Exhibit 10.1
AMENDMENT NO. 6
TO REVOLVING CREDIT AGREEMENT
AMENDMENT NO. 6 (this "Amendment"), dated as of March 30, 2006, to the
REVOLVING CREDIT AGREEMENT, dated as of August 20, 2003, by and among HAIGHTS
CROSS OPERATING COMPANY (the "Borrower"), the several lenders from time to time
parties thereto (the "Lenders"), BEAR XXXXXXX CORPORATE LENDING, INC., as
Syndication Agent (in such capacity, the "Syndication Agent"), and THE BANK OF
NEW YORK ("BNY"), as administrative agent for the Lenders (in such capacity, the
"Administrative Agent") as amended by Amendment No. 1 and Waiver No. 1, dated as
of January 26, 2004, Amendment No. 2 and Waiver No. 2, dated as of April 14,
2004, Amendment No. 3 and Consent No. 3, dated as of December 1, 2004, Amendment
No. 4 and Waiver No. 3, dated as of March 31, 2005, and Amendment No. 5 and
Consent No. 4, dated as of March 31, 2005 (and, as further amended from time to
time, the "Credit Agreement").
RECITALS
I. Unless defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
II. The Borrower has requested that the Required Lenders agree to amend
Sections 7.1(a), (b), (c) and (d) of the Credit Agreement.
III. The Administrative Agent and the Required Lenders have agreed to the
Borrower's requests on the terms and subject to the conditions set forth in this
Amendment.
Accordingly, in consideration of the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. AMENDMENTS.
(a) Section 7.1(a) of the Credit Agreement is hereby amended by
deleting the text thereof and substituting therefor the following:
7.1. Financial Condition Covenants.
(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio at the end of any period set forth below to exceed the ratio set
forth below opposite such period:
Consolidated
Period Leverage Ratio
------ --------------
10/1/05 - 12/31/05 5.25x
1/1/06 - 3/31/06 5.25x
4/1/06 - 6/30/06 5.25x
7/1/06 - 9/30/06 5.25x
10/1/06 - 12/31/06 5.25x
1/1/07 - 3/31/07 5.25x
4/1/07 - 6/30/07 5.00x
7/1/07 - 9/30/07 5.00x
10/1/07 - 12/31/07 4.85x
1/1/08 - 3/31/08 4.85x
4/1/08 and thereafter 4.85x
(b) Section 7.1(b) of the Credit Agreement is hereby amended by
deleting the text thereof and substituting therefor the following:
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters
of the Borrower ending with the last day of any period set forth below to
be less than the ratio set forth below opposite such period:
Consolidated Interest
Period Coverage Ratio
------ ---------------------
10/1/05 - 12/31/05 1.75x
1/1/06 - 6/30/06 1.50x
7/1/06 - 9/30/06 1.50x
10/1/06 - 12/31/06 1.50x
1/1/07 - 3/31/07 1.75x
4/1/07 - 6/30/07 1.75x
7/1/07 - 9/30/07 1.75x
10/1/07 - 12/31/07 2.00x
1/1/08 - 3/31/08 2.00x
4/1/08 and thereafter 2.00x
(c) Section 7.1(c) of the Credit Agreement is hereby amended by
deleting the text thereof and substituting therefor the following:
(c) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower ending with the last day of any period set
forth below to be less than the ratio set forth below opposite such period:
2
Consolidated Fixed Charge
Period Coverage Ratio
------ -------------------------
1/1/06 - 3/31/06 0.75x
4/1/06 - 6/30/06 0.75x
7/1/06 - 9/30/06 0.75x
10/1/06 - 12/31/06 0.75x
1/1/07 - 3/31/07 0.80x
4/1/07 - 6/30/07 0.80x
7/1/07 - 9/30/07 0.85x
10/1/07 - 12/31/07 l.00x
1/1/08 - 3/31/08 l.00x
4/1/08 and thereafter 1.00x
(d) Section 7.1(d) of the Credit Agreement is hereby amended by
deleting the text thereof and substituting therefor the following:
(d) Consolidated Senior Secured Leverage Ratio. Permit the
Consolidated Senior Secured Leverage Ratio at the end of any period set
forth below to exceed the ratio set forth below opposite such period:
