Exhibit 10(oo)
NUTRAMAX PRODUCTS, INC.
0 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Dated as of: August 31, 1998
BankBoston, N.A.
Individually and as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Fleet National Bank
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
National Bank of Canada
Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
The Sumitomo Bank, Limited
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Senior Debt Portfolio
c/o Xxxxx Xxxxx Management
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Sixth Amendment to Revolving Credit and Term Loan Agreement
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Ladies and Gentlemen:
We refer to the Revolving Credit and Term Loan Agreement dated as of
December 30, 1996, as amended by a First Amendment to Revolving Credit and Term
Loan Agreement dated as of September 11, 1997, by a Second Amendment to
Revolving Credit and Term Loan Agreement dated as of November 26, 1997, by a
Third Amendment to Revolving Credit and Term Loan Agreement dated as of January
20, 1997 (and effective as of September 28, 1997), by a Fourth Amendment to
Revolving Credit and Term Loan Agreement dated as of March 31, 1998, and by a
Fifth Amendment to Revolving Credit and Term Loan Agreement dated as of May 7,
1998, (as so amended, the "Loan Agreement"), among NutraMax Products, Inc. (the
"Borrower"), the banking institutions referred to therein as Banks (the "Banks")
and The First National Bank of Boston (now known as BankBoston, N.A.), as agent
(the "Agent"). Upon the terms and subject to the conditions contained in the
Loan Agreement, you agreed to make Revolving Loans and Term Loans to, and issue
Letters of Credit for the account of, the Borrower.
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Terms used in this letter of agreement (the "Sixth Amendment") which are
not defined herein, but which are defined in the Loan Agreement, shall have the
same respective meanings herein as therein.
We have requested and you have agreed to make certain modifications of the
Loan Documents (collectively, the "Modifications"), and you have advised us that
you are prepared and would be pleased to make the Modifications so requested by
us on the condition that we join with you in this Sixth Amendment.
Accordingly, in consideration of these premises, the promises, mutual
covenants and agreements contained in this Sixth Amendment, and fully intending
to be legally bound by this Sixth Amendment, we hereby agree with you as
follows:
ARTICLE I
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AMENDMENTS TO LOAN AGREEMENT
----------------------------
Effective as of August 31, 1998 (the "Sixth Amendment Date"), the Loan
Agreement is amended in each of the following respects:
(a) The terms "Loan Documents" and "Security Documents" shall,
wherever used in any of the Loan Documents or Security Documents, be deemed to
also mean and include this Sixth Amendment.
(b) The term "Subordinated Debt Documents" shall, whenever used in
any of the Loan Documents or Security Documents, be deemed to also mean and
include any required consents in form and substance reasonably satisfactory to
the Banks and the Agent, between the Borrower and ING, as referenced in Article
III(f)(iii) below.
(c) The term "Obligations" shall, whenever used in any of the Loan
Documents or Security Documents, be deemed to also mean and include any and all
Overadvances.
(d) The first paragraph of Section 2.20 of the Loan Agreement is
amended to read in its entirety as follows:
"2.20 Notwithstanding the provisions of Sections 2.1(a), at the
Borrower's request, the Banks will make Revolving Loans to the Borrower at a
time when the debit balance in the Loan Account in respect of Revolving
Loans and Letters of Credit exceeds the Borrowing Base or which cause the
debit balance in the Loan Account in respect of Revolving Loans and Letters
of Credit to exceed the Borrowing Base (any such Loan or Loans being herein
referred to individually as an "Overadvance" and collectively as
"Overadvances"), provided that: (i)_the aggregate amount of the Overadvances
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at any one time outstanding shall not exceed $1,500,000; (ii)_in no event
shall the debit balance in the Loan Account in respect of Revolving Loans
and Letters of Credit at any one
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time outstanding exceed the Revolving Credit Commitments of all of the
Banks; and (iii)_no Default or Event of Default shall exist hereunder at the
time any Overadvance is requested or outstanding. Failure of the Borrower to
maintain any of the foregoing conditions (other than the condition under
clause (iii) that no Default shall exist) shall constitute an immediate
Event of Default hereunder, and shall be deemed to be a failure to perform
an Obligation hereunder. The Agent shall enter such Overadvances, along with
all interest, expenses and charges relating thereto, as debits in the Loan
Account. Notwithstanding anything contained in this Section_2 or otherwise,
unless sooner demanded as a result of the failure to meet any of the
conditions set forth in clauses_(i) through (iii) above, the Borrower shall
pay all outstanding Overadvances on or before September_21, 1998 (the
"Overadvance Termination Date")."
ARTICLE II
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REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------
The Borrower hereby represents, warrants and covenants to you as follows:
(a) Representations in Loan Agreement. Each of the representations and
---------------------------------
warranties made by the Borrower to you in the Loan Agreement was true, correct
and complete when made and is true, correct and complete in all material
respects on and as of the date hereof with the same full force and effect as if
each of such representations and warranties had been made by the Borrower on the
date hereof and in this Sixth Amendment.
(b) No Defaults or Events of Default. No Default or Event of Default
--------------------------------
exists on the date of this Sixth Amendment (after giving effect to all of the
arrangements and transactions contemplated by this Sixth Amendment).
