EXHIBIT 10.16(k)
WAIVER, CONSENT AND AMENDMENT NO. 5 TO THE LOAN AGREEMENT
WAIVER, CONSENT AND AMENDMENT NO. 5 TO THE LOAN AGREEMENT dated as of
March 29, 2002 (this "AGREEMENT") among RECOTON CORPORATION, a New York
corporation ("RECOTON"), INTERACT ACCESSORIES, INC., a Delaware corporation
("INTERACT"), RECOTON AUDIO CORPORATION, a Delaware corporation ("AUDIO"), AAMP
OF FLORIDA, INC., a Florida corporation ("AAMP"), RECOTON HOME AUDIO, INC., a
California corporation ("RHAI"), RECOTON ACCESSORIES, INC., a Delaware
corporation ("RECOTON ACCESSORIES") and RECOTON MOBILE ELECTRONICS, INC., a
Delaware corporation ("MOBILE ELECTRONICS" and together with Recoton, InterAct,
Audio, AAMP, RHAI and Recoton Accessories collectively, the "BORROWERS"), the
Guarantors, the Lenders, XXXXXX FINANCIAL, INC., a Delaware corporation, for
itself as a Lender and as Administrative Agent and as Senior Agent and GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation for itself as a Lender and
as Collateral Agent and as Syndication Agent. The Administrative Agent, Senior
Agent and the Collateral Agent are sometimes referred to herein as the "Agents".
Capitalized terms used herein and not otherwise defined herein shall have the
meanings set forth in the Loan Agreement dated as of October 31, 2000 (as
amended by the (i) Consent and Amendment No. 1 to the Credit Agreement and
Amendment No. 1 to the Security Agreement, dated as of February 7, 2001, (ii)
Amendment No. 2 to the Credit Agreement, dated as of May 10, 2001, (iii) Consent
and Amendment No. 3 to the Loan Agreement, Amendment No. 2 to the Security
Agreement and Amendment No. 1 to the Pledge Agreement, dated as of July 3, 2001
and (iv) Fourth Amendment to Loan Agreement, dated as of February 26, 2002, as
the same may be further amended, supplemented, restated or otherwise modified
from time to time, the "LOAN AGREEMENT") among the Borrowers, the Guarantors,
the Lenders and the Agents.
R E C I T A L S:
WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agents
have entered into the Loan Agreement;
WHEREAS, the Borrowers have requested that the Lenders consent to the
incurrence by Recoton of up to $1,300,000 of additional Indebtedness in
connection with its insurance premium financing set forth in Schedule I hereto
(the "INSURANCE PREMIUM FINANCING");
WHEREAS, the Borrowers have requested that the Lenders agree to amend
and to waive certain provisions of the Loan Agreement; and
WHEREAS, subject to the terms and conditions of this Agreement, the
Lenders have agreed to consent to the incurrence of the Insurance Premium
Financing and to amend and to waive certain provisions of the Loan Agreement as
specifically set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. CONSENT. Effective as of January 31, 2002, the Lenders
consent to the incurrence of the Insurance Premium Financing and waive
compliance with the provisions of Section 7.1 and Section 7.3 of the Loan
Agreement to the extent and only to the extent necessary to permit such
transaction.
Section 2. LIMITED WAIVERS. (a) Effective as of the Effective Date (as
defined herein) the Lenders hereby waive any Events of Default resulting from
non-compliance by the Borrowers with Section A (Consolidated Tangible Net
Worth), Section B (Minimum EBITDA) and Section D (Fixed Charges Coverage) of the
Financial Covenants Rider to the Loan Agreement, as of December 31, 2001, as in
effect prior to giving effect to this Agreement.
(b) Effective as of the Effective Date (as defined herein) the Lenders
hereby waive any Events of Default resulting from non-compliance by the
Borrowers with Section 5.11 (Required Minimum Excess Availability) of the Loan
Agreement, for the monthly periods ending on January 31, 2002 and February 28,
2002, respectively, as in effect prior to giving effect to this Agreement.
The foregoing limited waivers shall not apply to any other provisions
of the Loan Agreement or any other periods.