Consolidated Senior Secured
Period Leverage Ratio
------ ---------------------------
10/1/05 -12/31/05 2.20x
1/1/06 - 3/31/06 2.20x
4/1/06 - 6/30/06 2.20x
7/1/06 - 9/30/06 2.20x
10/1/06 - 12/31/06 2.20x
1/1/07 - 3/31/07 2.20x
4/1/07 - 6/30/07 2.20x
7/1/07 - 9/30/07 2.20x
10/1/07 - 12/31/07 2.00x
1/1/08 - 3/31/08 2.00x
4/1/08 and thereafter 2.00x
2. CONDITIONS TO EFFECTIVENESS.
This Amendment shall be effective as of March 30, 2006, provided that
the following conditions are satisfied on or before March 30, 2006:
(a) the Administrative Agent shall have received this Amendment
executed by a duly authorized signatories of the Borrower and each of the
Guarantors and by each of the Required Lenders;
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(b) the Administrative Agent shall have received an amendment fee for
the benefit of each Lender executing this Amendment equal to 0.10% of such
Lender's commitment; and
(c) the Administrative Agent shall have received such other documents
as the Administrative Agent may reasonably request and payment of any other fees
due to the Administrative Agent, including without limitation, the reasonable
fees and expenses of its counsel.
3. MISCELLANEOUS
(a) The Required Lenders hereby waive any default which exists or may
have occurred under the Credit Agreement due solely to the fact that the
financial statements of Holdings for the fiscal quarter ended September 30, 2005
may not have been prepared in accordance with GAAP solely to the extent of the
manner in which Holdings accounted in such financial statements for a deferred
tax liability in the amount of $13,500,000 arising from the Chelsea House Asset
Sale.
(b) The Borrower hereby:
(i) acknowledges and reaffirms its obligations under, and
confirms the validity and enforceability of, the Credit Agreement and the
other Loan Documents;
(ii) acknowledges that the waiver granted in Section 3(a) is
limited to the specific matter described in such Section and is not a
waiver of any other matter which may now exist or hereafter occur;
(iii) represents and warrants that, after giving effect to this
Amendment, there exists no Default or Event of Default and no Default or
Event of Default will result from the consummation of the transactions
described in this Amendment; and
(iv) represents and warrants that (1) the representations and
warranties contained in the Credit Agreement (other than the
representations and warranties made as of a specific date) are true and
correct in all material respects on and as of the date hereof and (2) the
matter described in Section 3(a) does not constitute a default or event of
default under any other credit agreements or indentures to which Holdings
or the Borrower is a party.
(c) Each of the Guarantors, by signing this Amendment, hereby:
(i) acknowledges and consents to the execution of this Amendment;
and
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(ii) acknowledges and reaffirms its obligations under, and
confirms the validity and enforceability of, the Guarantee and Collateral
Agreement and the other Loan Documents to which it is a party.
(d) This Amendment may be executed in any number of counterparts and
by facsimile, each of which shall be an original and all of which shall
constitute one agreement. It shall not be necessary in making proof of this
Amendment to produce or account for more than one counterpart signed by the
party to be charged.
(e) This Amendment is being delivered in and is intended to be
performed in the State of New York and shall be construed and enforceable in
accordance with, and be governed by, the internal laws of the State of New York
without regard to principles of conflict of laws.
(f) The Borrower agrees to pay the reasonable fees and expenses of the
Administrative Agent's counsel in connection with this Amendment and any other
fees due to the Administrative Agent.
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HAIGHTS CROSS AMENDMENT NO. 6
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER:
HAIGHTS CROSS OPERATING COMPANY
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
HAIGHTS CROSS AMENDMENT NO. 6
GUARANTORS:
HAIGHTS CROSS COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
SUNDANCE/NEWBRIDGE EDUCATIONAL
PUBLISHING, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
TRIUMPH LEARNING, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
RECQRDED XXXXX, XXX
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
OAKSTONE PUBLISHING, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
HAIGHTS CROSS AMENDMENT XX. 0
XXX, XXX x/x/x XXXXXXX XXXXX PUBLISHERS,
LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
THE CORIOLIS GROUP, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
X X XXXXX LIMITED
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
OPTIONS PUBLISHING, LLC
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
HAIGHTS CROSS AMENDMENT NO. 6
THE BANK OF NEW YORK,
as a Lender and as Administrative Agent
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
HAIGHTS CROSS AMENDMENT NO. 6
CIT LENDING SERVICES CORPORATION,
as a Leader
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: VP
HAIGHTS CROSS AMENDMENT NO. 6
BEAR XXXXXXX CORPORATE LENDING INC.,
as a Lender and as
Syndication Agent
BY: /s/ XXXXXX BULZACCHECLT
------------------------------------
Name: XXXXXX BULZACCHECLT
Title: VICE PRESIDENT
HAIGHTS CROSS AMENDMENT NO. 6
XXX XXXXXX
SENIOR INCOME TRUST
By: Xxx Xxxxxx Asset Management
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: Vice President
-------------------------
HAIGHTS CROSS AMENDMENT NO. 6
XXXXXX XXXXXXX PRIME
INCOME TRUST
By: /s/ Xxxxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
