The CIT Group/
Commercial Services, Inc,
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
March 31, 1998
Xxxxxx Xxx Marketing, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Reference is made to the Revolving Credit Agreement between us, dated as of June
2, 1997, as supplemented and amended (herein the "Agreement"). Capitalized terms
used herein and defined in the Agreement shall have the same meanings as set
forth therein unless otherwise specifically defined herein.
Pursuant to mutual consent and understanding, effective as of April 1, 1998, the
following sections of Article X of the Agreement entitled "Negative Covenants"
shall be, and hereby are, amended as follows:
1. (a) The reference in subparagraph (i) of Section 10.02 of the
Agreement to "clauses (a)-(h) above" shall be, and hereby is, amended to read
"clauses (a)-(i) above", and subparagraph (i)shall hereafter be renamed to be
subparagraph "(j)"; and
(b) The following new subparagraph "(i)" shall be added to
Section 10.02 prior to subparagraph (j) referenced above:
"(i) Liens related to an acquisition by the Borrower which
acquisition has been previously approved, in writing, by CIT."
2. (a) The reference in subparagraph (h) of Section 10.03 of the
Agreement to "clauses (a)-(g) above" shall be, and hereby is, amended to read
"clauses (a)-(h) above", and subparagraph (h) shall hereafter be renamed to be
subparagraph "(i)"; and
(b) The following new subparagraph "(h)" shall be added to
Section 10.03 prior to subparagraph (i) referenced above:
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"(h) Indebtedness related to an acquisition by the
Borrower which acquisition has been previously approved, in writing,
by CIT."
3. (a) The reference in subparagraph (d) of Section 10.04 of the
Agreement to "clauses (a)-(c) above" shall be, and hereby is, amended to read
"clauses (a)-(d) above", and subparagraph (d) shall hereafter be renamed to be
subparagraph "(e)"; and
(b) The following new subparagraph "(d)" shall be added to
Section 10.03 prior to subparagraph (e) referenced above:
"(d) guarantees and contingent liabilities related to an
acquisition by the Borrower which acquisition has been approved, in
writing, by CIT."
4. The following new subparagraph "(e)" shall be added to the end of
Section 10.05 of the Agreement:
"(e) an acquisition by the Borrower which has been
previously approved, in writing, by CIT."
5. The following language shall be added to the end of Section 10.06
of the Agreement:
"; provided, however, the Borrower shall be permitted to pay
dividends or repurchase stock in the aggregate amount of
$5,000,000.00 in each of fiscal year 1998 and fiscal year 1999,
provided that: (1) at the time of, and after giving effect to, the
payment of dividends or repurchase of stock, no Event of Default
shall have occurred and be continuing, and (2) the undrawn
Availability before and after said dividend payment or stock
repurchase shall not be less than $5,000,000.00."
6. The following subparagraph "(d)" shall be added to the end of
Section 10.09 of the Agreement:
"(d) the Borrower may acquire the assets of an affiliate, provided,
however, such acquisition is previously approved, in writing, by
CIT."
7. The following sentence shall be added to the end of Section 10.17
of the Agreement:
"CIT will not unreasonably withhold approval to amend the foregoing
ratios in the event a violation is solely the result of a dividend
payout
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or stock repurchase permitted in Section 10.06 hereinabove, and there
are no other Events of Default that shall have occurred."
8. The following sentence shall be added to the end of Section 10.20
of the Agreement:
"The unused portion of allowable Capital Expenditures in any fiscal
year can be carried over to the next fiscal year."
Except to the extent specifically set forth herein, no other change or waiver of
any of the terms or provisions of the Agreement is intended or implied, and all
of the terms and conditions of the Agreement shall continue in full force and
effect. This letter shall not constitute a waiver by us of any other default
under the Agreement, whether or not we have knowledge of same and shall not
constitute a waiver of any other defaults whatsoever.
If the foregoing-is in accordance with your understanding of our agreement,
kindly so indicate by signing and returning the enclosed copy of this letter.
Very truly yours,
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By /s/Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Vice President
Read and Agreed to:
XXXXXX XXX MARKETING, INC.
By /s/Xxxxxx Xxxxxxx
Name
Title
