EXHIBIT 10bb
AMENDMENT NO. 1 TO AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
AMENDMENT NO. 1 dated as of February 16, 2001, by and among MARLTON
TECHNOLOGIES, INC., a New Jersey corporation ("Marlton"), and certain
subsidiaries executing this Amendment as Borrowers (together with Marlton,
collectively, the "Borrowers") and FIRST UNION NATIONAL BANK, a national banking
association, as Bank (the "Bank") and as Agent (the "Agent").
WHEREAS, the Borrowers, the Agent and the Banks entered into a certain
Amended and Restated Revolving Credit and Security Agreement dated as of
January 21, 2000 (as amended on the date hereof and hereafter, the "Credit
Agreement"); capitalized terms not otherwise defined herein having the meanings
set forth in the Credit Agreement; and
WHEREAS, the parties wish to amend certain provisions of the Credit
Agreement;
NOW THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto, intending to be legally bound, hereby agree as
follows, effective on the date first above written.
1. Excluded Reserves. For purposes of determining compliance with the
covenants set forth hi Section 6.25, 6.26 and 6.27 of the Agreement and for
purposes of the definition of "Applicable Margin," for the fiscal quarters
ending on September 30, 2000, December 31, 2000, March 31, 2001 and June 30,
2001 (but not thereafter), EBITDA shall be calculated without taking into
account an aggregate of Two Million Dollars ($2,000,000) (but no more) recorded
as accounts receivable and inventory reserves (the "Excluded Reserves") as of
the fiscal quarter ended September 30, 2000; provided that, to the extent there
is a decrease in or reversal of the Excluded Reserves, the resulting income
shall not be taken into account for the above-referenced purposes.
2. "Applicable Margin." The definition of "Applicable Margin" shall
be amended to read in full as follows:
"Applicable Margin" means, in accordance with the table and text
below:
Applicable Margin:
LIBOR Loans Base
If the ratio of Senior Funded Debt to and Letter of Rate
EBITDA is: Credit Fees: Loans:
------------------------------------- -----------------------
Higher than 3.00:1 (it being 2.75% 0.50%
acknowledged that the maximum
permitted ratio of Senior Funded Debt
to EBITDA may never exceed the
amount permitted under Section 6.25)
3.00:1 or lower, but higher than 2.50:1 2.00% 0.00%
2.50:1 or lower, but higher than 2.00:1 1.75% -0.25%
Less than or equal to 2.00:1 1.25% -0.25%
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The calculation of the Applicable Margin pursuant to the above
tables shall be made quarterly, based upon the Interim
Financial Statements or Financial Statements, as applicable,
of MTI and its Subsidiaries as at the last day of each such
fiscal quarter and for the fiscal period then ended. In the
event that the Applicable Margin changes, such change shall
become effective for Eurodollar Loans then existing or
thereafter made, as of the first day of the fiscal quarter
immediately following the date on which such financial
statements are delivered to the Agent. In the event that such
financial statements are not delivered to the Agent on or
before the date required under this Agreement, the Applicable
Margin shall be calculated as if the Funded Debt to EBITDA is
greater than 3.00:1, effective upon the last day of the fiscal
quarter to which such financial statements relate, and until
such financial statements are delivered showing that the
Borrowers are entitled to a lower rate hereunder.
3. Senior Funded Debt to EBITDA Ratio. Section 6.25 shall be amended to
read in full as follows:
The Borrowers will not permit the ratio of Senior Funded Debt,
determined as of the last day (a "Measurement Date") of each
period of four consecutive fiscal quarters of MTI, to EBITDA
for such period to be greater than (a) 3.50:1.00 for each such
period ending on or prior to September 30, 2001, and (b)
thereafter, 3.25:1.0.
4. Representations and Covenants. The Borrowers hereby represent,
warrant and certify that, assuming the effectiveness of Paragraph 1 of this
Amendment: (a) all representations and warranties contained in the Credit
Agreement, including without limitation the schedules thereto (updated as
attached hereto), are true, correct and complete on and as of the date hereof,
(b) all covenants and agreements made in the Credit Agreement have been
complied with and fulfilled, (c) no Default or Event of Default is in existence
on the date hereof, and (d) this Amendment has been duly authorized, executed
and delivered by each Borrower and is the legal, valid and binding obligation
of each of the Borrowers, enforceable in accordance with its terms.
5. Ratification. Other than as specifically set forth herein, the
Borrowers hereby ratify and confirm the Credit Agreement and all instruments and
agreements relating thereto, and confirm that (a) all of the foregoing remain in
full force and effect, (b) each of the foregoing is enforceable against the
Borrowers in accordance with its terms, and (c) Borrowers have no defenses to
its obligations or claims relative to the Credit Agreement.
6. Miscellaneous. Article IX of the Credit Agreement is incorporated
herein by reference and shall apply to this Amendment. Execution of this
Amendment shall not constitute an agreement by the Agent or any Bank to execute
any other amendment or modification of the Credit Agreement. References to the
Credit Agreement in any document relating thereto shall be deemed to include
this Amendment. This Amendment may be executed in counterparts.
7. Effectiveness. This Amendment shall be effective when (a) the
Agent has received a Fifty Thousand Dollar ($50,000) amendment fee and (b) the
parties have each received a fully executed copy of this Amendment.
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IN WITNESS WHEREOF, Borrowers, the Agent and the Banks have caused this
Amendment to be duly executed and delivered as of the date and year first above
written.
MARLTON TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
SPARKS EXHIBITS HOLDING CORPORATION
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS CORP.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS, LTD.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS,
INCORPORATED
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
SPARK SCENIC LTD.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
DMS STORE FIXTURES LLC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
FIRST UNION NATIONAL BANK,
as Bank and as Agent
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Vice President
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Update to Schedules
ss. 5.4 MTI has provided to the Bank its Form 10-K for the period ended
December 31, 1999, and its Form 10-Qs for the fiscal quarters ended March
31, June 30, and September 30, 2000.
ss. 5.16 GE Capital Corporation capital lease for up to $ $725,000 incurred
pursuant to Section 6.4 of the Agreement.
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