Section 3. CERTAIN AMENDMENTS TO THE LOAN AGREEMENT. Except as
otherwise provided for herein, effective as of the Effective Date (as defined
herein), the Loan Agreement is hereby amended as follows:
(a) The introductory paragraph to the Financial Covenants Rider to the
Loan Agreement and Section A (Consolidated Tangible Net Worth) of the Financial
Covenants Rider to the Loan Agreement are hereby amended and restated in their
entirety as follows:
"This Financial Covenants Rider is attached and made a part of that
certain Loan Agreement dated as of October 31, 2000 (as amended,
supplemented, restated or otherwise modified from time to time, the
"Loan Agreement") entered into among Recoton Corporation, a New York
corporation, InterAct Accessories, Inc., a Delaware corporation,
Recoton Audio Corporation, a Delaware corporation, AAMP of Florida,
Inc., a Florida corporation, and Recoton Home Audio, Inc., a
California corporation, the other Loan Parties party thereto and
Agents and Lenders party thereto. Capitalized terms used herein but
not otherwise defined herein have the meaning assigned to those terms
in the Loan Agreement.
A. CONSOLIDATED TANGIBLE NET WORTH. Recoton and its Subsidiaries shall
attain a Consolidated Tangible Net Worth in the amounts set forth
below at the end of each quarter of a Fiscal Year set forth below:
FISCAL QUARTER ENDING AMOUNT
--------------------- ------
December 31, 2000 $76,500,000
March 31, 2001 $74,900,000
June 30, 2001 $73,800,000
September 30, 2001 $76,100,000
December 31, 2001 $76,300,000
March 31, 2002 $71,100,000
June 30, 2002 $72,100,000
September 30, 2002 $73,100,000
December 31, 2002 $77,100,000
March 31, 2003 $72,100,000
June 30, 2003 $73,100,000"
(b) Section B (Minimum EBITDA) of the Financial Covenants Rider to the
Loan Agreement is hereby amended and restated in its entirety as follows:
"B. MINIMUM EBITDA. Recoton and its Subsidiaries, on a consolidated
basis, shall attain a minimum EBITDA in the amounts set forth below
for each quarter of a Fiscal Year and for any trailing four quarters
period ending on the last day of each quarter during the periods set
forth below:
Amount for Amount for Trailing
FISCAL QUARTER ENDING FISCAL QUARTER FOUR QUARTERS
--------------------- -------------- -------------
December 31, 2000 $21,000,000 $45,000,000
March 31, 2001 $ 3,500,000 $41,500,000
June 30, 2001 $ 6,000,000 $40,500,000
September 30, 2001 $12,250,000 $43,500,000
December 31, 2001 $10,400,000 $33,800,000
March 31, 2002 $ 2,750,000 $30,050,000
June 30, 2002 $10,100,000 $33,875,000
September 30, 2002 $11,325,000 $34,600,000
December 31, 2002 $19,550,000 $43,725,000
March 31, 2003 $ 4,000,000 $43,725,000
June 30, 2003 $ 7,000,000 $43,725,000
Notwithstanding anything to the contrary contained herein, if the
actual result for an individual Fiscal Quarter ending March 31, June
30, or September 30 does not meet the required minimum for such Fiscal
Quarter but the Fiscal Year-To-Date EBITDA results as of the Fiscal
Quarter then ended meets or exceeds the required minimum EBITDA for
the Fiscal Year-To-Date including that same period, as outlined above,
the Borrowers will remain in compliance with respect to the column
headed "Amount For Fiscal Quarter". Under no circumstance, however,
shall Recoton and its Subsidiaries, on a consolidated basis, fail to
attain a minimum EBITDA of $21,000,000 for Fiscal Quarter ending
December 31, 2000, $10,400,000 for Fiscal Quarter ending December 31,
2001 and $19,550,000 for Fiscal Quarter ending December 31, 2002."
