EXHIBIT 10.50
Confidential Treatment Requested.
Confidential portions of this document have been redacted and filed
separately with the Commission.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Amendment is made to that certain Loan and Security Agreement
("Agreement") entered into as of the 31st day of January 2000 by and between
Deutsche Financial Services Corporation ("DFS") and XXXXXX BOATS & MOTORS, INC.
a Texas corporation; TBC Arkansas, Inc. an Arkansas corporation; Xxxxxx Boating
Center Arlington, Inc. a Texas corporation; Xxxxxx Boating Center Beaumont, Inc.
a Texas corporation; Xxxxxx Boating Center Oklahoma, Inc. a Texas corporation;
Xxxxxx Boating Center Tennessee, Inc. a Texas corporation; Xxxxxx Xxxxxxx
Marine, Inc. a Texas corporation; Falcon Marine, Inc. a Texas corporation;
Falcon Marine Abilene, Inc. a Texas corporation; Xxxxxx Boating Center Alabama,
Inc. a Texas corporation; Xxxxxx Boating Center Louisiana, Inc. a Louisiana
corporation; Xxxxxx Boats & Motors Baton Rouge, Inc. a Louisiana corporation;
and Xxxxxx Boating Center Mississippi, Inc. a Texas corporation; Xxxxxx Boating
Center Little Rock, Inc., an Arkansas corporation; Red River Marine Arkansas,
Inc., an Arkansas corporation; Shelby Marine Center, Inc., a Tennessee
corporation; and Shelby Marine Pickwick, LLC, a Tennessee limited liability
corporation (individually, collectively, jointly and severally "Borrower").
WHEREAS, Borrower failed to meet the Minimum Current Ratio set forth in
the Agreement for the quarter ended September 30, 2000, and Borrower has
recently notified DFS that Borrower will be in violation of the Minimum Current
Ratio for at least the quarter ending December 31, 2000; and
WHEREAS, Borrower has requested that DFS waive these covenant
requirements and forbear from accelerating its indebtedness under the Agreement;
and
WHEREAS, provided that no further event of default occurs and Borrower
agrees and complies with all of the terms described herein, DFS has agreed to
waive these covenant requirements as of September 30, 2000 and forbear from
exercising its remedies under the Agreement in order to give Borrower additional
time to comply with the terms as described herein.
NOW, THEREFORE, in consideration of DFS granting Borrower an extension
of time within which to comply with the following terms, and in consideration of
DFS' waiver of such covenant requirements and DFS' forbearance in exercising its
remedies, and other consideration, the receipt and sufficiency of which is
hereby acknowledged, Borrower and the entities listed below as guarantors agree
to the following terms:
1) Section 2.5.2 of the Agreement is hereby deleted in its entirety and
is restated as follows: 2.5.2 Interest - Revolving Credit Loans. Borrower will
pay interest to DFS on the Daily Contract Balance (as defined below) monthly in
arrears beginning on January 5, 2001 until all Revolving Credit Loans are paid
in full in good funds. All Revolving Credit Loans shall be calculated on the
Average Daily Balance of Revolving Credit Loans at * per annum."
2) Section 2.11.1 of the Agreement is hereby deleted in its entirety
and is restated as follows:
"2.11.1 Weekly Reports. Borrower agrees to provide
to DFS by Noon Eastern Time on Monday of every week a Borrowing Base certificate
as of not later than the end of business on the previous Friday."
3) Section 2.13 of the Agreement is hereby deleted in its entirety and
is restated as follows:
"2.13 Intentionally deleted."
4) Section 4.1.2 of the Agreement is hereby deleted in its entirety
and is restated as follows:
"4.1.2 Intentionally deleted."
_______________________
*Indicates Confidential Treatment Requested. The redacted material has been
filed separately with the Commission.
Confidential Treatment Requested.
Confidential portions of this document have been redacted and filed
separately with the Commission.
5) The Agreement is modified to incorporate a new Section 8.1.10(g),
as follows:
"(g) Borrower will provide to DFS on or before
January 31, 2001 audited fiscal year end (as of September 30, 2000) financial
statements and such actual statements will not be materially different from the
draft fiscal year end financial statements previously provided by Borrower to
DFS."
