Exhibit 10j
FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS AMENDMENT is entered into as of December 15, 1995, among THE RIVAL
COMPANY, a Delaware corporation (the "BORROWER"), NATIONSBANK OF TEXAS, N.A.,
BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION, BANK OF AMERICA ILLINOIS (FORMERLY
CONTINENTAL BANK N.A.), and other financial institutions from time to time that
may become parties to the Credit Agreement, defined below (collectively the
"BANKS" or individually a "BANK"), and NATIONSBANK OF TEXAS, N.A., a national
banking association as agent for the Banks hereunder (in such capacity, together
with any successor in such capacity, the "AGENT");
The Borrower, the Banks, and the Agent entered into a Credit Agreement
dated as of July 23, 1993, as amended May 2, 1994, January 20, 1995, and
September 15, 1995 (as further renewed, extended, amended, or supplemented, the
"CREDIT AGREEMENT"). The Company has requested certain amendments to the Credit
Agreement.
NOW, THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower, the Banks, and the Agent agree as follows:
1. DEFINITIONS. Unless otherwise specified herein, terms defined in the
Credit Agreement have the same meaning when used herein, and all references to
"Sections" are references to sections of the Credit Agreement.
2. DEFINITION OF "APPLICABLE MARGIN". The definition of "APPLICABLE
MARGIN" in the Credit Agreement is hereby amended in its entirety to read as
follows:
"APPLICABLE MARGIN" is determined by reference to the following table:
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APPLICABLE APPLICABLE STANDBY
LEVEL LEVERAGE RATIO MARGIN FOR MARGIN FOR LETTER OF
ADJUSTED LIBOR CD LOANS CREDIT FEES
LOANS
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I Less than .40 to 1.0 .45% .575% .45%
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II Less than or equal .50% .625% .50%
to .50 to 1.0 but
greater than or
equal to .40 to 1.0
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III Greater than .50 to .75% .875% .75%
1.0
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(a) From December 15, 1995 through December 30, 1995, the Applicable
Margin shall be at Level II.
(b) Effective as of December 31, 1995, the Applicable Margin shall be
adjusted upwards to Level III (based upon the Leverage Ratio determined
from the Borrower's unaudited pro forma Consolidated projected December 31,
1995 balance sheet delivered to the Banks and attached as Annex 1 to the
Fourth Amendment to Credit Agreement dated as of December 15, 1995).
(c) Thereafter, the Applicable Margin shall be subject to adjustment
annually (upwards or downwards, as appropriate) based upon the Leverage
Ratio determined from the Borrower's most recent audited annual
Consolidated financial statements (commencing with the June 30, 1996 fiscal
year end) delivered to the Banks pursuant to SECTION 4.1.1 hereof. The
adjustment (upwards or downwards, as appropriate), if any, to the
Applicable Margin shall be effective on the tenth (10th) Banking Day after
the Agent receives such audited annual Consolidated financial statements.
In the event the Agent has not received the required Consolidated financial
statements pursuant to SECTION 4.1.1 hereof within the time period provided
therein, the maximum Leverage Ratio set forth in the foregoing table shall
be conclusively presumed to be correct until the tenth (10th) Banking Day
after the Agent receives such required Consolidated financial statements,
at which time the Adjusted Margin shall be adjusted based upon the Leverage
Ratio determined from such Consolidated financial statements.
(d) In no event shall the Applicable Margin be adjusted downward if
there exists a Default or Potential Default on the date on which such
downward adjustment would otherwise become effective until such time as the
Default or Potential Default has been cured, waived or ceases to exist. The
provisions set forth in this definition are not intended to and shall not
be construed as authorizing any violation by the Borrower of SECTION 4.1.4
hereof or a waiver of SECTION 4.1.4 hereof or any commitment by the Banks
to waive any violation by the Borrower of SECTION 4.1.4 hereof.
3. COMMITMENTS. Effective December 15, 1995, SCHEDULE 1.1 to the Credit
Agreement is amended in its entirety to be in the form of SCHEDULE 1.1 attached
hereto.
4. PAYMENTS OF PRINCIPAL AND INTEREST. Effective December 15, 1995,
SECTION 2.2.3 of the Credit Agreement is amended in its entirety to read as
follows:
2.2.3 Payments of Principal and Interest. Interest only on the
outstanding Advances of the Loans from time to time which bear interest at
the Base Rate shall be due and payable in arrears on the first (1st) day of
each calendar quarter throughout the term of the Commitment Period.
Interest on each Permissible Increment of Advances outstanding which are
subject to an Optional Rate, shall be due and payable in arrears on the
last day of the LIBOR Interest Period or CD Rate Interest Period to which
that Permissible Increment is subject, provided that, with respect to each
Permissible Increment of Advances which is subject to an Optional Rate with
an Interest Period of 120 days or more, interest on such Permissible
Increment of Advances shall also be due and payable in arrears on the first
(1st) day of each calendar quarter throughout the term
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of the Commitment Period. During each fiscal year, the Borrower shall make
principal payments in an amount sufficient that the outstanding principal
balance of Advances under the Loans shall not exceed (i) Ten Million
Dollars ($10,000,000) for fiscal years other than 1996, and (ii)
$45,000,000 for fiscal year 1996, for a 45 consecutive day period chosen by
the Borrower and notified to the Banks in the Compliance Certificate next
following the last day of such period. Unless the Loans are sooner paid or
extended by the Banks in their sole discretion, the entire principal
balance of the Loans, together with all accrued and unpaid interest
thereon, and all fees and charges payable in connection therewith, shall be
due and payable on the last day of the Commitment Period. On December 15,
1996, or, if the acquisition of described in Section 2.2.6 hereof shall not
have been consummated on or before January 31, 1996, then on February 1,
1996, the Borrower shall make a principal payment in an amount sufficient
that the outstanding principal balance of Advances under the Loans shall
not exceed Fifty Million Dollars ($50,000,000).
