EXHIBIT 10.154
SEVENTH AMENDMENT TO
LETTER OF CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (the "Seventh
Amendment") dated as of December 31, 1997, 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
certain 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, as further amended by that certain Third Amendment to Letter of Credit
Agreement dated as of March 27, 1996, as further amended by that certain Fourth
Amendment to Letter of Credit Agreement dated as of December 30, 1996, as
further amended by that certain Fifth Amendment to Letter of Credit Agreement
dated as of March 31, 1997, and as further amended by that certain Sixth
Amendment to Letter of Credit Agreement dated as of September 30, 1997 (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 than 1.25:1 for the
immediately preceding four (4) calendar
quarterly periods ending December 31, 1996;
excluding the effect of the actual pretax
charge to earnings previously disclosed to
the Agent and the Banks not to exceed
$9,859,826.00 incurred during the quarterly
period ending March 31, 1997, less than
1.00:1 for the immediately preceding four (4)
calendar quarterly periods ending March 31,
1997; excluding the effect of the actual
pretax charge to earnings not to exceed
$432,000.00 incurred during the quarterly
period ending June 30, 1997 for all
calculations for which said quarterly period
is included, less than 1.50:1 for the one (1)
calendar quarterly period ending June 30,
1997; less than 1.75:1 for the immediately
preceding two (2) calendar quarterly periods
ending September 30, 1997; less than 1.40:1
for the immediately preceding three (3)
calendar quarterly periods ending
December 31, 1997; less than 1.75:1 for the
immediately preceding four (4) calendar
quarterly periods ending March 31, 1998; and
less than 2.00:1 for the immediately
preceding four (4) calendar quarterly periods
ending on the last day of each calendar
quarter thereafter."
2. COUNTERPARTS. The Seventh 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
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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
Seventh 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 Seventh 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 SEVENTH 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 Seventh 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
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
MERIDIAN LAMPS, INC.
By: /s/ XXXXXX X. XXXXX
-------------------------------------
XXXXXX X. XXXXX
SECRETARY/TREASURER
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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/ XXXXX X. XXXX
------------------------------------
XXXXX X. XXXX,
SENIOR VICE PRESIDENT
MERIDIAN LAMPS DEVELOPMENT, INC.
By:
--------------------------------------
XXXXXX X. XXXXX
SECRETARY/TREASURER
CATALINK ADMINISTRATIVE CORPORATION
By:
--------------------------------------
XXXXXX X. XXXXX
ASSISTANT SECRETARY
BANK:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION F/K/A SUN BANK,
NATIONAL ASSOCIATION
By:
--------------------------------------
XXXXX X. XXXX,
SENIOR VICE PRESIDENT
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