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EXHIBIT 10.4.1
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
This Amendment Number 1 ("Amendment No. 1") to the Securities
Purchase Agreement (the "SPA"), dated as of October 21, 1996, among FULCRUM
DIRECT, INC. (the "Company"), a Delaware corporation, WHITNEY SUBORDINATED DEBT
FUND, L.P. ("WSDF"), a Delaware limited partnership, and WHITNEY EQUITY
PARTNERS, L.P., a Delaware limited partnership ("WEP" and together with WSDF,
the "Purchasers") is entered into as of February 24, 1997. Capitalized terms
used herein and not otherwise defined have the meanings ascribed to such terms
in the SPA.
W I T N E S S E T H:
WHEREAS, the Company and WSDF wish to modify certain of the
financial covenants contained in Section 9.8 of the SPA.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
1. Section 9.8 of the SPA is amended and restated to read in
its entirety as follows:
"9.8 Financial Covenants.
(a) EBITDA. As of the end of each fiscal quarter
specified below, the Company shall not permit EBITDA (for such fiscal
quarter and the three immediately preceding fiscal quarters treated as
a single accounting period) to be less than the corresponding amount
set forth below:
Period Amount
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Fiscal Year 1997
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First Quarter $3,000,000
Second Quarter $3,500,000
Third Quarter $5,500,000
Fourth Quarter $8,000,000
Fiscal Year 1998
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First Quarter $8,500,000
Second Quarter $9,000,000
Third Quarter $9,000,000
Fourth Quarter $10,000,000
Each Fiscal Quarter Thereafter $10,000,000
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(b) Cash Flow Coverage Ratio. As of the end of each
fiscal quarter specified below, the Company shall not permit the Cash
Flow Coverage Ratio to be less than the corresponding ratio set forth
below:
Period Ratio
------ -----
Fiscal Year 1997
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Fourth Quarter 2.0 to 1.0
Fiscal Year 1998
First Quarter 2.25 to 1.0
Second Quarter 2.75 to 1.0
Third Quarter 3.0 to 1.0
Fourth Quarter 3.5 to 1.0
Each Fiscal Quarter Thereafter 3.5 to 1.0
In addition, within forty-five (45) days after the
end of the First, Second and Third Quarters of Fiscal Year 1997, the
Company shall deliver to WSDF a calculation setting forth the actual
Cash Flow Coverage Ratio as of the end of each such quarters.
(c) Leverage Ratio. As of the end of each fiscal
quarter specified below, the Company shall not permit the Leverage
Ratio to be more than the corresponding ratio set forth below:
Period Ratio
------ -----
Fiscal Year 1997
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First Quarter 6.5 to 1.0
Second Quarter 6.5 to 1.0
Third Quarter 4.5 to 1.0
Fourth Quarter 2.5 to 1.0
Fiscal Year 1998
First Quarter 2.25 to 1.0
Second Quarter 2.0 to 1.0
Third Quarter 2.0 to 1.0
Fourth Quarter 2.0 to 1.0
Each Fiscal Quarter Thereafter 2.0 to 1.0"
2. Counterparts. This Amendment No. 1 may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall
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be deemed to be an original and all of which taken together shall constitute one
and the same agreement.
3. Entire Agreement. This Amendment No. 1, together with the
SPA and the exhibits and schedules thereto and the other Transaction Documents,
is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein and
therein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein or therein. This Amendment No. 1,
together with the SPA and the exhibits and schedules thereto, and the other
Transaction Documents supersede all prior agreements and understandings between
the parties with respect to such subject matter. Except to the extent
specifically set forth herein, the SPA shall remain in full force and effect and
shall not be deemed amended or superseded in any respect.
4. Incorporation by Reference. Article 11 of the SPA (other
than Sections 11.5 and 11.12) is incorporated herein by reference as if included
herein.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed and delivered by their respective officers
hereunto duly authorized as of the date first above written.
FULCRUM DIRECT, INC.
By: ____________________________________
Name:
Title:
WHITNEY SUBORDINATED DEBT FUND, L.P.
By: ____________________________________
Name:
Title:
WHITNEY EQUITY PARTNERS, L.P.
By: X.X. Xxxxxxx Equity Partners LLC
Its general Partner
By: ____________________________________
Name:
Title:
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