EXHIBIT 10.176
SIXTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS SIXTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(the "Sixteenth Amendment") dated as of September 30, 1999, by and among
CATALINA LIGHTING, INC., a Florida corporation (the "Borrower"), the
corporations listed on ANNEX I thereto (the "Guarantors"), the Banks signatories
to the Credit Agreement (as hereinafter defined) (the "Banks") and SUNTRUST
BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a national banking association, as
Agent (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent have
entered into that certain Third Amended and Restated Credit Agreement dated as
of May 12, 1994, as amended by that certain First Amendment to Third Amended and
Restated Credit Agreement, Second Amended and Restated Security Agreement, Third
Amended and Restated Stock and Notes Pledge, Third Amended and Restated
Agreement Regarding Factoring Proceeds, Consent and Waiver dated as of August
12, 1994, as further amended by that Second Amendment to Third Amended and
Restated Credit Agreement and Third Amended and Restated Stock and Notes Pledge,
dated as of February 23, 1995, as further amended by that Third Amendment to
Third Amended and Restated Credit Agreement and Consent, dated as of May 1,
1995, as further amended by that Fourth Amendment to the Third Amended and
Restated Credit Agreement, dated as of June 30, 1995, as further amended by that
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of
December 4, 1995, as further amended by that Sixth Amendment to Third Amended
and Restated Credit Agreement, Second Amendment to Second Amended and Restated
Security Agreement and Second Amendment to Third Amended and Restated Stock and
Notes Pledge, dated as of December 28, 1995, as further amended by that Seventh
Amendment to Third Amended and Restated Credit Agreement, dated as of March 18,
1996, as further amended by that Eighth Amendment to Third Amended and Restated
Credit Agreement, Third Amendment to Second Amended and Restated Security
Agreement, and Fourth Amendment to Third Amended and Restated Stock and Notes
Pledge, dated as of October 4, 1996, as further amended by that Ninth Amendment
to Third Amended and Restated Credit Agreement, dated as of December 30, 1996,
as further amended by that Tenth Amendment to Third Amended and Restated Credit
Agreement, dated as of March 31, 1997, as further amended by that Eleventh
Amendment to Third Amended and Restated Credit Agreement, dated as of September
30, 1997, as further amended by that Twelfth
Amendment to Third Amended and Restated Credit Agreement, dated as of December
31, 1997, as farther amended by that Thirteenth Amendment to Third Amended and
Restated Credit Agreement, dated as of March 31, 1998, as further amended by
that Fourteenth Amendment to Third Amended and Restated Credit Agreement, dated
as of September 30, 1998, and as further amended by that fifteenth Amendment to
Third Amended and Restated Credit Agreement, dated March 31, 1999 (as so
amended, the "Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended extend the availability of advances under the Credit
Agreement, to revise the interest rates and to revise certain financial and
other covenants; and
WHEREAS, the Banks and the Agent have agreed to amend the Credit
Agreement to provide for the foregoing, subject to the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended as
follows:
a. Section 1.1 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 1.1 COMMITMENTS. (a) Upon the terms and subject to the conditions
set forth herein, from the Agreement Date to but excluding the Termination
Date, each of the Banks severally, and not jointly, agrees (i) to make
Revolving Loans as provided in Section 2.1, (ii) to purchase
participations in Acceptances created and discounted by the Agent as
provided in Section 2.19, and (iii) to purchase participations in Standby
Letters of Credit and Trade Letters of Credit issued by the Agent for the
account of the Borrower as provided in Section 2.19.
(b) The sum of (i) the aggregate unpaid principal amount of any Bank's
Revolving Loans outstanding, plus (ii) the aggregate amount of such Bank's
participations in Acceptance Obligations, plus (iii) the aggregate amount
of such Bank's participations in Letter of
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Credit Obligations, shall not exceed at any time such Bank's Commitment.
(c) The sum of (i) the aggregate unpaid principal amount of all Revolving
Borrowings, plus (ii) the aggregate amount of all Acceptance Obligations,
plus (iii) the aggregate amount of all Standby Letter of Credit
Obligations and Trade Letter of Credit Obligations shall not exceed at any
time $25,000,000.00 (such amount as reduced from time to time pursuant to
the terms hereof, the "Total Commitment").
(d) The Total Commitment shall not exceed one hundred percent (100%) of
the book value of Borrower's and Guarantors' Inventory and Receivables
plus one hundred percent (100%) of Borrower's collected, unrestricted and
unencumbered cash deposits in Agent.
(e) The aggregate amount of the Standby Letter of Credit Obligations shall
not exceed the Standby Letter of Credit Cap.
(f) If at any time, the limitations set forth in this Section 1.1 are
exceeded, then the Borrower shall immediately repay the amounts in excess
of such limits."
b. Section 1.3 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 1.3 COMMITMENT FEE. (i) The Borrower agrees to pay to the Agent,
for the account of each Bank, a fee (a "Commitment Fee") for each day from
the Agreement Date to but excluding the Termination Date equal to 0.25%
per annum on such Bank's average daily unused Commitment. Said Commitment
Fee shall be calculated on the basis of a 360-day year and shall be
payable quarterly in arrears on the first Business Day of each October,
January, April and July, and on the Termination Date, commencing in July,
1994.
