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EXHIBIT 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT (this "AMENDMENT"), to the Credit Agreement dated
as of July 30, 1997, among SAFETY 1ST, INC., a Massachusetts corporation
("SAFETY"), SAFETY 1ST HOME PRODUCTS CANADA INC., a Canadian federal corporation
("SAFETY CANADA" and, together with Safety, the "BORROWERS"), each of the
financial institutions from time to time parties thereto as lenders (the
"LENDERS"), BT COMMERCIAL CORPORATION, as agent (in such capacity, the "AGENT")
for the Lenders and BANKERS TRUST COMPANY, as issuer of letters of credit (in
such capacity, the "ISSUING BANK"), is made as of May 15, 1998 among the
Borrowers and the undersigned Lenders.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders, the Agent and the Issuing Bank are
parties to the Credit Agreement, dated as of July 30, 1997 (as heretofore
amended on October 29, 1997, January 23, 1998 and March 31, 1998 and as the same
may be further amended, supplemented or otherwise modified from time to time,
the "CREDIT AGREEMENT"; capitalized terms used herein shall have the meanings
assigned to them in the Credit Agreement unless otherwise defined herein);
WHEREAS, The Borrowers have requested that the Lenders agree to amend
the Credit Agreement as set forth herein; and
WHEREAS, the undersigned Lenders are agreeable to such amendments, but
only on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. Effective as of March 31,
1998, but subject to the satisfaction of the conditions precedent set forth in
Section 2, the Credit Agreement is hereby amended as follows:
(a) Section 7.2(r) of the Credit Agreement is amended by (i) deleting
"December 31, 1998" from each place it appears and substituting therefor
"January 2, 1999", (ii) deleting "December 31, 1999" and substituting therefor
"Xxxxxxx 0, 0000", (xxx) deleting "December 31, 2000" and substituting therefor
"December 30, 2000", (iv) deleting "December 31, 2001" and
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substituting therefor "December 29, 2001" and (v) deleting "June 30, 2002" and
substituting therefor "June 29, 2002".
(b) Section 7.2(t) of the Credit Agreement is amended by deleting the
table set forth therein and substituting therefor the following:
"PERIOD RATIO
------ ------
January 4, 1998 to April 4, 1998 1.00:1
April 5, 1998 to July 4, 1998 1.00:1
July 5, 1998 to October 3, 1998 1.25:1
October 4, 1998 to January 2, 1999 1.25:1
January 3, 1999 to April 3, 1999 1.25:1
April 4, 1999 to July 3, 1999 1.25:1
for each fiscal quarter thereafter 1.50:1"
(c) Section 7.2(u) of the Credit Agreement is amended by deleting the
table set forth therein and substituting therefor the following:
"PERIOD AMOUNT
------ -----------
three fiscal quarters ended April 4, 1998 $ 9,200,000
four fiscal quarters ended July 4, 1998 13,000,000
four fiscal quarters ended October 3, 1998 16,000,000
four fiscal quarters ended January 2, 1998 19,000,000
four fiscal quarters ended on the last
day of each fiscal quarter thereafter 20,000,000"
(d) Section 7.2(v) of the Credit Agreement is amended and restated as
follows:
"(v) MINIMUM CONSOLIDATED FIXED CHARGE COVERAGE RATIO. Safety will
not, for each period set forth below, permit Consolidated Fixed Charge
Coverage Ratio to be less than the ratio set forth below opposite such
period:
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"PERIOD RATIO
------ -----
three fiscal quarters ended April 4, 1998 1.15:1
four fiscal quarters ended July 4, 1998 1.50:1
four fiscal quarters ended October 3, 1998 1.50:1
four fiscal quarters ended January 2, 1999 1.50:1
four fiscal quarters ended on the last day of
each fiscal quarter thereafter 1.50:1"
SECTION 2. EFFECTIVENESS. This Amendment shall become effective upon
the Agent's receipt of this Amendment, duly executed by the Borrowers and the
Majority Lenders and duly consented to by the Guarantors.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS. Each of
the Borrowers represents and warrants as follows:
(a) The execution, delivery and performance by each Borrower of this
Amendment, the Credit Agreement as amended hereby and any documents delivered in
connection herewith to which such Borrower is a party (i) are within such
Borrower's corporate powers and authority, have been duly authorized by all
necessary corporate action and do not contravene (A) such Borrower's Governing
Documents (including, without limitation, the certificate of designation for any
preferred stock of a Borrower), (B) any Requirement of Law applicable to it or
any of its properties or (C) any franchise, license, permit, indenture,
contract, lease, agreement, instrument or other commitment to which it is a
party or by which it or any of its properties are bound, and (ii) will not
result in or require the creation or imposition of any Lien upon or with respect
to any property now owned or hereafter acquired by any Borrower (other than
Liens permitted by the Credit Agreement).
(b) This Amendment, the Credit Agreement as amended hereby and any
documents delivered in connection herewith to which such Borrower is a party
constitute the legal, valid and binding obligations of such Borrower enforceable
against such Borrower in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting creditor's rights generally and general principles of equity.
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(c) Since December 31, 1997 there has occurred no change, occurrence,
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.
(d) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing
SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT DOCUMENTS.
(a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Credit Agreement to (i) "this Agreement,"
"hereunder," "hereof," "herein" and words of like import, and such words or
words of like import in each reference in the Credit Documents, shall mean and
be a reference to the Credit Agreement as amended hereby.
(b) Except as specifically amended hereby, all of the terms and
provisions of the Credit Agreement shall remain in full force and effect and are
hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment to or a waiver
of any right, power or remedy of the Agent or the Lenders under any of the
Credit Documents, or constitute an amendment to or a waiver of any provision of
any of the Credit Documents.
(d) This Amendment shall be deemed to be a Credit Document for all
purposes.
SECTION 5. EXECUTION IN COUNTERPARTS; ETC. This Amendment may be
executed in counterparts each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument. This Amendment and each of the other documents
delivered in connection herewith may be executed and delivered by telecopier
with the same force and effect as if the same was a fully executed and delivered
original manual counterpart.
SECTION 6. COSTS, EXPENSES AND TAXES. The Borrowers shall jointly and
severally pay any and all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery of this Amendment and the
documents contemplated hereby or delivered in connection herewith, and agrees to
hold the Lenders harmless from and against any and all liabilities with respect
to or resulting from any delay in paying or omission to pay such taxes. The
Borrowers shall jointly and severally pay for all of the reasonable
out-of-pocket expenses incurred by the Agent in connection with the preparation,
negotiation and closing of this Amendment, including, without limitation, the
reasonable fees and expenses of Luskin, Xxxxx & Xxxxxx LLP, counsel to the
Agent.
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SECTION 7. GOVERNING LAW. THE VALIDITY, INTERPRETATION AND
ENFORCEMENT OF THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.
BORROWERS
SAFETY 1ST, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name:
Title:
SAFETY 1ST HOME PRODUCTS CANADA INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------
Name:
Title:
LENDERS
BT COMMERCIAL CORPORATION
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
LASALLE NATIONAL BANK
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Senior Vice President
BNY FINANCIAL CORPORATION
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name:
Title:
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SUMMIT COMMERCIAL/GIBRALTAR CORP.
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: EVP
FINOVA CAPITAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
Title: Asst. Vice Pres.
Agreed and Consented as of the
First Date Written Above:
SAFETY 1ST INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx
--------------------------
Name:
Title:
SAFETY 1ST (EUROPE) LIMITED
By: /s/ Xxxxxxx X. Xxxx
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Name:
Title:
3232301 CANADA, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name:
Title:
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