Amendment to Letter Agreement
This Amendment to Agreement ("Amendment"), made, delivered, and effective as of
March 30, 2001, by and between Decorator Industries, Inc., a Pennsylvania
corporation ("Company") and COMERICA BANK ("Bank").
WHEREAS, Company and Bank are parties to that certain Letter Agreement dated
April 19, 2000 ("Agreement"); and
WHEREAS, Bank and Company desire to amend the Agreement as set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained in this Amendment, Company and Bank agree as follows:
Section 4(g) is hereby amended to read in its entirety as follows:
"4(g) Maintain, at all times, an Interest Coverage Ratio of EBIT to
Company's total Interest Expenses of not less than 1.20 to 1.0
commencing June 30, 2001 and each quarter thereafter.
For purposes of this Agreement, the above Ratio shall be calculated
quarterly as of the end of each fiscal quarter of Company commencing
June 30, 2001, and shall be calculated based upon and for the fiscal
quarter of Company then ending.
"EBIT" shall mean earnings (or loss) from operations of the Company for
such period, after eliminating therefrom all extraordinary
non-recurring items of income (including gain on the sale of assets and
earnings from the sale of discontinued business lines) and after all
expenses and proper charges but, before payment or provision for
payment of interest, and taxes, all determined in accordance with GAAP,
for the Company for period being measured."
Section 4(h) is hereby amended to read in its entirety as follows:
"4(h) Maintain, at all times, a Ratio of Total Liabilities to Book
Equity of not more than 1.1 to 1.0 commencing March 31, 2001 and each
quarter thereafter."
"Total Liabilities" shall mean the total of all liabilities of Company.
"Book Equity" shall mean the net book equity (including capital stock,
additional paid-in capital and retained earnings, after deducting
treasury stock) which would appear as such on a balance sheet of
Company prepared in accordance with GAAP."
Section 4(i) is hereby deleted.
Section 5(l) is hereby added and reads as follows:
"Purchase, redeem, retire or otherwise acquire any of the shares of its
capital stock or make any commitment to do, for an amount in excess of
$1,000,000.00."
The execution of this Amendment shall not be deemed to be a waiver of any
Default or Event of Default.
All the terms used in this Amendment which are defined in the Agreement shall
have the same meaning as used in the Agreement, unless otherwise defined
in this Amendment.
1 Exhibit 10Y.1
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Company hereby represents and warrants that, after giving effect to the
amendments contained herein, (a) execution, delivery and performance of
this Amendment and any other documents and instruments required under this
Amendment or the Agreement are within Company's corporate powers, have
been duly authorized, are not in contravention of law or the terms of
Company's organizational agreements or bylaws, if any, and do not require
the consent or approval of any governmental body, agency, or authority;
and this Amendment and any other documents and instruments required under
this Amendment or the Agreement, will be valid and binding in accordance
with their terms; (b) the continuing representations and warranties of
Company set forth in Section 3 of the Agreement are true and correct on
and as of the date hereof with the same force and effect as if made on and
as of the date hereof; (c) the continuing representations and warranties
of Company set forth in the Agreement are true and correct as of the date
hereof with respect to the most recent financial statements furnished to
the Bank by Company; and (d) no event of default, or condition or event
which, with the giving of notice or the running of time, or both, would
constitute an event of default under the agreement, has occurred and is
continuing as of the date hereof.
This Amendment is not an agreement to any further or other amendment of the
Agreement. Company expressly acknowledges and agrees that except as
expressly amended in this Amendment, the Agreement, as amended, remains in
full force and effect and is ratified, confirmed and restated.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on
the date set forth above.
COMPANY:
Name of Borrower: Decorator Industries, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Signature of
Its: Executive Vice President
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Title (If Applicable)
COMERICA BANK
By: /s/ Xxx Xxxxxxx
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Signature of
Its: Vice President
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Title
2 Exhibit 10Y.1
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