(c) Section D (Fixed Charges Coverage), of the Financial Covenants
Rider to the Loan Agreement is hereby amended and restated in its entirety as
follows:
"D. FIXED CHARGES COVERAGE. Recoton and its Subsidiaries, on a
consolidated basis, shall not permit the Fixed Charges Coverage
for any period ending on the last day of each quarter during the
periods set forth below to be less than the amount set forth
below for such periods:
Ratio for Trailing
FISCAL QUARTER ENDING FOUR QUARTER PERIOD
--------------------- -------------------
December 31, 2000 1.0 to 1.0
March 31, 2001 1.0 to 1.0
June 30, 2001 1.0 to 1.0
September 30, 2001 1.0 to 1.0
December 31, 2001 0.71 to 1.0
March 31, 2002 0.65 to 1.0
June 30, 2002 0.77 to 1.0
September 30, 2002 0.8 to 1.0
December 31, 2002 1.05 to 1.0
March 31, 2003 1.05 to 1.0
June 30, 2003 1.05 to 1.0"
(d) The Financial Covenants Rider to the Loan Agreement is hereby
amended by adding the following new section thereto:
"E. MINIMUM INTERACT EBITDA. InterAct International and its
Subsidiaries on a consolidated basis, shall attain at all times a
minimum InterAct EBITDA in the amounts set forth below for each
period ending on the date set forth below:
PERIOD AMOUNT FOR PERIOD
------ -----------------
January 1, 2002 - March 31, 2002 $ (4,750,000)
January 1, 2002 - June 30, 2002 $ (2,600,000)
January 1, 2002 - September 30, 2002 $ ( 100,000)
January 1, 2002 - December 31, 2002 $ 7,400,000"
(e) Section (G) of the Reporting Rider to the Loan Agreement is hereby
amended and restated in its entirety as follows:
"(G) RECONCILIATION REPORTS, INVENTORY REPORTS AND LISTINGS AND
AGINGS. (i) As soon as available, and in any event no later than
fifteen (15) days after the end of each month, Administrative
Borrower shall deliver to Agents, in conjunction with the
submission of the Semi-Monthly Borrowing Base Certificate: (1) a
summary aged trial balance of all then existing Accounts; and (2)
a summary Inventory perpetual report.
(ii) On each Wednesday of each week Administrative Borrower will
submit to Agents a summary Inventory perpetual report, indicating
therein the inventory balances as of the immediately preceding
week. If Wednesday is not a Business Day, Administrative Borrower
shall submit such summary Inventory perpetual report on the next
Business Day. Such summary Inventory perpetual report shall be
used as the bases for updating the Inventory per the
Administrative Agent's loan system.
(iii) As soon as available, and in any event no later than five
(5) days after the submission of the monthly financials pursuant
to Clause (A), Administrative Borrower shall deliver to Agents:
(1) a Reconciliation Report duly executed by the chief executive
officer, chief operating officer or chief financial officer of
Administrative Borrower and substantially in the form of Exhibit
F as at the last day of such period reconciling the reports
submitted in clause G(i)(1) and G(i)(2) to the Accounts and
Inventory balances reflected on the corresponding Monthly
Financials and (2) if Administrative Agent so requests, a
detailed inventory listing and cover summary report. All such
reports shall be in form and substance satisfactory to Agent."
(f) Item 13, within the definition of the term "Eligible Accounts", of
Section 2.1(C) of the Loan Agreement is hereby amended by inserting immediately
after the word "proceeding;" the following:
"PROVIDED that, notwithstanding the foregoing, Kmart Corporation
Accounts arising after the filing for bankruptcy on January 22,
2002, not exceeding $4,375,000 in the aggregate, shall be
Eligible Accounts;"
(g) Item 14, within the definition of "Eligible Accounts", of Section
2.1(C) of the Loan Agreement is hereby amended by deleting the period at the end
of such Section and substituting therefor a semi-colon and by inserting
immediately after the word "Schedule" at the end of the proviso the following:
"and, PROVIDED FURTHER, that, notwithstanding the Concentration
Limitations set forth in Schedule 2.1(C)(i), the Dollar amount of
the Best Buy Accounts shall not exceed $36,000,000 in the
aggregate; and PROVIDED FURTHER, that, notwithstanding anything
to the contrary provided for within the definition of "Eligible
Accounts" under this Section 2.1(C), written consent by Requisite
Lenders shall be required for any increase in the Concentration
Limitations provided for herein"
(h) Schedule 2.1(C)(i), titled "Concentration Limitation", to the Loan
Agreement is hereby amended and restated in its entirety as follows:
"Wal-Mart 25%
Best Buy 25%
Target 15%"
(i) The chart included in Section 2.2(A) of the Loan Agreement is
hereby amended and restated in its entirety as follows:
---------------------------- ------------------------- -----------------------
Loan Type Base Rate Plus LIBOR Plus
---------------------------- ------------------------- -----------------------
Revolver 1.00% 2.75%
---------------------------- ------------------------- -----------------------
Term Loan A 1.25% 3.00%
---------------------------- ------------------------- -----------------------
Term Loan B 3.25% 5.00%
---------------------------- ------------------------- -----------------------
Term Loan C 3.00% N/A
---------------------------- ------------------------- -----------------------
(j) Effective as of July 1, 2001, Section 7.4(f) of the Loan Agreement
is hereby amended by, deleting the word "and" at the end of item (2), inserting
the word "and" at the end of item (3) and adding the following new sub-section
thereto:
"(4) Recoton Hong Kong up to $1,000,000 in the aggregate
(including guaranties);"
(k) Section 9.9 of the Loan Agreement is hereby amended and restated
in its entirety as follows:
"9.9 DISCRETIONARY ADVANCES. Notwithstanding anything contained
herein to the contrary, Administrative Agent may, in its sole
discretion during the continuance of an Event of Default and for
a period not to exceed fifteen (15) days, make Revolving Advances
in an aggregate amount of not more than $7,500,000 in excess of
the limitations set forth in the Borrowing Base for the purpose
of preserving or protecting the Collateral or for incurring any
costs associated with collection or enforcing rights or remedies
against the Collateral, or incurred in any action to enforce this
Agreement or any other Loan Document; provided that such
Revolving Advances shall become immediately due and payable on
the fifteenth day after the making such Revolving Advances."
