997;
$35,750,000.00 from December 31, 1997 until March 30, 1997;
$36,250,000.00 from March 31, 1998 until June 29, 1998; $43,000,000.00
from June 30, 1998 until September 29, 1998; and $45,000,000 as at
September 30, 1998 and at all times thereafter.
b. Section 5.14, contained in Annex VI attached to the Letter of Credit
Agreement, is hereby deleted and, in lieu thereof, there is substituted therefor
the following new Section 5.14:
"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, 1995; 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 l.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
2
calculations for which said quarterly period is included, less than
1.50:1 for the one (1) calendar quarterly period ending June 30, 1997;
and less than 1.75:1 for (i) the immediately preceding two (2) calendar
quarterly periods ending September 30, 1997, (ii) the immediately
preceding three (3) calendar quarterly periods ending December 3l, 1997
and (iii) the immediately preceding four (4) calendar quarterly periods
ending March 31, 1998; and 2.00:1 for the immediately preceding four
(4) calendar quarterly periods ending on the last day of each calendar
quarter thereafter."
c. Subsection (g) of Section 5.18 contained in Annex VI of the Letter of
Credit Agreement is hereby deleted, and in lieu thereof, there is substituted
the following:
"(g). the Borrower and any of its Subsidiaries may make other
investments, loans and advances in addition to those permitted by the
foregoing provisions of this Section 5.18 from time to time, provided
that the aggregate amount of such investments, loans and advances shall
not exceed $21,000,000.00 without the prior written consent of all
Banks and, further provided that not more than $2,500,000.00 of said
aggregate amount shall represent the aggregate amount of investments,
loans and advances made to Catalina Lighting Mexico, S.A. DE C.V. For
the purpose of this subsection, the $21,000,000.00 limitation referred
to above shall not include the net note receivable from Catalina Asia
in the amount not to exceed $1,000,000.00"
2. COUNTERPARTS. The Sixth 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 Letter of Credit Agreement unless the context
herein otherwise dictates or unless different meanings are specifically assigned
to such terms herein.
4. RATIFICATION OF LOAN DOCUMENTS, MISCELLANEOUS. The Letter of Credit Agreement
as amended hereby shall remain in full force and effect and this Sixth Amendment
to Letter of Credit Agreement shall not be deemed a novation. Each and every
reference to the Letter of Credit Agreement and any other Operative Documents
shall be deemed to refer to the Letter of Credit Agreement as
3
amended by the Sixth Amendment. The Company and the Guarantors hereby
acknowledge and represent that the Operative 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 SIXTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE BY THE
BANK 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.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
4
IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of
the day and year first above written.
COMPANY:
CATALINA INDUSTRIES, INC.
d/b/a Xxxx Lighting
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
GUARANTORS:
CATALINA LIGHTING, INC.
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
CATALINA REAL ESTATE TRUST, INC.
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
ANGEL STATION, INC.
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
MERIDIAN LAMPS, INC.
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
5
MERIDIAN LAMPS DEVELOPMENT, INC.
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
CATALINA ADMINISTRATIVE CORPORATION
By: /s/ XXXXXX X. XXXXX
---------------------------
Xxxxxx X. Xxxxx
Assistant Secretary
BANK:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION f/k/a Sun Bank,
National Association
By: /s/ XXXXX X. XXXX
------------------------------
Name: Xxxxx X. Xxxx
Tltle: Senior Vice President
6
