EXHIBIT 10.140
NINTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the
"Ninth Amendment") dated as of December 30,1996, by and among CATALINA LIGHTING,
INC., a Florida corporation (the "Borrower"), the corporations listed on ANNEX
I thereto (the "Guarantors"), the Banks signatories to the Credit Agreement (as
hereinafter defined) (the "Banks") and SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, a national banking association, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent have
entered into that certain Third Amended and Restated Credit Agreement dated as
of May 12, 1994, as amended by that certain First Amendment to Third Amended
and Restated Credit Agreement, Second Amended and Restated Security Agreement,
Third Amended and Restated Stock and Notes Pledge, Third Amended and Restated
Agreement Regarding Factoring Proceeds, Consent and Waiver dated as of August
12, 1994, as further amended by that Second Amendment to Third Amended and
Restated Credit Agreement and Third Amended and Restated Stock and Notes Pledge,
dated as of February 23, 1995, as further amended by that Third Amendment to
Third Amended and Restated Credit Agreement and Consent, dated as of May 1,
1995, as further amended by that Fourth Amendment to the Third Amended and
Restated Credit Agreement, dated as of June 30, 1995, as further amended by
that Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of
December 4, 1995, as further amended by that Sixth Amendment to Third Amended
and Restated Credit Agreement, Second Amendment to Second Amended and Restated
Security Agreement and Second Amendment to Third Amended and Restated Stock
Notes Pledge; dated as of December 28, 1995, as further amended by that Seventh
Amendment to Third Amended and Restated Credit Agreement, dated as of March 18,
1996, and as further amended by that Eighth Amendment to Third Amended and
Restated Credit Agreement, Third Amendment to Second Amended and Restated
Security Agreement, and Fourth Amendment to Third Amended and Restated Stock
and Notes Pledge, dated as of October 4, 1996 (as so amended, the "Credit
Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended to revise the Interest Coverage Ratio.
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 CREDIT AGREEMENT. Section 5.14 of the Credit Agreement is
hereby deleted, and in lieu thereof, there is substituted the following:
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 than 1.25:1
for the immediately preceding four (4) calendar quarterly period 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 Ninth 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 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 Credit Agreement as
amended hereby, and all other Loan Documents shall remain in full force and
effect in this Ninth Amendment to Credit Agreement shall not be deemed a
novation. Each and every reference to the Credit Agreement and any other Loan
Documents shall be deemed to refer to the Credit Agreement as amended by the
Ninth Amendment. The Borrower and the Guarantors hereby acknowledge and
represent that the Loan 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.
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5. GOVERNING LAW. THIS NINTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE BY
THE BANKS 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 Ninth Amendment as of
the day and year first above written.
BORROWER:
CATALINA LIGHTING, INC.
By: /s/ XXXXXX X. XXXXX
-----------------------------------
Xxxxxx X. Xxxxx
Vice President, Secretary,
Treasurer
(CORPORATE SEAL)
GUARANTORS:
EACH OF THE CORPORATIONS LISTED
OF ANNEX I HERETO
CATALINA INDUSTRIES, INC., D/B/A XXXX
Lighting
By: /s/ XXXXXX X. XXXXX
-----------------------------------
Xxxxxx X. Xxxxx
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
Secretary, Treasurer
CATALINA MERCHANDISING, INC.
By: /s/ XXXXXX X. XXXXX
------------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
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