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EXHIBIT 4.3
SECOND AMENDMENT AND AGREEMENT TO
REVOLVING LINE OF CREDIT AGREEMENT
This Second Amendment and Agreement to Revolving Line of Credit Agreement
is made as of the ____ day of February, 1998, by and between CITIZENS BANK OF
RHODE ISLAND, a Rhode Island financial institution with offices at Xxx Xxxxxxxx
Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 (the "Lender"); and BACOU USA, INC., a
Delaware corporation with offices at 00 Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxx
Xxxxxx 00000 (the "Borrower").
WITNESSETH THAT:
WHEREAS, the Lender and the Borrower are parties to a certain Revolving
Line of Credit Agreement dated as of May 21, 1997, as amended by letter
agreement dated July 21, 1997 (as amended, the "Loan Agreement") pursuant to
which the Lender agreed INTER ALIA, to make certain loans from time to time to
the Borrower; and
WHEREAS, the Lender and Borrower desire to amend the Loan Agreement on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. All capitalized terms used herein without definition shall have the
definitions assigned by the Loan Agreement.
2. Effective the date hereof, the following defined terms set forth in
Section 1 of the Credit Agreement are hereby amended or added in their entirety,
as applicable, to read as follows:
"FOREIGN EXCHANGE CONTRACT" Foreign Exchange Contract means the
agreement of the Lender to sell, and the Borrower to buy, foreign currency
on a forward contract basis.
"OPERATING CASH FLOW" Operating Cash Flow means net profit (as
determined in accordance with generally accepted accounting principles
consistently applied) of the Borrower for the prior twelve (12) months
before reduction for interest, taxes, depreciation and amortization and
other non-cash expenses.
"REVOLVING CREDIT LIMIT" Revolving Credit Limit means the sum of
Thirty-One Million and 00/100ths Dollars ($31,000,000)."
"REVOLVING CREDIT NOTE" Revolving Credit Note means that certain
promissory note dated May 21, 1997 as amended by First Amendment and
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Agreement dated February __, 1998 made by Borrower in favor of the Lender
in the maximum principal amount of Thirty-One Million and 00/100ths Dollars
($31,000,000), evidencing the Revolving Credit Loans.
"REVOLVING CREDIT TERMINATION DATE" Revolving Credit Termination Date
means May 31, 2000, unless extended in writing by the Lender.
"TOTAL DEBT SERVICE" Total Debt Service means the total of Borrower's
interest expense (on all interest bearing debt) plus current maturities of
long term debt and capitalized leases."
3. Effective the date hereof, Section 2.1 of the Loan Agreement is
amended to read in its entirety as follows:
"2.1 REVOLVING CREDIT COMMITMENT. Subject to the terms and conditions
of this Agreement, the Lender agrees to make Revolving Credit Loans to
Borrower on a revolving basis from time to time from the date hereof to and
including the Revolving Credit Termination Date, in an aggregate principal
amount up to but not exceeding at any one time outstanding the Revolving
Credit Limit. During the aforesaid period, Borrower may use the Revolving
Credit Commitment by borrowing, paying and repaying the Revolving Credit
Loans (and by surrendering Letters of Credit and by settling Foreign
Exchange Contracts) in whole or in part and by reborrowing (or by
requesting additional Letters of Credit on its account or by entering into
Foreign Exchange Contracts), all in accordance with the terms and
conditions of this Agreement."
4. Effective the date hereof, Section 2.3(f) the Loan Agreement is
amended to read in its entirety as follows:
"(f) Each request for the Lender to enter into a Foreign Exchange
Contract hereunder shall be accompanied by the completion of the standard
application relating thereto. Each such Foreign Exchange Contract shall be
in form and substance satisfactory to the Lender in accordance with this
usual and customary practice, and shall contain such terms and conditions,
and shall specify such prices, as may be offered to Borrower from time to
time by the Lender in its sole discretion. In the event of any
inconsistency between this Agreement and the Foreign Exchange Contracts,
the Foreign Exchange Contracts shall prevail and govern. The Borrower
hereby agrees to pay to the Lender all sums due and payable under, and to
pay on demand all interest, fees and other usual and customary fees and
transaction charges of the Lender as set forth in, each Foreign Exchange
Contract as in effect from time to time. If any restriction is imposed upon
the Lender or the Borrower by any Federal, state or other regulatory
authority or any applicable law which, in the sole judgment of the Lender,
prevents the Lender from entering into any further Foreign Exchange
Contracts, then the Lender shall so notify the Borrower or the Borrower
shall notify the
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Lender, as the case may be, and the Lender shall not thereafter be
obligated to enter into any further Foreign Exchange Contracts in violation
of any such restriction so long as such restriction shall remain in
effect."
