EXHIBIT 10.2
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT, dated as of May 10, 2001
(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"), and RECOTON HOME AUDIO, INC., a California
corporation ("RHAI" and together with Recoton, InterAct, Audio, AAMP and RHAI,
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 meaning set forth in the Credit
Agreement dated as of October 31, 2000 (as amended by the Consent and Amendment
No. 1 to the Credit Agreement and Amendment No. 1 to the Security Agreement,
dated as of February 7, 2001, as the same may be further amended from time to
time, the "Credit 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 Credit Agreement;
WHEREAS, the Borrowers have requested that the Lenders agree to amend
Section A (Consolidated Tangible Net Worth) of the Financial Covenants Rider to
the Credit Agreement; and
WHEREAS, subject to the terms and conditions of this Agreement, the
Lenders have agreed to amend Section A (Consolidated Tangible Net Worth) of the
Financial Covenants Rider to the Credit Agreement as specifically set forth
herein;
NOW, THEREFORE, it is agreed as follows:
Section 1. Amendment to Section A of the Financial Covenants Rider.
Section A (Consolidated Tangible Net Worth) of the Financial Covenants Rider to
the Credit Agreement is hereby amended by deleting said Section in its entirety
and by substituting therefor the following:
"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 $86,500,000
March 31, 2002 $84,600,000
June 30, 2002 $84,100,000
September 30, 2002 $87,000,000
December 31, 2002 $97,800,000
March 31, 2003 $96,400,000
June 30, 2003 $96,500,000"
Section 2. 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 Credit 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 Credit Agreement, as amended hereby, 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 3 Effectiveness. This Agreement shall become effective as of
March 31, 2001 when 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).
Section 4. 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 consent or amendment of any terms or provisions of the
Credit Agreement made hereunder shall relieve the Borrowers and Guarantors from
complying with any other term or provision of the Credit Agreement or any other
Loan Document.
Section 5 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 a 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) 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.
(c) 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.
(d) 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.
(e) 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 6. 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.
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
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Name: Xxxxxx Xxxxxxx
Title: Senior Vice President - Finance
INTERACT ACCESSORIES, INC.
RECOTON AUDIO CORPORATION
AAMP OF FLORIDA, INC.
RECOTON HOME AUDIO, INC.
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Vice President
GUARANTORS: CHRISTIE DESIGN CORPORATION
RECOTON INTERNATIONAL HOLDINGS, INC.
RECOTON EUROPEAN HOLDINGS, INC.
RECOTON JAPAN, INC.
RECONE, INC.
RECOTON CANADA, LTD.
INTERACT CANADA, LTD.
By: /s/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Vice President
LENDERS: XXXXXX FINANCIAL, INC.,
individually and as Senior Agent and
Administrative Agent
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as
Collateral Agent and
Syndication Agent
By: /s/ XXXXXXX CLINODO
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Name: Xxxxxxx Clinodo
Title: Authorized Signatory
BANK OF AMERICA
By: /s/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Assistant Vice President
THE CIT GROUP / BUSINESS CREDIT, INC.
By:
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Name:
Title:
GUARANTY BUSINESS CREDIT CORPORATION
By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxx Xxxxxx
Title: President and CEO
DEBIS FINANCIAL SERVICES, INC.
By: /s/ XXXXXXXXXXX XXXXXXXX
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Name: Xxxxxxxxxxx Xxxxxxxx
Title: Managing Director - ABL Division
FOOTHILL CAPITAL
By: /s/ XXXX XXXXXXXXXX
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Name: Xxxx Xxxxxxxxxx
Title: Vice President
CITIZENS BUSINESS CREDIT
By: /s/ XXXXXXX X. X'XXXXX
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Name: Xxxxxxx X. X'Xxxxx
Title: Senior Vice President
FIRSTAR BANK
By: /s/ M. XXXXX XXXXXXX
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Name: M. Xxxxx Xxxxxxx
Title: Vice President
WASHINGTON MUTUAL BANK
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
SIEMENS FINANCIAL SERVICES, INC.
By: /s/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: Vice President - Credit
GMAC BUSINESS CREDIT LLC
By:
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Name:
Title:
