EXHIBIT 10.5
AMENDMENT TO LOAN AGREEMENT
THIS AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as
of the 24th day of March, 1997, and effective as of December 31, 1996, by and
between LaSalle National Bank, a national banking association ("LaSalle"),
Xxxxxx Trust and Savings Bank, an Illinois banking corporation ("Xxxxxx")
(LaSalle and Xxxxxx are referred to herein collectively as the "Banks"), and
Stimsonite Corporation, a Delaware corporation ("Borrower"). LaSalle National
Bank, a national banking association, as agent for the Banks for certain limited
purposes ("Agent"), shall also be deemed a party hereto for the purpose of
acting as agent.
W I T N E S S E T H:
WHEREAS, Banks, Agent and Borrower entered into a Loan Agreement dated
as of July 23, 1996 (the "Agreement"), and now desire to amend such Agreement
pursuant to this Amendment.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:
1. Incorporation of the Agreement. All capitalized terms which are not
defined hereunder shall have the same meanings as set forth in the Agreement,
and the Agreement to the extent not inconsistent with this Amendment is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the amendments set forth in paragraph 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and its provisions
shall be binding on the parties hereto.
2. Amendment of the Agreement. The Agreement is hereby amended
as follows:
(a) The definition of the term "EBITDA " in Paragraph 1.1 is
hereby amended and restated -------------- to read in its entirety as follows:
"EBITDA" means, with respect to any fiscal period of Borrower,
Borrower's (a) net income (determined in accordance with GAAP)
for such period, plus (b) the aggregate amounts deducted in
determining such net income in respect of (i) Interest
Expense, (ii) income taxes, (iii) depreciation, (iv)
amortization, (v) extraordinary losses up to $500,000 in the
aggregate in any fiscal year and (vi) $4,000,000 of
restructuring charges for fiscal year 1996, minus (c)
extraordinary gains, each determined in accordance with GAAP
consistently applied.
(b) Paragraph 5.18 is hereby added to the Agreement and
shall read as follows:
5.18 Proceeds from Sale of Waukegan Facility. In the
event that Borrower sells the Waukegan Facility before all
amounts of principal and interest due in respect of the Term
Loan are paid in full to and discharged by the Banks, the net
proceeds from such sale shall be applied to the unpaid
principal portions of the Term Loan in the inverse order of
their maturities.
(c) A final sentence of Paragraph 9.3(b) is hereby
added to the Agreement and shall read as follows:
Notwithstanding the foregoing, Borrower may sell or otherwise
dispose of the Waukegan Facility if, and only if, the net
proceeds of such sale are $6,000,000 or greater and Borrower
complies in full with the provisions of Paragraph 5.18.
(d) Paragraph 9.2(g)(i) is hereby amended and restated to
read in its entirety as follows:
Not permit the ratio of Funded Debt to EBITDA minus Capital
Expenditures to exceed (A) 4.50:1 as of the end of each fiscal
quarter through September 30, 1997 and (b) 3.75:1 for the
fiscal quarter ending December 31, 1997. Notwithstanding the
foregoing, such ratio shall be immediately reduced to 3.75:1
if Borrower sells the Waukegan Facility prior to December 31,
1997.
3. Closing Documents. The following documents and other items
shall be delivered concurrently with this Amendment:
(a) Payment of an amendment fee to the Banks in the
amount of $25,000 in accordance with their Pro Rata Shares.
(b) Four executed copies of this Amendment.
4. Representations and Warranties; No Event of Default. The
representations and warranties set forth in Paragraph 9 are deemed remade as of
the date hereof and, upon full execution of this Amendment in accordance with
Section 5 below, Borrower represents that such representations and warranties
are true and correct as of the date hereof (other than representations and
warranties made as of a specific date). Upon full execution of this Amendment in
accordance with Section 5 below, no Event of Default exists nor does there exist
any event or condition which with notice, lapse of time and/or the consummation
of the transactions contemplated hereby would constitute an Event of Default.
5. Effectuation. The amendments to the Agreement contemplated by this
Amendment shall be deemed effective as of December 31, 1996 upon the full
execution of this Amendment and without any further action required by the
parties hereto. There are no conditions precedent or subsequent to the
effectiveness of this Amendment except as set forth in Section 3 above.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.
LASALLE NATIONAL BANK STIMSONITE CORPORATION
By: By:
Its Vice President Its President
LASALLE NATIONAL BANK, as XXXXXX TRUST AND SAVINGS BANK
Agent
By: By:
Its Vice President Its Vice President
