Exhibit 10.147
[LOGO] BANK ONE. Amendment to Credit Agreement
This agreement is made and entered into on February 21, 2003, to be effective as
of February 21, 2003 by and between EAGER BEAVER CAR WASH, INC. (if more than
one, jointly and severally, the "Borrower") and Bank One, NA, with its main
office in Chicago, IL (the "Bank"), and its successors and assigns.
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated November
28, 2000, as amended (if applicable) (the "Credit Agreement"); and
WHEREAS, the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth below;
NOW, THEREFORE, in mutual consideration of the agreements contained herein and
for other good and valuable consideration, the parties agree as follows:
1. DEFINED TERMS. Capitalized terms not defined herein shall have the meaning
ascribed in the Credit Agreement.
2. MODIFICATION OF CREDIT AGREEMENT. The Credit Agreement is hereby amended as
follows:
2.1 From and after February 21, 2003, the third paragraph of the provision
captioned in the Loan Agreement 3. 13 Debt Service Coverage Ratio is
hereby amended and restated to read as follows:
Guarantor. Borrower covenants and agrees with Bank that while this Loan
Agreement is in effect, Borrower will cause Xxxx Security
International, Inc. ("Guarantor") to comply with the following:
Maintain, as of the end of each fiscal quarter, a ratio of (a) net
income, plus amortization, depreciation, interest expense, plus income
taxes, for the preceding full twelve month period, to (b) current
maturities of long term debt, plus current maturities of long term
leases, plus interest expense for the same such twelve month period, to
be less than the following ratios for the following periods: for the
period ending December 31, 2002, 1.20 to 1.00, for the periods ending
March 31, 2003, June 30, 2003 and September 30, 2003, 1.10 to 1.00 and
for the period ending December 31, 2003 and thereafter, 1.20 to 1.00.
All computations made to determine compliance with the requirements
contained in this paragraph shall be made in accordance with generally
accepted accounting principles, applied on a consistent basis.
3. RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and
the Credit Agreement shall remain in full force and effect as modified
herein.
4. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants that (a) the representations and warranties contained in the Credit
Agreement are true and correct in all material respects as of the date of
this agreement, (b) no condition, act or event which could constitute an
event of default under the Credit Agreement or any promissory note or credit
facility executed in reference to the Credit Agreement exists, and (c) no
condition, event, act or omission has occurred, which, with the giving of
notice or passage of time, would constitute an event of default under the
Credit Agreement or any promissory note or credit facility executed in
reference to the Credit Agreement.
5. FEES AND EXPENSES. The Borrower agrees to pay all fees and out-of-pocket
disbursements incurred by the Bank in connection with this agreement,
including legal fees incurred by the Bank in the preparation, consummation,
administration and enforcement of this agreement.
6. EXECUTION AND DELIVERY. This agreement shall become effective only after it
is fully executed by the Borrower and the Bank.
7. ACKNOWLEDGEMENTS OF BORROWER. The Borrower acknowledges that as of the date
of this agreement it has no offsets with respect to all amounts owed by the
Borrower to the Bank arising under or related to the Credit Agreement on or
prior to the date of this agreement. The Borrower fully, finally and forever
releases and discharges the Bank and its successors, assigns, directors,
officers, employees, agents and representatives from any and all claims,
causes of action, debts and liabilities, of whatever kind or nature, in law
or in equity, of the Borrower, whether now known or unknown to the Borrower,
which may have arisen in connection with the Credit Agreement or the actions
or omissions of the Bank related to the Credit Agreement on or prior to the
date hereof. The Borrower acknowledges and agrees that this agreement is
limited to the terms outlined above, and shall not be construed as an
agreement to change any other terms or provisions of the Credit
Agreement. This agreement shall not establish a course of dealing or be
construed as evidence of any willingness on the Bank's part to grant other
or future agreements, should any be requested.
8. NOT A NOVATION. This agreement is a modification only and not a novation.
Except for the above-quoted modification(s), the Credit Agreement, any loan
agreements, credit agreements, reimbursement agreements, security
agreements, mortgages, deeds of trust, pledge agreements, assignments,
guaranties, instruments or documents executed in connection with the Credit
Agreement, and all the terms and conditions thereof, shall be and remain in
full force and effect with the changes herein deemed to be incorporated
therein. This agreement is to be considered attached to the Credit Agreement
and made a part thereof. This agreement shall not release or affect the
liability of any guarantor of any promissory note or credit facility
executed in reference to the Credit Agreement or release any owner of
collateral granted as security for the Credit Agreement. The validity,
priority and enforceability of the Credit Agreement shall not be impaired
hereby. To the extent that any provision of this agreement conflicts with
any term or condition set forth in the Credit Agreement, or any document
executed in conjunction therewith, the provisions of this agreement shall
supersede and control. The Bank expressly reserves all rights against all
parties to the Credit Agreement.
Bank: Borrower:
Bank One, NA, with its main office in Chicago, IL EAGER BEAVER CAR WASH, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxx X. Xxxxxx First Vice President Xxxxxx X. Xxxxxx Secretary
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Printed Name Title Printed Name Title
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