Exhibit 10.02
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THIRD AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
AND
SECOND AMENDMENT TO
CREDIT AGREEMENT
Dated as of September 30 1998
Between
SPECIALTY CATALOG CORP.
SC CORPORATION, d/b/a SC DIRECT
SC PUBLISHING, INC.
DAXBOURNE INTERNATIONAL LIMITED
and
BANKBOSTON, N.A.
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THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
AND
SECOND AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT and SECOND AMENDMENT
TO CREDIT AGREEMENT is entered into as of September 30, 1998 by and among
SPECIALTY CATALOG CORP., a Delaware corporation (the "Company"), SC CORPORATION,
a Delaware corporation d/b/a SC DIRECT ("SC Direct"), and SC PUBLISHING, INC., a
Delaware corporation ("SC Publishing") (each a "U.S. Borrower" and collectively
the "U.S. Borrowers") and DAXBOURNE INTERNATIONAL LIMITED, (Registered No.
3369640), a private company limited by shares formed under the laws of England
and Wales (the "U.K. Borrower") (the U.S. Borrowers and U.K. Borrower each a
"Borrower" and collectively, the "Borrowers") and BANKBOSTON, N.A., a national
banking association (the "Bank").
Recitals
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The Borrowers and the Bank are parties to a Credit and Guaranty Agreement
dated as of March 12, 1997 (as amended, the "U.S. Credit Agreement") and a
Credit Agreement dated as of October 3, 1997 (as amended, the "U.K. Credit
Agreement") (each a "Credit Agreement" and collectively, the "Credit
Agreements") and desire to amend the Credit Agreements in various respects. All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreements.
NOW, THEREFORE, the Borrowers and the Bank hereby amend the Credit
Agreements as follows:
Section 1. Definitions. Section 1.1 of the Credit Agreements is hereby
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amended as follows:
(a) The definition of "Consolidated EBITDA" is hereby deleted in its
entirety and a new definition substituted therefor as follows:
"`Consolidated EBITDA' shall mean for any period the sum of
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(a) Consolidated Net Income plus (b) all amounts deducted in
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computing Consolidated Net Income in respect of (i) interest
expense on Indebtedness, (ii) taxes based on or measured by
income, and (iii) depreciation and amortization expense, in each
case for the period under review; provided, however, that in
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calculating Consolidated Net Income, the restructuring charge
incurred by the Company and its Subsidiaries relating to
severance packages for certain senior employees during the
quarter ended September 30, 1998, in an aggregate amount not to
exceed $500,000, shall not be treated as an expense during such
quarter but shall be treated as an expense in future quarters as
and when such severance amounts are paid in cash."
(b) The definition of "Consolidated Operating Cash Flow" is hereby
deleted in its entirety and a new definition substituted therefor as
follows:
"`Consolidated Operating Cash Flow' shall mean (a) Consolidated
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EBITDA less (b) the sum of (i) Capital Expenditures plus (ii)
consolidated cash payments for taxes for the applicable period;
provided, however, in calculating Consolidated Operating Cash
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Flow for any period, there shall not be deducted as a Capital
Expenditure amounts expended for Excluded Capital Expenditures
during such period."
(c) The definition of "1996 Financial Statements" is hereby deleted
in its entirety and a new definition substituted therefor as follows:
"`1997 Financial Statements' shall mean the Consolidated Balance
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Sheet of the Company and its Subsidiaries as of January 3, 1998
and the related Consolidated Statements of Operations,
Stockholders" Equity (Deficit) and Cash Flows for the year then
ended and notes to such financial statements, audited by Deloitte
& Touche LLP."
(d) A new definition of Excluded Capital Expenditures shall be added
in alphabetical order, as follows:
"`Excluded Capital Expenditures' shall mean (a) Capital
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Expenditures in the following amounts for the quarters indicated:
Q4 97 Q1 98 Q2 98 Q3 98
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$376,000 $358,000 $110,000 $56,000
and (b) up to $400,000 in the aggregate for Capital Expenditures
for MIS upgrades and telemarketing costs during the fourth
quarter of fiscal 1998 and the first quarter of fiscal 1999."
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Section 2. Representations and Warranties; No Default. The U.S. Borrowers
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hereby confirm to the Bank the representations and warranties of the U.S.
Borrowers set forth in Article 5 of the U.S. Credit Agreement as amended as of
the date hereof, as if set forth herein in full (provided, however that
references therein to the 1996 Financial Statements shall be deemed to refer to
the 1997 Financial Statements). The U.K. Borrower hereby confirms to the Bank
the representations and warranties of the U.K. Borrower set forth in Article 5
of the U.K. Credit Agreement as amended as of the date hereof, as if set forth
herein in full. The Borrowers hereby certify that no Default exists under the
Credit Agreements. The Borrowers hereby further certify that SC Licensing is
not a party to any agreement other than the SC Licensing Transfer Documents.
Section 3. Miscellaneous. The Borrowers agree to pay on demand all the
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Bank's reasonable expenses in preparing, executing and delivering this Third
Amendment to Credit and Guaranty Agreement and Second Amendment to Credit
Agreement, and all related instruments and documents, including, without
limitation, the reasonable fees and out-of-pocket expenses of the Bank's special
counsel, Xxxxxxx, Procter & Xxxx LLP. This Third Amendment to Credit and
Guaranty Agreement and Second Amendment to Credit Agreement shall be a Bank
Agreement under each of the Credit Agreements and shall be governed by and
construed and enforced under the laws of The Commonwealth of Massachusetts
(except to the extent it effects any amendment of the U.K. Credit Agreement, as
to which English law shall apply).
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IN WITNESS WHEREOF, the U.S. Borrowers, the U.K. Borrower and the Bank have
caused this Third Amendment to Credit and Guaranty Agreement and Second
Amendment to Credit Agreement to be executed by their duly authorized officers
as of the date first set forth above.
SPECIALTY CATALOG CORP.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: CEO
SC CORPORATION d/b/a SC DIRECT
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: CEO
SC PUBLISHING, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: CEO
DAXBOURNE INTERNATIONAL LIMITED
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Director
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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