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Exhibit 10.a
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment")
is made as of this 3th day of December, 2003, by and between RONSON CONSUMER
PRODUCTS CORPORATION, a New Jersey corporation (the "Borrower") and FLEET
CAPITAL CORPORATION successor-by-merger with Summit Business Capital Corp. (the
"Lender").
WHEREAS, the Borrower and the Lender are parties to a certain Loan and
Security Agreement dated January 6, 1995 as amended from time to time
(collectively, the "Loan Agreement"), relating to financing by the Lender to the
Borrower (all capitalized terms used, but not specifically defined herein, shall
have the meaning provided for such terms in the Loan Agreement); and
WHEREAS, the Borrower has requested and the Lender has agreed to make
certain revisions to the terms and conditions of the Loan Agreement, as amended
by the Amendment; and
WHEREAS, to induce the Lender to amend certain terms and conditions of
the Loan Agreement, the Borrower has offered to execute and deliver the
Amendment.
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Lender and the Borrower agree as follows:
1. As of the date of this Amendment,Section 1.1 (aa) of the Loan Agreement
is amended in its entirety as follows:
"Obligations": all Loans and all other advances (including, but not limited
to, Letter of Credit reimbursement obligations, obligations arising under any
interest or currency swap, future, option or similar arrangements, foreign
exchange contracts, all obligations arising from any derivative transactions and
electronic funds transfers (whether through automated clearing house or
otherwise) or out of Lender's non-receipt or inability to collect funds or
otherwise not being made whole in connection with depositing transfer checks or
similar arrangements) debts, liabilities, obligations, covenants and duties,
together with all interest, fees and other charges thereon, owing, arising, due
or payable from Borrower to Lender, and/or to any affiliate of Lender, of any
kind or nature, present or future, whether or not evidenced by any note,
guaranty or other instrument, whether arising under the Agreement or any of the
other Loan Documents or otherwise whether direct or indirect (including those
acquired by assignment), absolute or contingent, primary or secondary, due or to
become due, now existing or hereafter arising and however acquired.
2. As of the date of this Amendment, the Lender permits the execution and
delivery of a Lease Agreement between the Borrower and LIT-Xxxxxxxx/Ridge,
L.L.C. dated October 9, 2003.
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3. As of the date of this Agreement, Section 2.1 (h) of the Loan Agreement
is hereby amended and changed to read as follows:
(h) Upon the request of the Borrower, the Lender agrees to issue from time
to time prior to the Revolving Loan Final Maturity Date (i) documentary Letters
of Credit in the aggregate face amount of up to Seven Hundred Thousand
($700,000) Dollars and (ii) standby Letters of Credit in the aggregate face
amount of up to Two Hundred Fifty Thousand ($250,000) Dollars, all in such form
as may be approved from time to time by the Lender, and in accordance with the
Letter of Credit Application; provided, however, that the Lender's agreement to
issue Letters of Credit shall terminate immediately upon termination of the
Revolving Loan. Each documentary Letter of Credit shall be for periods of not
more than sixty (60) days. No documentary Letter of Credit shall have an
expiration date later than thirty (30) days prior to the Revolving Loan Final
Maturity Date. Each standby Letter of Credit shall have an expiration date of
(i) not more than one (1) year after the date of issuance or (ii) thirty(30)
days prior to the Revolving Loan Final Maturity Date, whichever of (i) or (ii)
occurs earlier. Each standby Letter of Credit may, if required, provide for
automatic renewal unless the beneficiary is notified within thirty (30) days
prior to the expiration date; provided, however, that no standby Letter of
Credit shall provide for automatic renewal beyond the Revolving Loan Final
Maturity Date."
4. As of the date of this Amendment, Section 6.25 (i) of the Loan Agreement
is hereby amended and changed to read as follows:
6.25 (i) Permit or cause any change in the person of Xxxxx X. Xxxxxxx
XX, as President of the Borrower and/ or guarantor, Ronson Corporation,
unless otherwise approved by the Lender in writing, in its sole discretion.
5. As of the date of this Amendment, Section 7 of the Loan Agreement is
hereby amended by adding the following subsection:
7.8 Upon the occurrence of a default or event of default pursuant to the
ISDA Master Agreement dated as of December 3, 2003 between the Borrower and
Fleet National Bank.
6. The Borrower shall pay on demand all legal fees, recording expenses and
other reasonable and necessary disbursements of the Lender and its counsel
incident to the preparation, execution and delivery of this Amendment.
7. The Borrower acknowledges that its obligations to the Lender pursuant to
the Loan Agreement, as amended herein, are due and owing by the Borrower to the
Lender without any defenses, set-offs, recoupments, claims or counterclaims of
any kind as of the date hereof. To the extent that any defenses, set-offs,
recoupments, claims or counterclaims may exist as of the date hereof, the
Borrower waives and releases the Lender from the same.
8. The Borrower hereby agrees with, reaffirms and acknowledges the
representations and warranties contained in the Loan Agreement. Furthermore, the
Borrower represents that the representations and warranties contained in the
Loan Agreement continue to be true and in full force and effect. This agreement,
reaffirmation and acknowledgment is given to the Lender by the Borrower without
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defenses, claims or counterclaims of any kind. To the extent that any such
defenses, claims or counterclaims against the Lender may exist, the Borrower
waives and releases the Lender from the same.
9. The Borrower ratifies and reaffirms all terms, covenants, conditions and
agreements contained in the Loan Agreement. All terms, covenants,
representations and warranties made to Lender by Borrower in the Loan Agreement
are to be true, accurate and complete for the duration of the term of the Loan
Agreement.
10. All other terms and conditions of the Loan Agreement, and any and all
Exhibits annexed thereto and all other writings submitted by the Borrower to the
Lender pursuant thereto, shall remain unchanged and in full force and effect.
11. This Amendment shall not constitute a waiver or modification of any of
the Lender's rights and remedies or of any of the terms, conditions, warranties,
representations, or covenants contained in the Loan Agreement, except as
specifically set forth above, and the Lender hereby reserves all of its rights
and remedies pursuant to the Loan Agreement and applicable law.
12. The failure of the Borrower to satisfy any of the terms and conditions
of this Amendment shall constitute an Event of Default under the Loan Agreement,
and the Lender shall be entitled to all of its rights and remedies under the
Loan Agreement and applicable law.
13. This Amendment may be executed in counterparts, each of which, when
taken together, shall be deemed to be one and the same instrument.
Executed on the date first written above.
WITNESS: RONSON CONSUMER PRODUCTS
CORPORATION
By:/s/ Xxxxx X. Xxxxxxx, XX
------------------------------------ -------------------------------------
Xxxxx X. Xxxxxxx, XX
President and Chief Executive Officer
FLEET CAPITAL
CORPORATION
successor-by-merger
with Summit
Business Capital
Corp.
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Vice President
