EXHIBIT 10.3.4
FOURTH AMENDMENT TO LOAN AGREEMENT
This Fourth Amendment to Loan Agreement, dated as of March 17, 2004
("Amendment"), amends the Loan Agreement dated June 16, 2000, as amended by a
First Amendment dated as of May 28, 2002, a Second Amendment dated on or about
April 14, 2003 and a Third Amendment dated on or about October 13, 2003
(collectively, "Agreement"), between Bank One, NA, successor to American
National Bank and Trust Company of Chicago ("Bank"), Boss Holdings, Inc. and
Boss Manufacturing Company (collectively, "Borrowers").
The parties agree that the Agreement shall be amended as follows:
1. The definition of "Borrowing Base" set forth in Section 1.1 of the
Agreement shall be deleted in its entirety and the following definition
shall be substituted in its place:
"Borrowing Base" means, as of any time the same is to be determined, 80% of
Eligible Receivables and 40% of Eligible Inventory provided, however, that
(i) advances relying upon Eligible Inventory shall not exceed a maximum of
$2,000,000; (ii) advances relying upon Eligible Receivables and Eligible
Inventory included in the Borrowing Base from Boss Balloon Company shall
not exceed $1,000,000 and (iii) advances relying upon the Eligible
Inventory and Eligible Receivables included in the Borrowing Base from Boss
Manufacturing Holdings, Inc. shall not exceed $1,500,000.
2. The definition of "Eligible Inventory" set forth in Section 1.1 of the
Agreement shall be amended to include Inventory of Boss Pet Products, Inc.,
as set forth therein.
3. The definition of "Eligible Receivables" set forth in Section 1.1 of the
Agreement shall be amended to include Receivables of Boss Pet Products,
Inc., as set forth therein.
4. The definition of "Guaranty" shall be amended to include the Guaranty of
Boss Pet Products, Inc. to Bank dated March 17, 2004.
5. The definition of "Revolving Credit Commitment" set forth in Section 1.1 of
the Agreement shall be deleted in its entirety and the following definition
shall be substituted in its place:
"Revolving Credit Commitment" means the revolving credit facility in an
amount not to exceed $5,000,000.
6. The definition of "Revolving Credit Termination Date" set forth in Section
1.1 of the Agreement shall be deleted in its entirety and the following
definition shall be substituted in its place:
"Revolving Credit Termination Date" means May 30, 2006, as such date may be
amended upon the written consent of all of the parties hereto.
7. Section 7.4 of the Agreement shall be deleted in its entirety and the
following Section 7.4 shall be substituted in its place:
7.4 Financial Covenants. At all times prior to the earlier of the
Revolving Credit Termination Date and the Early Termination Date and
thereafter for so long as any amount is due and owing to this Bank
hereunder, Borrowers hereby covenant to meet the requirements of the
following financial covenants.
(a) The Debt Service Coverage Ratio of Parent on a consolidated basis
(measured quarterly commencing the end of December 30, 2000 and
measured each quarter thereafter on a rolling four-quarter basis)
shall be not less than 1.20:1.
(b) Intentionally omitted (Current Ratio deleted).
(c) Tangible Net Worth shall not be less than $18,000,000 plus 25% of
the Parent's Net Income on a consolidated basis for the year
ended December 31, 2003 and each fiscal year of Borrower
thereafter.
(d) Intentionally omitted (Debt to Tangible Net Worth Ratio deleted).
1
8. Section 7.6 of the Agreement (clean down requirement) shall be deleted in
its entirety.
9. Schedule 1.1 of the Agreement shall be amended by adding thereto the
following:
Ginarra Partners, LLC
Second Southern Corp.
10. Except as specifically amended herein the Agreement shall continue in full
force and effect in accordance with its original terms. Reference to this
specific Amendment need not be made in any note, document, letter,
certificate, the Agreement itself, or any communication issued or made
pursuant to or with respect to the Agreement, any reference to the
Agreement being sufficient to refer to the Agreement as amended hereby. All
terms used herein which are defined in the Agreement shall have the same
meaning herein as in the Agreement. In the event of any conflict between
the terms of the Agreement and the terms of this Amendment, this Amendment
shall control.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the day and year first above written.
BANK ONE, NA BOSS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ J. Xxxxx Xxxxxxxxx
--------------------------------- -----------------------
Its: First Vice President Its: Executive Vice President
BOSS MANUFACTURING COMPANY
By: /s/ J. Xxxxx Xxxxxxxxx
------------------------------
Its: Executive Vice President
The undersigned Guarantors of the obligations of Borrowers under the Agreement
consent to this Amendment, acknowledge and agree that the Guaranty Agreement
between them and Bank dated as of June 16, 2000 shall remain in full force and
effect and apply to the obligations of Borrowers as amended by this Amendment.
Guarantors further agree that the term "Guaranteed Obligations" as used in the
above-described Guaranty Agreement shall mean, among other things, obligations
of Borrowers under the Agreement as amended by this Amendment.
BOSS MANUFACTURING HOLDINGS, INC. BOSS BALLOON COMPANY
By: /s/ J. Xxxxx Xxxxxxxxx By: /s/ J. Xxxxx Xxxxxxxxx
------------------------------ -----------------------
Its: President Its: President
Date: March 17, 2004 Date: March 17, 2004
-------------- --------------
The undersigned Guarantor of the obligations of Borrowers under the Agreement
consent to this Amendment, acknowledge and agree that the Guaranty between it
and Bank dated as of March 17, 2004 shall remain in full force and effect and
apply to the obligations of Borrowers as amended by this Amendment. The
undersigned Guarantor further agrees that the term "Obligations" as used in the
above-described Guaranty shall mean, among other things, obligations of
Borrowers under the Agreement as amended by this Amendment.
BOSS PET PRODUCTS, INC.
By: /s/ J. Xxxxx Xxxxxxxxx
-----------------------
Its: President
Date: March 17, 2004
--------------
2
