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EXHIBIT 4.25
AMENDMENT NO. 2
TO THE
TERM LOAN AGREEMENT
AND
AMENDMENT NO. 1
TO THE
REVOLVING CREDIT AGREEMENT
Amendment (the "Amendment"), dated as of September __, 1995, among
WAXMAN USA INC. (the "Company"), XXXXXXX INC., XXXXXX CONSUMER PRODUCTS GROUP
INC. and WOC INC. (the "Borrowers"), each a Delaware corporation; the financial
institutions listed on the signature pages hereof as a "Term Loan Lender" (each
individually a "Term Loan Lender" and collectively the "Term Loan Lenders");
the financial institutions listed on the signature pages hereof as a "Revolving
Credit Lender" (each individually a "Revolving Credit Lender" and collectively
the "Revolving Credit Lenders" and, together with the Term Loan Lenders, the
"Lenders"); CITIBANK, N.A. ("Citibank"), as agent for the Term Loan Lenders (in
such capacity, the "Term Loan Agent"); and CITICORP USA, INC., as agent for the
Revolving Credit Lenders (in such capacity, the "Revolving Credit Agent" and,
together with the Term Loan Agent, collectively, the "Agent").
W I T N E S S E T H
WHEREAS, the Company, the Borrowers, the Term Loan Lenders and the Term
Loan Agent have entered into a TERM LOAN CREDIT AGREEMENT, dated as of May 20,
1994 (as such agreement may be amended, modified, extended or refinanced from
time to time) (the "Term Loan Credit Agreement");
WHEREAS, the Company, the Borrowers, the Revolving Credit Lenders and
the Revolving Credit Agent have entered into a REVOLVING CREDIT AGREEMENT,
dated as of May 20, 1994 (as such agreement may be amended, modified, extended
or refinanced from time to time) (the "Revolving Credit Agreement" and,
together with the Term Loan Credit Agreement, the "Credit Agreements");
WHEREAS, the Company and the Borrower have requested that the Lenders
amend Article V of the Credit Agreements;
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NOW THEREFORE, in consideration of the premises and the covenants and
the agreements contained herein, the parties hereto agree as follows:
Section 1. Capitalized Terms. Capitalized terms used herein and not
otherwise defined have the meanings ascribed to them in the Credit Agreements.
Unless otherwise indicated, references herein to an Exhibit, Schedule, Article,
Section, subsection or clause refer to the appropriate Exhibit, or Schedule to,
or Article, Section or subsection in the Credit Agreements.
Section 2. Amendment. On the terms and subject to the conditions set
forth herein, the Lenders, at the request of the Company, hereby amend the
Credit Agreements as follows:
(a) The definition of "Trigger Event" is hereby amended by amending the
schedule set forth therein for the following Fiscal Quarters to read as follows:
September 30, 1995 1.30
December 31, 1995 1.30
March 31, 1996 1.40
June 30, 1996 1.50
(b) Article V is hereby amended by deleting ARTICLE V and replacing it
with the following:
"ARTICLE V"
FINANCIAL COVENANTS
From and after the Closing Date and as long as any of the
Obligations or Commitments remain outstanding, unless the Majority
Lenders otherwise consent in writing, the Company and each Borrower
agree with the Lenders and the Agent that (it being understood that
for the period from April 1, 1995 through March 31, 1996, all non-
recurring charges or reserves taken by the Company and its Subsidiaries
in connection either with the restructuring of Waxman Consumer
Products Group, Inc. or the sale of Waxman Consumer Products Group,
Inc. should not be included for purposes of determining whether a
breach has occurred pursuant to this Article V; it being further under-
stood that this shall not be deemed a consent to any such sale or
restructuring):
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5.1. MAXIMUM LEVERAGE RATIO. The Company shall maintain at the end of
each Fiscal Quarter set forth below on a consolidated basis, a ratio of
(a) Total Liabilities to (b) EBITDA for the 12 months then ending (or in the
case of the Fiscal Quarter ending June 30, 1994, the product of four and EBITDA
for the three months then ending or in the case of the Fiscal Quarter ending
September 30, 1994, the product of two and EBITDA for the six months then
ending or, in the case of the Fiscal Quarter ending December 31, 1994, the
product of 1.333 and EBITDA for the nine months then ending) not in excess of
the ratio set forth below opposite such Fiscal Quarter.