6) The Agreement is modified to incorporate a new Section 8.1.10(h),
as follows:
"(h) Borrower will provide to DFS financial state-
ments as of December 31, 2000 no later than January 31, 2001 and such actual
statements will not be materially different from the projected results
previously provided by Borrower to DFS." 7) Section 9.1.2 of the Agreement is
hereby deleted in its entirety and is restated as follows:
"9.1.2 Minimum Current Ratio. Borrower covenants
that it will maintain a ratio of Current Tangible Assets to current liabilities,
(a) as of the last day of each of the fiscal quarters ending on March 31, 2001
and June 30, 2001 of not less than One and One-tenth to One (1.1:1.0), and (b)
as of the last day of each of the fiscal quarters ending on or after September
30, 2001 of not less than One and Two-tenths to One (1.2:1.0)."
8) The Agreement is modified to incorporate a new Section 9.1.4, as
follows:
"9.1.4 Interest Coverage Ratio. Borrower covenants
that it will maintain an Interest Coverage Ratio of not less than the following,
all as measured at the end of each fiscal quarter of it, as calculated for the
12 month period ending at the end of such fiscal quarter: (i) 1.0 to 1.0 as of
March 31, 2001; (ii) 1.15 to 1.0 as of June 30, 2001; and (iii) 1.6 to 1.0 as of
September 30, 2001 and at all times thereafter." 9) The Agreement is modified to
incorporate a new Section 9.1.5, as follows:
"9.1.5 Fixed Charge Coverage Ratio. Borrower cove-
nants and agrees to maintain a Fixed Charge Coverage Ratio of not less than the
following, all as measured at the end of each fiscal quarter of it, as
calculated for the 12 month period ending at the end of such fiscal quarter: (i)
1.20 to 1.0 as of March 31, 2001; (ii) 1.35 to 1.0 as of June 30, 2001; and
(iii) 1.50 to 1.0 as of September 30, 2001 and at all times thereafter."
All other terms as they appear in the Agreement, to the extent consistent with
the foregoing, are ratified and remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Borrower and DFS have executed this First Amendment to Loan
and Security Agreement on this day of January, 2001.
ATTEST: XXXXXX BOATS & MOTORS, INC.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: TBC Arkansas, Inc.
An Arkansas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
Confidential Treatment Requested.
Confidential portions of this document have been redacted and filed
separately with the Commission.
ATTEST: Xxxxxx Boating Center Arlington, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boating Center Beaumont, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boating Center Oklahoma, Inc.
A Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boating Center Tennessee, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Xxxxxxx Marine, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
Confidential Treatment Requested.
Confidential portions of this document have been redacted and filed
separately with the Commission.
ATTEST: Falcon Marine, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Falcon Marine Abilene, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boating Center of Alabama, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boating Center Louisiana, Inc.
a Louisiana corporation
_________________________ By:_______________________
Assistant Secretary Print Name:
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boats & Motors Baton Rouge, Inc.
a Louisiana corporation
_________________________ By:_______________________
Assistant Secretary Print Name: Xxxxxxx X. Xxxxxxx
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Xxxxxx Boating Center Mississippi, Inc.
a Texas corporation
_________________________ By:_______________________
Assistant Secretary Print Name:
Print Name:_______________ Title: CFO, Secretary & Treasurer
Confidential Treatment Requested.
Confidential portions of this document have been redacted and filed
separately with the Commission.
ATTEST: Xxxxxx Boating Center Little Rock, Inc.
An Arkansas corporation
_________________________ By:_______________________
Assistant Secretary Print Name:
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Red River Marine Arkansas, Inc.
An Arkansas corporation
_________________________ By:_______________________
Assistant Secretary Print Name:
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Shelby Marine Center, Inc.
a Tennessee corporation
_________________________ By:_______________________
Assistant Secretary Print Name:
Print Name:_______________ Title: CFO, Secretary & Treasurer
ATTEST: Shelby Marine Pickwick, LLC
a Tennessee limited liability company
_________________________ By: Xxxxxx Boating Center Tennessee, Inc.
By:_______________________
Assistant Secretary Print Name:
Print Name:_______________ Title: CFO, Secretary & Treasurer
DEUTSCHE FINANCIAL SERVICES CORPORATION
By:__________________________________________________________
Title:_________________________________
