Exhibit
05/14/97-1
NINTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THE NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Ninth Amendment") is
made as of the 16th day of May, 1997 by and among Xxxxxx Products Ltd., a
Delaware corporation having its chief executive office at 000 XxXxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Borrower I), the lenders who are or who may from
time to time become signatories hereto ("Lenders") arid Fleet Capital
Corporation, a Connecticut corporation having an office at 00000 Xxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx 00000 ("FCC") which is the successor-in-interest to Barclays
Business Credit, Inc., as agent for the Lenders ("FCC," in such capacity being
"Agent").
W I T N E S S E T H:
WHEREAS, FCC, as Agent and Lender, and Borrower entered into a certain
Loan and Security Agreement dated as of July 14, 1994 as amended by (i) a
certain First Amendment to Loan and Security Agreement ("First Amendment") dated
as of September 30, 1994 by and among Agent, Borrower and the lender signatories
thereto, (ii) a certain Second Amendment to Loan and Security Agreement ("Second
Amendment") dated as of October 20, 1994 by and among Agent, Borrower and the
lender signatories thereto, (iii) a certain First (sic) Amendment to Loan and
Security Agreement dated as of March 29, 1995 by and among Agent, Borrower and
the lender signatories thereto, (iv) a certain Fourth Amendment to Loan and
Security Agreement dated as of October 30, 1995 by and among Agent, Borrower and
the lender signatories thereto (v) a certain Fifth Amendment to Loan and
Security Agreement dated as of June 30, 1996 by and among Agent, Borrower and
the lender signatories thereto, (vi) a certain Sixth Amendment to Loan and
Security Agreement dated as of August 30, 1996 by and among Agent, Borrower and
the Lender signatories thereto, (vii) a certain Seventh Amendment to Loan arid
Security Agreement dated as of October 22, 1996 by and among Agent, Borrower and
the Lender signatories thereto and (viii) a certain Eighth Amendment to Loan and
Security Agreement dated as of March 13, 1997 by and among Agent, Borrower and
the Lender signatories thereto. Said Loan and Security Agreement, as amended
from time to time, is hereinafter referred to as the "Loan Agreement"; and
WHEREAS. Borrower, Lenders and Agent desire to amend and modify certain
provisions of the Loan Agreement.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained, and any extension of credit heretofore, now or
hereafter made by Lenders and Agent to Borrower, the parties hereto hereby agree
as follows:
1. Definitions. Except as otherwise specifically provided for herein, all
capitalized terms used herein without definition shall have the meanings given
to them in the Loan Agreement.
2. Specific Financial Covenants. Sections 9.3(B) and 9.3(D) of the Loan
Agreement are hereby deleted arid the following are inserted in their stead:
"9.3. Specific Financial Covenants. During the Term of this Agreement,
and thereafter for so long as there are any Obligations to Agent or any Lender,
Borrower covenants that, unless otherwise consented to by Required Lenders in
writing, it shall: * * *
(B) Total Liabilities to Tangible Net Worth Ratio. Have at the end of each
month within the Term hereof, a ratio of Indebtedness (computed in accordance
with GAAP) to Tangible Net Worth equal to or less than the ratio set forth
opposite such month in the following schedule:
Month Ratio
Each Month within Fiscal Year 1994 1.85 to 1
Each Month within Fiscal Year 1995 1.50 to 1
January, February and March, 1996 1.50 to 1
April, May, June and July, 1996 1.60 to 1
August, September, October and November, 1996 1.90 to 1
December, 1996 and January and February, 1997 1.80 to 1
March, April and May, 1997 1.97 to 1
June, July and August, 1997 1.85 to 1
September, October and November, 1997 1.70 to 1
December, 1997 arid each month thereafter 1.60 to 1
* * *
9.3(D) Minimum Excess Revolving Credit Loan Availability or Minimum
Excess Collateral Availability. Maintain as of any of the following dates,
average Excess Revolving Credit Loan
-2-
Availability for the date of determination and the immediately previous
twenty-nine(29)days of: no minimum from July 14, 1994 through October 29, 1995;
$3,000,000 or more from October 30, 1995 through October 20, 1996; $5,000,000 or
more from October 21, 1996 through November 30, 1996; $8,000,000 or more from
December 1, 1996 through April 17, 1997; and $8,000,000 or more from August 3,
1997 and thereafter." Maintain as of any of the following dates, average "Excess
Collateral Availability" (as defined below) for the date of determination and
the immediately previous twenty-nine (29) days of: Seven Million Five Hundred
Thousand Dollars ($7,500,000) or more from April 18, 1997 through April 25,
1997; and Eight Million Dollars ($8,000,000) or more from April 26, 1997 through
August 2, 1997. "Excess Collateral Availability" shall mean as of any date the
amount, if any, by which the "Collateral Base" (as defined below) exceeds the
aggregate outstanding principal balance of the Revolving Credit Loans.
Collateral Base shall mean, as at any date of determination thereof, an amount
equal to:
(a) an amount equal to:
(i)
eighty-five percent (85%) or such lesser percentage as Agent in its reasonable
discretion deems appropriate, of the net amount of Eligible Accounts outstanding
at such date:
PLUS
(ii) the lesser of
(A) Forty Million Dollars ($40,000,000) and (B) the Inventory Percentage of the
value of Eligible Inventory at such date consisting of raw materials and
finished goods, calculated on the basis of the lower of cost or market, as
determined by Agent, in its reasonable discretion, on a first-in, first-out
("FIFO") basis;
MINUS (subtract from clause (a) above)
(b) an amount equal to the sum of (x) the face amount of all LC
Guaranties and Letters of Credit issued by Agent or Bank and outstanding at such
date, plus (y) any amounts which Agent and/or Lenders may then be obligated to
pay for the account of Borrower under this Agreement.
3. Continuing Effect Except as otherwise specifically set out herein, the
provisions of the Loan Agreement shall remain in full force and effect.
-3-
IN WITNESS WHEREOF, this Ninth Amendment has been duly executed as of the
day and year specified at the beginning hereof.
XXXXXX PRODUCTS LTD. ("Borrower")
By:
Name: Xxxx X. Xxxxxx
Title: Treasurer
FLEET CAPITAL CORPORATION ("Agent" and "Lender")
By:
Name: Xxxxxx Xxxxx
Title:Vice President
XXXXXX TRUST AND SAVINGS BANK ("Lender")
By:
Name: Xxx X. Xxxxxxxxxx
Title: Vice President
BANK OF AMERICA ILLINOIS ("Lender")
By:
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
-4-