(l) The following definitions are hereby inserted in Section 11.1 of
the Loan Agreement in their appropriate alphabetical order:
"Appraised Value" means the appraised orderly liquidation value
(net of liquidation costs) of the Borrowers' and the Canadian
Subsidiaries' Inventory located in the United States of America
and Canada (expressed as a percentage of the cost of such
Inventory) as determined from time to time by an independent
appraiser satisfactory to the Administrative Agent."
""InterAct EBITDA" means, for any period, without duplication,
the total of the following for InterAct International and its
Subsidiaries on a consolidated basis, each calculated for such
period: (1) net income determined in accordance with GAAP; plus,
to the extent included in the calculation of net income, (2) the
sum of (a) income and franchise taxes paid or accrued; (b)
interest expenses, net of interest income, paid or accrued; (c)
amortization and depreciation; and (d) other non-cash charges
(excluding accruals for cash expenses made in the ordinary course
of business); LESS, to the extent included in the calculation of
net income, (3) the sum of (a) gains or losses from sales or
other dispositions of assets (other than Inventory in the normal
course of business); and (b) extraordinary or non-recurring
gains, but not net of extraordinary or non-recurring "cash"
losses."
""Interim Inventory Reserves" means the difference, if a positive
number, between 65% of Eligible Inventory and (w) 100% of the
Appraised Value of Eligible Inventory for the period between
March 29, 2002 through September 29, 2002; (x) 95% of the
Appraised Value of Eligible Inventory for the period between
September 30, 2002 through October 30, 2002; (y) 90% of the
Appraised Value of Eligible Inventory for the period between
October 31, 2002 through November 29, 2002; and (z) 85% of the
Appraised Value of Eligible Inventory for the period between
November 30, 2002 and at all times thereafter; PROVIDED that,
after January 1, 2003, during the In-Season Period the percentage
of the Appraised Value of Eligible Inventory set forth in clause
(z) above for such period may be increased up to 90% for such
In-Season Period in the reasonable credit judgment of the
Administrative Agent."
""Recoton Hong Kong" means Recoton (Hong Kong) Limited, a
corporation incorporated under the laws of Hong Kong."
(m) The definition of Required Minimum Excess Availability contained
in Section 11.1 of the Loan Agreement is hereby amended and restated in its
entirety as follows:
"Required Minimum Excess Availability" means, on each day during
the month set forth below the amount set forth opposite such
month which amount represents the minimum amount by which the
Maximum Revolving Loan Amount shall exceed the Revolving Loan.
Notwithstanding the foregoing, if the sum of the Borrowing Base
less the Letter of Credit Reserves exceeds the Revolving Loan
Commitment, the amount by which the Borrowing Base less the
Letter of Credit Reserves exceeds the Revolving Loan Commitment
shall count towards the Required Minimum Excess Availability.