(c) Binding Effect of Documents. This Sixth Amendment has been duly
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executed and delivered to you by the Borrower and the Subsidiaries (as the case
may be) and is in full force and effect as of the date hereof, and the
agreements and obligations of the Borrower and the Subsidiaries (as the case may
be) contained herein constitute legal, valid and binding obligations of the
Borrower and the Subsidiaries (as the case may be) enforceable against them in
accordance with their terms.
ARTICLE III
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PROVISIONS OF GENERAL APPLICATION
---------------------------------
(a) No Other Changes. Except to the extent specifically amended and
----------------
supplemented hereby, all of the terms, conditions and the provisions of the Loan
Agreement, the Notes and each of the other Loan Documents shall remain
unmodified, and the Loan Agreement, the Notes and each of the other Loan
Documents, as amended and supplemented by this Sixth Amendment, are confirmed as
being in full force and effect.
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(b) Governing Law. This Sixth Amendment is intended to take effect as a
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sealed instrument and shall be deemed to be a contract under the laws of The
Commonwealth of Massachusetts. This Sixth Amendment and the rights and
obligations of each of the parties hereto shall be governed by and interpreted
and determined in accordance with the laws of The Commonwealth of Massachusetts.
(c) Binding Effect; Assignment. This Sixth Amendment shall be binding
--------------------------
upon and inure to the benefit of each of the parties hereto and their respective
successors in title and assigns.
(d) Counterparts. This Sixth Amendment may be executed in any number of
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counterparts, each of which when executed and delivered shall be deemed an
original, but all of which together shall constitute one instrument. In making
proof of this Sixth Amendment, it shall not be necessary to produce or account
for more than one counterpart hereof signed by each of the parties hereto.
(e) Conflict with Loan Agreement. If any of the terms of this Sixth
----------------------------
Amendment shall conflict in any respect with any of the terms of the Loan
Agreement or any other Loan Document, the terms of this Sixth Amendment shall be
controlling.
(f) Conditions Precedent. This Sixth Amendment shall become and be
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effective as of the Sixth Amendment Date, but only if:
(i) the form of acceptance at the end of this Sixth Amendment
shall be signed by the Borrower, each Subsidiary, the Agent and the
Banks;
(ii) each Bank which is a signatory to this Sixth Amendment shall
have received an amendment fee from the Borrower in the amount of
$10,000; and
(iii) the Banks and the Agent shall have received satisfactory
evidence that Internationale Nederlanden (U.S.) Capital Corporation
("ING") has provided any and all required consents to the
Modifications and, to the extent necessary, has entered into
modifications to the Subordinated Debt Documents in form and
substance satisfactory to the Banks and the Agent in connection
therewith.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this Sixth Amendment and return such
counterpart to the undersigned, whereupon this Sixth Amendment, as so accepted
by you, shall become a binding agreement among you and the undersigned.
Very truly yours,
The Borrower:
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NUTRAMAX PRODUCTS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: Vice President
(reminder of page intentionally left blank)
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The foregoing Sixth Amendment is hereby accepted by the undersigned
effective as of August 31, 1998.
The Agent:
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BANKBOSTON, N.A. (f/k/a The First National Bank of Boston),
individually and as Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Title: Director
FLEET NATIONAL BANK
By: /s/ Xxx X. Xxxxx
---------------------------------
Title: Vice President
NATIONAL BANK OF CANADA
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------
Title: Vice President
By: /s/ A. Xxxxx Xxxxxxx
---------------------------------
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxx
---------------------------------
Title: Vice President
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as investment advisor
By: /s/ Xxxxx X. Page
----------------------------
Title: Vice President
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CONSENT OF GUARANTORS
---------------------
Each of the undersigned has guaranteed the Obligations under (and as
defined in) the Agreement by executing separate Guaranties, each dated as of
December 30, 1996 (or, in the case of the last three signatories listed below,
as of September 11, 1997). By executing this letter, each of the Subsidiaries
hereby absolutely and unconditionally reaffirms the Guaranty to which it is a
party, and acknowledges and agrees to the terms and conditions of this letter
agreement and the Loan Agreement and the other Loan Documents as amended hereby
(including, without limitation, the making of the representations and warranties
and the performance of the covenants applicable to it herein or therein).
NUTRAMAX HOLDINGS, INC., Guarantor
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
NUTRAMAX HOLDINGS II, INC.,
Guarantor
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
OPTOPICS LABORATORIES,
CORPORATION, Guarantor
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
FAIRTON REALTY HOLDINGS, INC.,
Guarantor
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
ORAL CARE, INC., Guarantor
By: /s/ Xxxxxx X. Xxxxx
--------------------------
Title: Vice President
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XXXXXXXX REALTY, INC., Guarantor
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
POWERS PHARMACEUTICAL
CORPORATION, Guarantor
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Title: Vice President
CERTIFIED CORP., Guarantor
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
ADHESIVE COATINGS, INC.,
Guarantor
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
ELMWOOD PARK REALTY, INC.,
Guarantor
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
FIRST AID PRODUCTS, INC.,
Guarantor
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Title: Vice President
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