EXHIBIT 10.141
FOURTH AMENDMENT TO
LETTER OR CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (the "Fourth
Amendment") dated as of December 30, 1996, by and among CATALINA INDUSTRIES,
INC. D/B/A XXXX LIGHTING, a Florida corporation (the "Company"), the
corporations designated as guarantors (collectively, the "Guarantors") and
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION F/K/A SUN BANK, NATIONAL
ASSOCIATION, a national banking association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Company, Guarantors and the Bank have entered into that
certain Letter of Credit Agreement dated as of May 1, 1995, as amended by that
certian First Amendment to Letter of Credit Agreement dated as of June 30, 1995,
as further amended by that certain Second Amendment to Letter of Credit
Agreement and First Amendment to Security Agreement dated as of December 28,
1995 and as further amended by that certain Third Amendment to amended, the
"Letter of Credit Agreement dated as of March 27, 1996 (as amended, the "Letter
of Credit Agreement"); and
WHEREAS, the Company and the Guarantors have requested that the Letter
of Credit Agreement be amended to revise a certain financial covenant contained
in Annex VI attached to said Letter of Credit Agreement and incorporated therein
by reference; and
WHEREAS, the Bank has agreed to amend the Letter of Credit Agreement to
provide for the foregoing, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO LETTER OF CREDIT AGREEMENT. Section 5.14, contained in Annex VI
attached to the Letter of Credit Agreement, is hereby deleted and, in lieu
thereof, there is substituted therefor the following new Section 5.14:
"Section 5.14. INTEREST COVERAGE RATIO. Permit the ratio of (a)
the sum of (i) Consolidated Pre-tax Income PLUS (ii) Consolidated
Interest Charges to (b) Consolidated Interest Charges, to be less than
1.0:1 for the one (1) calendar quarterly period ending December 31,
1995; less than 0.60:1 for the immediately preceding two (2) calendar
quarterly periods ending
March 31, 1996; less than 1.25:1 for the immediately preceding three
(3) calendar quarterly periods ending June 30, 1996; less than 1.75:1 for the
immediately preceding four (4) calendar quarterly period ending September 30,
1996; less that 1.25:1 for the immediately preceding four (4) calendar
quarterly periods ending December 31, 1996; less than 1.25:1 for the immediately
preceding four (4) calendar quarterly periods ending March 31, 1997; less than
1.50:1 for the immediately preceding four (4) calendar quarterly periods ending
June 30, 1997; and less than 2.00:1 for the immediately preceding four (4)
calendar quarterly periods ending September 30, 1997, and for said immediately
preceding four (4) calendar quarterly periods ending on the last day of each
calendar quarter thereafter."
2. COUNTERPARTS. The Fourth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.
3. CAPITALIZED TERMS. All capitalized terms contained herein shall have the
meanings assigned to them in the Letter of Credit Agreement unless the context
herein otherwise dictates or unless different meanings are specifically assigned
to such terms herein.
4. RATIFICATION OF LOAN DOCUMENTS; MISCELLANEOUS. The Letter of Credit Agreement
as amended hereby shall remain in full force and effect and this Fourth
Amendment to Letter of Credit Agreement shall not be deemed a novation. Each and
every reference to the Letter of Credit Agreement and any other Operative
Documents shall be deemed to refer to the Letter of Credit Agreement as amended
by the Fourth Amendment. The Company and the Guarantors hereby acknowledge and
represent that the Operative Documents, as amended, are, as of the date hereof,
valid and enforceable in accordance with their respective terms and are not
subject to any defenses, counterclaims or right of set-offs whatsoever.
5. GOVERNING LAW. THIS FOURTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE BY
THE BANK IN FLORIDA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment
as of the day and year first above written.
COMPANY:
CATALINA INDUSTRIES, INC. d/b/a Xxxx
Lighting
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
(CORPORATE SEAL)
GUARANTORS:
CATALINA LIGHTING, INC.
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Vice President,
Secretary/Treasurer
CATALINA REAL ESTATE TRUST, INC.
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
ANGEL STATION, INC,
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
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MERIDIAN LAMPS, INC.
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
MERIDIAN LAMPS DEVELOPMENT, INC.
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Secretary/Treasurer
CATALINA ADMINISTRATIVE CORPORATION
By: /s/ XXXXXX X. XXXXX
-----------------------------
Xxxxxx X. Xxxxx
Assistant Secretary
BANK:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION f/k/a Sun Bank,
National Association
By: /s/ XXX X. XXXXXX
--------------------------------
Name: XXX X. XXXXXX
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Title: FIRST VICE PRESIDENT
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