MONTH BEGINNING AMOUNT FOR MONTH
March 29, 2002 $ 4,000,000 PLUS Interim Inventory Reserves
April 30, 2002 $ 4,500,000 PLUS Interim Inventory Reserves
May 31, 2002 $ 5,000,000 PLUS Interim Inventory Reserves
June 30, 2002 $ 5,500,000 PLUS Interim Inventory Reserves
July 31, 2002 $ 6,000,000 PLUS Interim Inventory Reserves
August 31, 2002 $ 6,500,000 PLUS Interim Inventory Reserves
September 30, 2002 $ 7,500,000 PLUS Interim Inventory Reserves
October 31, 2002 $ 9,000,000 PLUS Interim Inventory Reserves
November 30, 2002 $11,000,000 PLUS Interim Inventory Reserves
December 31, 2002 $12,000,000 PLUS Interim Inventory Reserves
At all times thereafter $12,000,000 PLUS Interim Inventory Reserves"
Section 4. REPRESENTATIONS AND WARRANTIES. The Borrowers and
Guarantors hereby represent and warrant to each Agent and each Lender that after
giving effect to this Agreement:
(a) no Default or Event of Default has occurred and is continuing on
and as of the date hereof;
(b) the representations and warranties of the Borrowers and the other
Loan Parties contained in the Loan Agreement and the other Loan Documents are
true and correct on and as of the date hereof as if made on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to a different date; and
(c) the execution and delivery by the Borrowers and the Guarantors of
this Agreement and the performance by the Borrowers and the Guarantors of all of
their respective agreements and obligations under this Agreement and the Loan
Agreement as waived, consented to and amended hereby, respectively, are within
the power and authority of the Borrowers and the Guarantors and have been duly
authorized by all necessary action on the part of the Borrowers and the
Guarantors, and that the execution and delivery by the Borrowers and the
Guarantors, of this Agreement and the performance by each of the transactions
contemplated hereby will not contravene any term or condition set forth in any
material agreement or instrument to which each is a party or by which each is
bound.
Section 5. EFFECTIVENESS. Except as otherwise provided for in Section
5(b) herein, this Agreement shall become effective as of the dates specifically
set forth herein, or if none, on March 29, 2002 (the "EFFECTIVE DATE"), upon the
satisfaction of all of the following conditions precedent:
(a) the Requisite Lenders shall have executed and delivered a
counterpart of this Agreement and received duly executed counterparts of this
Agreement from the Borrowers and Guarantors (which aforesaid executions and
deliveries may be effected by delivery and receipt by facsimile transmission);
(b) Recoton shall pay (and Recoton hereby covenants and agrees to pay,
subject to and simultaneously with the effectiveness of the applicable
provisions of this Agreement) to the Senior Agent and Administrative Agent, for
the respective accounts of each of those Requisite Lenders that, as of the date
hereof, have fully executed and delivered counterparts of this Agreement to the
Senior Agent (the "APPROVING LENDERS"), an amendment fee (the "AMENDMENT FEE")
in immediately available funds, which shall be equal to 3/8% (three-eighths of
one percent) of the sum of such Approving Lender's Commitment. The Amendment Fee
shall have been earned in full as of the Effective Date and shall be paid as
follows: (i) 3/16% (three-sixteenths of one percent) of the aggregate amount of
the Amendment Fee shall be paid upon the execution of this Agreement; (ii) 1/16%
(one-sixteenth of one percent) of the aggregate amount of the Amendment Fee
shall be paid on July 31, 2002; and (iii) 1/8% (one-eighth of one percent) of
the aggregate amount of the Amendment Fee shall be paid on October 31, 2002;
(c) receipt by the Agents of copies of resolutions of any Person
executing this Agreement;
(d) receipt by the Agents of a favorable opinion of counsel to Loan
Parties as to due authorization, execution, and delivery of this Agreement, the
enforceability thereof and such other matters as may be reasonably requested by
Agents; and
(e) all proceedings in connection with the transactions contemplated
by this Agreement and all other documents incident thereto shall be reasonably
satisfactory in substance and in form to the Agents, and the Agents shall have
received all such material information and all such counterpart originals or
certified or other copies of such documents as the Agents may reasonably
request.
Section 6. STATUS OF LOAN DOCUMENTS.
(a) This Agreement is limited solely for the purposes and to the
extent expressly set forth herein, and, except as expressly provided hereby, (i)
the terms, provisions and conditions of the Loan Documents and (ii) the Liens
granted under the Loan Documents shall continue in full force and effect and are
hereby ratified and confirmed in all respects.
(b) No waiver, consent or amendment of any terms or provisions of the
Loan Agreement made hereunder shall relieve the Borrowers and Guarantors from
complying with any other term or provision of the Loan Agreement or any other
Loan Document.
Section 7. MISCELLANEOUS.
(a) NO WAIVER, CUMULATIVE REMEDIES. No failure or delay or course of
dealing on the part of any Agent or any Lender in exercising any right, power or
privilege hereunder shall operate as an express or implied waiver thereof, nor
shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. The rights, powers and remedies herein
expressly provided are cumulative and not exclusive of any rights, powers or
remedies which the Lenders would otherwise have. No notice to or demand on the
Borrowers or Guarantors in any case shall entitle the Borrowers or Guarantors to
any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Lenders to any other or further action
in any circumstances without notice or demand.