5. USE OF PROCEEDS. SECTION 2.2.6 of the Credit Agreement is hereby
amended in its entirety to read as follows:
2.2.6 Use of Proceeds. The proceeds of Advances of Loans shall be used
for general corporate purposes and to acquire 100 percent of the issued and
outstanding stock of Fasco Consumer Products, Inc.
6. CONDITIONS. This Fourth Amendment shall become effective when the
Agent receives the following:
(a) a new Note for each Bank in the amount of its Commitment; and
(b) a certified copy of resolutions of the Board of Directors of the
Borrower authorizing the execution and delivery of this Fourth Amendment
and the Notes, and designating by name and title the officer or officers of
the Borrower authorized to execute and deliver the same.
7. RATIFICATIONS. Except as herein specifically amended and modified, (a)
the Credit Agreement is unchanged and continues in full force and effect, and
(b) the Borrower hereby confirms and ratifies the Credit Agreement's existence
and each and every term, condition, and covenant therein contained, to the same
extent and as though the same were set out herein in full.
8. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Banks, and the Agent that (a) this amendment has been duly
executed and delivered by the Borrower, (b) no action of, or filing with, any
Governmental Authority is required to authorize, or is otherwise required in
connection with, the execution, delivery, and performance by the Borrower of
this amendment, (c) this amendment is valid and binding upon the Borrower and
is enforceable against the Borrower in accordance with its respective terms,
except as
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limited by the Bankruptcy Code of the United States of America and all other
similar laws affecting the rights of creditors generally, (d) the execution,
delivery and performance by the Borrower of this amendment do not require the
consent of any other Person and do not and will not constitute a violation of
any laws, agreement, or understanding to which the Borrower is a party or by
which the Borrower is bound, (e) as of the date of this amendment, no Default or
Potential Default has occurred and is continuing.
9. REFERENCES. All references in the Loan Documents to the Credit
Agreement shall refer to the Credit Agreement as amended by this amendment, and,
because this amendment is a "LOAN DOCUMENT" referred to in the Credit Agreement,
then the provisions relating to Loan Documents set forth in the Credit Agreement
are incorporated herein by reference, the same as if set forth herein verbatim.
10. COUNTERPARTS. This amendment may be executed in a number of identical
counterparts, each of which shall be deemed an original. In making proof of
this instrument, it shall not be necessary for any party to account for all
counterparts, and it shall be sufficient for any party to produce but one such
counterpart.
11. PARTIES BOUND. This amendment shall be binding upon and shall inure
to the benefit of the Borrower, Agent, and each Bank, and, subject to SECTION
8.3, their respective successors and assigns.
12. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AS AMENDED HEREBY, AND
THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL CREDIT AGREEMENT BETWEEN THE
PARTIES FOR THE TRANSACTIONS THEREIN, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]
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EXECUTED as of the date and year first stated above.
THE RIVAL COMPANY, a Delaware corporation
By:
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Its:
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NATIONSBANK OF TEXAS, N.A., as Agent
and a Bank
By:
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Its:
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BANK ONE, INDIANAPOLIS, NATIONAL
ASSOCIATION, a Bank
By:
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Its:
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BANK OF AMERICA ILLINOIS (formerly
CONTINENTAL BANK N.A.), a Bank
By:
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Its:
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SCHEDULE 1.1
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BANKS AND COMMITMENTS
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COMMITMENT COMMITMENT
BANK AND ADDRESS THROUGH AFTER
DECEMBER 15, DECEMBER 15,
1996/1/ 1996
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NationsBank of Texas, N.A. 33,000,000 $22,000,000
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Telecopy No. (000) 000-0000
Attn: Xxxxx X. Xxxxxxxxxx
Senior Vice President
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Bank One, Indianapolis, National 21,000,000 14,000,000
Association
Bank One Center-Tower
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxxxx, Xxxxxxx 00000-0000
Telecopy No. (000) 000-0000
Attn: Xxxxx Xxxxxxx Xxxxxx
Relationship Manager
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Bank of America Illinois (formerly 21,000,000 14,000,000
Continental Bank N.A.)
000 Xxxxx Xx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Telecopy No. (000) 000-0000
Attn: R. Xxx Xxxxxxxxx
Vice President
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TOTAL $75,000,000 $50,000,000
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/1/ Provided that, if the acquisition described in Section 2.2.6 hereof shall
not have been consummated on or before January 31, 1996, on February 1,
1996, each Bank's Commitment shall reduce to its Pro Rata Share of
$50,000,000.
