Exhibit 10.5
FOURTH AMENDMENT TO INVESTMENT AGREEMENT
THIS FOURTH AMENDMENT TO INVESTMENT AGREEMENT ("Amendment"), dated as of
September 17, 1997, is made by and among (i) XXXXXXX-XXXXXXX, INC., a Delaware
corporation (the "Company"), (ii) BANC ONE CAPITAL PARTNERS CORPORATION, a Texas
corporation ("Banc One"), and PNC CAPITAL CORP, a Delaware corporation ("PNC")
(Banc One and PNC are sometimes collectively referred to as the "Senior Holders
or individually as a "Senior Holder"), (iii) XXXXXXX X. XXXXXXX, XX., an
individual residing in Connecticut ("Xxxxxxx") and (iv) XXXX X. XXXXX, an
individual residing in New York ("Xxxxx") (Xxxxxxx and Xxxxx are sometimes
collectively referred to as the "Junior Holders", or individually as a "Junior
Holder"; the Senior Holders and the Junior Holders are sometimes collectively
referred to as the "Holders").
W I T N E S S E T H:
WHEREAS, the Senior Holders, Allied (as defined in the Agreement) and the
Company entered into that certain Investment Agreement dated as of May 25, 1994
(the "Original Agreement"), as amended by that certain First Amendment to
Investment Agreement dated as of October 23, 1995, by and among Senior Holders,
Allied, Junior Holders and the Company (the "First Amendment"), that certain
Second Amendment to Investment Agreement dated as of April 12, 1996, by and
among Senior Holders, Junior Holders and the Company (the "Second Amendment"),
and that certain Third Amendment to Investment Agreement dated as of January 17,
1997, by and among Senior Holders, Junior Holders and the Company (the "Third
Amendment"; the Original Agreement, the First Amendment, the Second Amendment,
and the Third Amendment are herein collectively referred to as the "Agreement"),
pursuant to which the Senior Holders and Allied agreed to purchase $12,000,000
of subordinated debentures and Junior Holders agreed to purchase $4,000,000 of
junior debentures (the proceeds of said junior debentures having been used to
satisfy the senior debentures held by Allied), all in accordance with, and as
provided in, the Agreement; and
WHEREAS, the Company has requested that the Senior Holders and the Junior
Holders further amend the Agreement in certain respects; and
WHEREAS, Allied remains a "Holder" under the Agreement for limited purposes
only and, accordingly, is not required to join in this Amendment;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreement contained herein, intending to be legally bound hereby, the parties
agree as follows:
1. Consolidated Fixed Charge Coverage Ratio. Section 7.15 of the Agreement
is hereby amended in its entirety to read as follows:
7.15 Consolidated Fixed Charge Coverage Ratio. The Company and its
Consolidated Subsidiaries shall maintain at the end of each Rolling Period
a Consolidated Fixed Charge Coverage Ratio of not less than the following:
Rolling Period Ratio
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July 31, 1997 1.10 to 1.00
July 31, 1998 1.10 to 1.00
July 31, 1999 1.10 to 1.00
July 31, 2000 1.10 to 1.00
and thereafter
2. Capital Expenditures. Section 7.18 of the Agreement is hereby amended in
its entirety to read as follows:
7.18 Capital Expenditures. The aggregate amount of all Capital
Expenditures of Company and its Subsidiaries will not exceed $2,100,000
in any fiscal year. In any fiscal year the Company and its Subsidiaries
shall be entitled to add to the $2,100,000 ceiling for such fiscal
year, Capital Expenditures equal to one-half of the amount, if any, by
which $2,100,000 exceeds the amount of Capital Expenditures which were
made in the preceding fiscal year.
3. Miscellaneous. The provisions of the Agreement shall remain in full
force and effect except as modified hereby.
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IN WITNESS WHEREOF, the parties, by their duly authorized officers, have
executed and delivered this Fourth Amendment to Investment Agreement as of the
date first written above.
XXXXXXX-XXXXXXX, INC.
ATTEST: _______________________ By: /s/ WO Xxxxxx
--------------------------
Title: President
BANC ONE CAPITAL PARTNERS
CORPORATION
ATTEST: _______________________ By: /s/ Xxxxx X. Xxxxx
--------------------------
Title: Managing Director
PNC CAPITAL CORP
ATTEST: _______________________ By: /s/ Xxxxx X. Xxxxx
--------------------------
Title: Senior Vice President
and Principle
WITNESS: ______________________ /s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX, XX.
WITNESS: ______________________ /s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
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