EXHIBIT 10dd
AMENDMENT NO. 2 TO AND WAIVER OF AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
AMENDMENT NO. 2 AND WAIVER dated as of April 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. Facility Amount. The "Background" section of the Credit Agreement
shall be amended to reduce the amount of the Facility from $30 million to $25
million and to eliminate any reference to a possible increase in the Facility to
$35 million.
2. Definitions. Section 1.1 shall be amended as follows:
(a) "Applicable Margin" shall be amended in full as follows:
"Applicable Margin" means, in accordance with the table and text below:
Applicable Margin:
If the ratio of Funded LIBOR Loans and Base
Debt to EBITDA is: Letter of Credit Fees: Rate Loans
----------------- --------------------- ----------
higher than 2.50:1 (it being 2.75% 0.75%
acknowledged that the maximum
permitted ratio of Funded Debt to
EBITDA may never exceed
the amount permitted under
Section 6.25)
2.50:1 or lower, but higher than 2.25:1 2.25% 0.25%
2.25:1 or lower 2.00% 0.00%
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
23
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 2.50:1, 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.
(b) The definition of "Maturity Date" shall be amended to read in full as
follows:
"Maturity Date" means, unless the Loans are earlier
accelerated pursuant to Section 7.2., the date which is the
fourth (4th) anniversary of the Closing Date.
(c) "Revolving Credit Commitment" shall be amended to read in full as follows:
"Revolving Credit Commitment" means $25,000,000, as such
amount may be reduced pursuant to Section 2.1(D) hereof.
3. Revolving Credit Commitment. Section 2.1 shall be amended
to delete Section 2.1(B) and subsection (B) shall be intentionally
blank.
4. Loans, Investment and Contingent Liabilities. Section
6.13(B)(4) shall be deleted.
5. Restriction on Acquisitions; Mergers; Corporate Structure.
Section 6.16(A)(iii) and Section 6.16(B) shall be deleted.
6. Minimum Net Worth. Section 6.24 shall be amended to read in
full as follows:
SECTION 6.24 Minimum Net Worth. MTI will maintain at the end
of each fiscal quarter, commencing the fiscal quarter ending
June 30, 2001, consolidated Net Worth in an amount not less
than $28,000,000 plus 50% of MTI's cumulative consolidated net
income for the fiscal year ending December 31, 2001 and each
fiscal year thereafter. For purposes of determining the
required minimum as aforesaid (a) cumulative consolidated net
income shall include consolidated net income for entire fiscal
years only and shall be determined by reference to the
financial statements delivered under Section 6.1, and (b) a
consolidated net loss during any period shall be deemed to be
consolidated net income in the amount of zero.
7. Senior Funded Debt to EBITDA Ratio. Section 6.25 shall be
deleted.
8. Funded Debt to EBITDA Ratio. Sections 6.26 and 6.27 shall
be renumbered and shall be referred to as Sections 6.25 and 6.26,
respectively, and Section 6.25 shall read in full as follows:
SECTION 6.25 Funded Debt to EBITDA Ratio. The Borrowers will
not permit the ratio of Funded Debt, determined as of the last
day of each period of four consecutive fiscal quarters of MTI,
to EBITDA for such period, to be greater than: 3.25:1.00 at
June 30, 2001 and at September 30, 2001: 3.00:1.00 at December
31, 2001; and 2.75:1.00 thereafter.
9. Waivers. The Agent and the Banks hereby waive compliance by
the Borrowers with Section 6.24 Minimum Net Worth and Section 6.25 (as
renumbered above Funded Debt to EBITDA ratio for the fiscal quarters
ending December 31, 2000 and March 31, 2001.
24
10. Representations and Covenants. The Borrowers hereby
represent, warrant and certify that, assuming the effectiveness of
Paragraph 9 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.
11. 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.
12. 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, waiver 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.
13. Effectiveness. This Amendment and Waiver shall be
effective when (a) the Agent has received a Ten Thousand Dollar
($10,000) amendment fee and (b) the parties have each received a fully
executed copy of this Amendment and Waiver.
14. Excluded Charges. For the purposes of determining compliance
with the covenants set forth in Sections 6.25 and 6.26 (as renumbered
above) of the Agreement (but not for the purposes of the definition of
"Applicable Margin") for the fiscal quarters ending on December 31, 2000,
March 31, 2001, June 30, 2001 and September 30, 2001 (but not
thereafter), EBITDA shall be calculated without taking into account an
aggregate of One Million Dollars ($1,000,000) (but no more) of charges
recorded in the fiscal quarter ended December 31, 2000.
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.
25
MARLTON TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Chief Executive Officer
SPARKS EXHIBITS HOLDING CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS, LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
SPARKS EXHIBITS & ENVIRONMENTS, INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
SPARKS SCENIC LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
SPARKS PRODUCTIONS LTD.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
DMS STORE FIXTURES LLC
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
FIRST UNION NATIONAL BANK, as Bank and as
Agent
By: /s/ Xxxxx Xxxx
-----------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
26