For the
Fiscal Quarter Ending on Maximum Ratio
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June 30, 1994 7.0
September 30, 1994 7.0
December 31, 1994 7.0
March 31, 1995 7.0
June 30, 1995 6.5
September 30, 1995 6.0
December 31, 1995 6.0
March 31, 1996 5.6
June 30, 1996 and thereafter 5.6
5.2 FIXED CHARGE COVERAGE RATIO. The Company shall maintain at the
end of each Fiscal Quarter set forth below, a ratio of (a) EBITDA less Capital
Expenditures (other than in respect of Capitalized Leases) less income taxes
paid to (b) Fixed Charges, in each case determined on the basis of the four
Fiscal Quarters ending on the date of determination (except that (i) in the
case of the Fiscal Quarter ending June 30, 1994, such determination shall be
made based on the three months then ending, (ii) in the case of the Fiscal
Quarter ending September 30, 1994, such determination shall be made based on
the six months then ending, and (iii) in the case of the Fiscal Quarter ending
December 31, 1994, such determination shall be based on the nine months then
ending), not less than the ratio set forth below opposite such Fiscal Quarter:
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For the
Fiscal Quarter Ending on Minimum Ratio
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June 30, 1994 1.05
September 30, 1994 1.10
December 31, 1994 1.10
March 31, 1995 1.05
June 30, 1995 1.05
September 30, 1995 0.95
December 31, 1995 0.90
March 31, 1996 0.95
June 30, 1996 1.00
September 30, 1996 1.00
December 31, 1996 1.00
March 31, 1997 1.00
June 30, 1997 and thereafter 1.30
5.3 MAINTENANCE OF ADJUSTED NET WORTH. The Company shall maintain at
the end of each month set forth below an Adjusted Net Worth of not less than
the minimum amount set forth below for such month (it being understood that
(13,000,000) is less than (11,000,000)):
For each Minimum Adjusted
Fiscal Quarter Ending on Net Worth
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June 30, 1994 $20,000,000
September 30, 1994 20,600,000
December 31, 1994 21,250,000
March 31, 1995 22,000,000
June 30, 1995 33,000,000
September 30, 1995 36,000,000
December 31, 1995 41,500,000
March 31, 1996 46,500,000
June 30, 1996 and thereafter 52,000,000
5.4 CAPITAL EXPENDITURES. The Borrowers shall not permit any Capital
Expenditures the result of which is that the Capital Expenditures for the
period from December 31, 1993 until such date is in excess of the maximum
amount set forth below for such Fiscal Quarter in which such date falls:
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Maximum Amount of
Fiscal Quarter Ending on Capital Expenditures
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June 30, 1994 $1,750,000
September 30, 1994 2,750,000
December 31, 1994 3,750,000
March 31, 1995 4,750,000
June 30, 1995 5,600,000
September 30, 1995 6,200,000
December 31, 1995 7,500,000
March 31, 1996 8,200,000
June 30, 1996 9,000,000
September 30, 1996 9,200,000
December 31, 1996 9,400,000
March 31, 1997 10,000,000
June 30, 1997 10,600,000
September 30, 1997 11,200,000
December 31, 1997 11,800,000
March 31, 1998 12,500,000
5.5. EBITDA to Total Cash Interest Ratio. The Company shall maintain
at the end of each Fiscal Quarter set forth below a ratio of EBITDA to Cash
Interest Expense, in each case determined based on the four Fiscal Quarters
ending on the date of determination (except that (i) in the case of the Fiscal
Quarter ending June 30, 1994, such determination shall be made based on the
three months then ending, (ii) in the case of the Fiscal Quarter ending
September 30, 1994, such determination shall be made based on the six months
then ending, and (iii) in the case of the Fiscal Quarter ending December 31,
1994, such determination shall be based on the nine months then ending) of not
less than the ratio set forth below for such Fiscal Quarter:
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For each Fiscal Quarter
Ending on Minimum Ratio
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June 30, 1994 1.25
September 30, 1994 1.30
December 31, 1994 1.30
March 31, 1995 1.35
June 30, 1995 1.35
September 30, 1995 1.29
December 31, 1995 1.29
March 31, 1996 1.35
June 30, 1996 1.45
September 30, 1996 1.45
December 31, 1996 1.45
March 31, 1997 1.50
June 30, 1997 1.50
September 30, 1997 1.75
December 31, 1997 1.75
March 31, 1998 1.75
Section 3. CONDITIONS PRECEDENT TO EFFECTIVENESS.
3.1. CONDITIONS PRECEDENT. This Amendment shall become effective
on the date (the "Effective Date") upon which the agent shall have received
executed counterparts of this Amendment from the Majority Lenders (as defined
under the Term Loan Credit Agreement) and the Majority Lenders (as defined
under the Revolving Credit Agreement).
Section 4. MISCELLANEOUS.
4.1 REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) Except for the amendments specified above, the Credit Agreements,
the Collateral Documents (as defined in each of the Credit Agreements) and each
other Loan Document (as defined in each of the Credit Agreements) shall remain
and continue to be in full force and effect in accordance with their respective
terms, and the Credit Agreement and each Collateral Document is hereby
ratified, confirmed and acknowledged by each party thereto.
(b) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment or waiver of
any right, power or remedy of any Borrower, Lender, Agent or the Company under
the Credit Agreements or the Loan Documents nor constitute an amendment or
waiver of any provision of
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any of the Collateral Documents or any of the other Loan Documents.
4.2 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4.3 Section Titles. The section titles contained in this Amendment
are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
4.4 Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
WAXMAN USA INC.
By:___________________________________
Title:
Borrowers
XXXXXXX INC.
By:___________________________________
Title:
WOC INC.
By:__________________________________
Title:
WAXMAN CONSUMER PRODUCTS GROUP INC.
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By:__________________________________
Title:
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Agent
CITIBANK, N.A.
as Term Loan Agent
By:_______________________________
Title: Vice-President
CITIBANK, N.A.
as Revolving Credit Agent
By:_______________________________
Title: Vice-President
Lenders
CITIBANK, N.A., as Term Loan Lender
By:________________________________
Title: Vice-President
CITICORP USA, INC., as Revolving
Credit Lender
By:________________________________
Title: Vice-President
XXXXXX FINANCIAL, INC., as Term
Loan Lender and Revolving Credit
Lender
By:________________________________
Title:
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SANWA BUSINESS CREDIT CORPORATION,
as Revolving Credit Lender
By:_______________________________
Title:
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