5. Effective the date hereof, Section 2.4 the Loan Agreement is amended
to read in its entirety as follows:
"2.4 LIMITATIONS ON REVOLVING CREDIT LOANS. Notwithstanding anything
contained in this Agreement to the contrary, the aggregate amount of the
Revolving Credit Loans made or outstanding at any time hereunder and under
the Revolving Credit Note shall not exceed the Revolving Credit Limit. In
no event shall the sum of the aggregate principal amount of all outstanding
Revolving Credit Loans plus the aggregate face amount of all issued undrawn
Letters of Credit plus twenty percent (20%) of the outstanding Foreign
Exchange Contracts exceed at any time the Revolving Credit Limit. In the
event that the aggregate sum of the Revolving Credit Loans outstanding plus
the aggregate face amount of all issued undrawn Letters of Credit plus
twenty percent (20%) of the outstanding Foreign Exchange Contracts at any
time exceeds the Revolving Credit Limit, the Borrower shall immediately pay
to the Lender an amount equal to the amount by which such sum exceeds the
Revolving Credit Limit, so that Borrower shall always be in compliance with
the Revolving Credit Limit."
6. Effective the date hereof, Section 2.7 the Loan Agreement is amended
to read in its entirety as follows:
"2.7 PURPOSE OF REVOLVING CREDIT LOANS. The purpose of the Revolving
Credit Commitment and all Revolving Credit Loans is to provide working
capital for Borrower's business operations, to finance acquisitions of
other entities with Lender's consent, to finance capital asset purchases,
to provide Borrower with Letters of Credit from time to time and to allow
the Borrower to enter into Foreign Exchange Contracts from time to time."
7. Effective the date hereof, Section 5.13 of the Loan Agreement which
contained a leverage ratio shall be deleted in its entirety and replaced with a
Debt Service ratio to read in its entirety as follows:
"5.13. DEBT SERVICE COVERAGE. Maintain, at December 31st of each
year, a ratio of the Borrower's Operating Cash Flow for the prior twelve
(12) months to the Borrower's Total Debt Service for the prior twelve (12)
months of not less than 1.25:1."
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8. Effective the date hereof, Section 6.8 of the Loan Agreement is
amended in its entirety to read as follows:
"6.8. FISCAL LOSS. Neither Borrower nor Bacou USA Safety, Inc. shall
incur a Fiscal Loss in any of its fiscal years."
9. The obligation of Lender to amend the Loan Agreement is subject to
the following conditions precedent:
(a) AUTHORIZATION. On or prior to the date hereof, Borrower shall
have furnished to Lender copies of all corporate documents and proceedings
taken by Borrower, certified by Borrower's secretary authorizing all such
borrowings and actions, and the execution, delivery and performance of the
Loan Documents and such other documents as Lender or its counsel may
reasonably request.
(b) CERTIFICATE. The representations and warranties contained in
SECTION 3 of the Loan Agreement shall be true and correct on the date
hereof and on each date on which Borrower requests a Loan hereunder; and no
event that constitutes or which with the mere giving of notice of lapse of
time, or both, would constitute an Event of Default under this Agreement
shall have occurred or shall exist on such date. Upon request of Lender,
Borrower shall deliver to Lender certificates of Borrower's secretary, to
the foregoing effect.
(c) LOAN DOCUMENTS. On or prior to the date hereof, Borrower shall
execute and deliver to Lender this First Amendment and Agreement to
Revolving Line of Credit Agreement and a First Amendment and Agreement to
Revolving Credit Note, and any other instruments or documents related to
the foregoing instruments or this Agreement.
(d) FINANCIAL STATEMENTS. On or prior to the date hereof, Lender
shall receive a copy of the Borrower's audited financial statements as of
December 31, 1997 of Borrower.
10. All references to the "Loan Agreement" in the Loan Agreement, the
Revolving Credit Note and all other documents and agreements executed or
delivered in connection herewith shall from and after the effective date hereof
refer to the Loan Agreement, as amended hereby.
11. Except as amended hereby, the Loan Agreement shall remain in full
force and effect and is in all respects hereby ratified and affirmed.
12. The Borrower covenants and agrees to pay all out-of-pocket expenses,
costs and charges incurred by the Lender (including reasonable fees and
disbursements of counsel) in connection with the preparation and implementation
of this Second Amendment and Agreement to Loan Agreement.
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IN WITNESS WHEREOF, the undersigned parties have caused this Second
Amendment and Agreement to Revolving Line of Credit Agreement to be executed by
their duly authorized officers as of the date first above written.
WITNESS: BACOU USA, INC.
_________________________________ By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Title: Vice Chairman, President and
Chief Executive Officer
_________________________________ By: /s/ Xxxxxx X. Xxxx, Xx.
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Xxxxxx X. Xxxx, Xx.
Title: Executive Vice President and
Chief Financial Officer
CITIZENS BANK OF RHODE ISLAND
By: /s/ Xxxxxxx X. XxXxxxx
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Title: Vice President
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