(b) RATIFICATION, ETC. Except as expressly provided for herein, the
Loan Agreement and all documents, instruments and agreements related thereto,
including but not limited to, the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The Loan
Agreement and this Agreement shall be read and construed as a single agreement.
This Agreement shall constitute one of the Loan Documents and the obligations of
the Borrowers and Guarantors under this Agreement shall constitute Obligations
for all purposes of the Loan Documents. All references in the Loan Agreement,
the Loan Documents or any related agreement or instrument to the Loan Agreement
shall hereafter refer to the Loan Agreement as amended hereby.
(c) EXPENSES. The Borrowers agree to pay and reimburse the
Administrative Agent and Lenders for all of their costs and expenses (including,
without limitation, costs and expenses of legal counsel) in connection with this
Agreement.
(d) HEADINGS DESCRIPTIVE. The headings of the several Sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision.
(e) SEVERABILITY. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
(f) COUNTERPARTS. This Agreement may be executed and delivered in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with each of Recoton and the
Administrative Agent.
Section 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
[SIGNATURE PAGES FOLLOWING]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective duly authorized officers as
of the date first written above.
BORROWERS: RECOTON CORPORATION
By: /S/ XXXXXX XXXXXXX
-------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President - Finance
INTERACT ACCESSORIES, INC.
RECOTON AUDIO CORPORATION
AAMP OF FLORIDA, INC.
RECOTON HOME AUDIO, INC.
RECOTON ACCESSORIES, INC.
RECOTON MOBILE ELECTRONICS, INC.
By: /S/ XXXXXX XXXXXXX
-------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
GUARANTORS: CHRISTIE DESIGN CORPORATION
RECOTON INTERNATIONAL HOLDINGS, INC.
RECOTON JAPAN, INC.
RECONE, INC.
RECOTON CANADA LTD.
INTERACT CANADA, LTD.
INTERACT INTERNATIONAL, INC.
INTERACT HOLDINGS, INC.
INTERACT TECHNOLOGIES, INC.
By: /S/ XXXXXX XXXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
LENDERS: XXXXXX FINANCIAL, INC.,
individually and as Senior Agent and
Administrative Agent
By: /S/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Collateral Agent and
Syndication Agent
By: /S/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Authorized Signatory
BANK OF AMERICA
By:_________________________
Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
THE CIT GROUP / BUSINESS CREDIT, INC.
By:_________________________
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
GUARANTY BUSINESS CREDIT CORPORATION
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: President and CEO
FOOTHILL CAPITAL
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President
CITIZENS BUSINESS CREDIT
By: /s/ XXXXXXX X. X'XXXXX
-----------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Senior Vice President
FIRSTAR BANK
By:_________________________
Name: Xxx Xxxxxxx
Title: Vice President
WASHINGTON MUTUAL BANK
By:_________________________
Name: Xxxxx X. Xxxx
Title: Vice President
SIEMENS FINANCIAL SERVICES, INC.
By: /s/ XXXXX XXXXXX
---------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President - Credit
GMAC BUSINESS CREDIT LLC
By:_________________________
Name: Xxx Xxxxxxx
Title: Assistant Vice President
SCHEDULE I
INSURANCE PREMIUM FINANCING
Pursuant to a Premium Finance Agreement dated February 5, 2002 between Recoton
Corporation and Premium Financing Specialists, Recoton Corporation has financed
premiums aggregating $1,153,771.70 due to the following carriers for insurance
effective December 31, 2001:
CARRIER COVERAGE
Federal Insurance Company Property
General Liability
Umbrella
Auto
Fiduciary
A&H
EOLI
Kidnap
Great American Insurance Company Excess
Essex Insurance Co. WS
Great American E&S Insurance Co WS
Commonwealth Insurance WS
Westchester Sup. Lin (2 policies) WS
Caliber One Indemnity Co. WS
Royal Surplus Lines WS
St. Xxxx Companies WS
Federal Insurance Co. Crime
Pursuant to such agreement, Recoton Corporation will make eight monthly payments
of $147,266.56 which commenced February 28, 2002 (aggregating $1,178,132.40),
which reflects an annual percentage rate for the credit of 5.6%. Recoton
assigned to PFS as security all unearned premiums and, on commercial policies,
loss payments which will reduce the unearned premium which become payable under
the policies.