(ii) The Borrower will pay to the Agent for the benefit of the Banks which
are signatories hereto a fee in the amount of $50,000 on the date of
execution hereof.
(iii) The Borrower will pay to the Agent an annual administrative fee, in
advance, in the respective amount and on the dates previously agreed in
writing by Borrower and the Agent."
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c. Section 2.1 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 2.1. REVOLVING LOAN. Upon the terms and subject to the conditions
of this Agreement, each Bank shall, from time to time from the Agreement
Date to but excluding the Termination Date, make one or more Revolving
Loans to the Borrower in an amount equal to its Proportionate Share of
each Revolving Borrowing."
d. Section 2.3(a) of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 2.3(a). INTEREST AND FEES ON LOANS. (a) RATES ON LOANS. Each Loan
shall bear interest on the unpaid principal amount thereof until due
whether by acceleration or otherwise at a rate determined by reference to
Prime Rate Loan or LIBOR Loan. The applicable basis for determining the
rate of interest shall be selected by Borrower, at the time that the
Notice of Borrowing is given pursuant to Section 2.2 or at the time a
Notice of Conversion/Continuation is given pursuant to Section 2.2. If on
any Day any Loan is outstanding with respect to which such a notice has
not been delivered to Agent in accordance with the terms of this Agreement
specifying the basis for determining the rate of interest then for that
Day the Loan shall bear interest as set forth herein for a Prime Rate
Loan. The Loan shall bear interest as follows:
(i) A Prime Rate Loan at a fluctuating rate per annum equal to the
higher of (A) the Prime Rate or (B) the Federal Funds Rate plus 50
basis points (0.50%); or
(ii) Through December 31, 1999, a LIBOR Loan at a rate per annum equal
to the sum of the LIBOR plus 160 basis points (l.60%); or
(iii) After December 31, 1999, a LIBOR Loan at a rate per annum equal
to the sum of the LIBOR plus the LIBOR Margin (basis points) determined
in accordance with the Senior Funded Debt to Earnings Before Interest,
Taxes, Depreciation and Amortization (Sr. FD/EBITDA) ratio indicated
below determined as of the end of the preceding calendar quarter and
calculated on an annualized basis for the quarter ending September 30,
1999 and
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calculated on a rolling four (4) quarter basis for the end of each
quarter thereafter, any such change in the rate per annum to be
effective on the first day of the fiscal quarter after the fiscal
quarter in which financial statements are required to be furnished to
the Agent as provided herein:
===================================================================
Sr. FD/EBITDA LIBOR Margin
(basis points)
===================================================================
/less than/ 1.00 140
-------------------------------------------------------------------
/greater than/=1.00 & /less than/ 1.25 160
-------------------------------------------------------------------
=1.25 & /less than/ 1.75 180
-------------------------------------------------------------------
/greater than/=1.75 & /less than/ 2.25 200
-------------------------------------------------------------------
/greater than/=2.25 250
===================================================================
e. Section 2.4 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 2.4. MANDATORY REPAYMENT OF LOANS. All Loans outstanding on the
Termination Date shall mature and become immediately due and payable."
f. Section 2.5 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 2.5. OPTIONAL PREPAYMENTS OF LOANS. The Borrower may at any time
and from time to time upon one Business Day's notice prepay the Loans in
whole or in part without premium or penalty, except that any prepayment of
Loans by the Borrower shall be in an aggregate principal amount of at
least $100,000 or an integral multiple thereof, subject, however, to the
Borrower's right to repay all outstanding Revolving Loans in full. Amounts
to be prepaid shall irrevocably be due and payable on the date specified
in the applicable notice of prepayment, together with interest thereon as
provided in Section 2.3(d). Amounts prepaid in respect of Loans consisting
of Revolving Borrowings may be reborrowed, subject to the terms and
conditions hereof."
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g. Section 5.3 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.3. USE OF PROCEEDS. Except as otherwise provided in Section
5.6, use any Extension of Credit only (a) for the manufacture, purchase,
importation or shipment of inventory, (b) for refinancing certain Existing
Debt, and (c) for working capital purposes. None of the proceeds of any of
the Extensions of Credit shall be used to purchase or carry, or to reduce
or retire or refinance any credit incurred to purchase or carry, any
margin stock (within the meeting of Regulation U and X) or to extend
credit or otherwise for the purpose of purchasing or carrying any margin
stock. If requested by the Agent, the Borrower will furnish to the Agent
statements in conformity with the requirements of Federal Reserve Form U-1
referred to in Regulation U."
h. Section 5.6 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.6. MERGER, CONSOLIDATION, ACQUISITIONS AND DISPOSITION OF
ASSETS. Without the Required Banks' prior written consent, (a) merge or
consolidate with any Person, except that, if after giving effect thereto
no Default would exist, this Section 5.6 shall not apply to (i) any merger
or consolidation of the Borrower with any Subsidiary, provided that the
Borrower shall be the continuing entity, or (ii) any merger or
consolidation of any Subsidiary with any other Subsidiary if, after giving
effect thereto, the continuing entity is a Wholly-Owned Subsidiary of the
Borrower that has no Liabilities other than Permitted Debt, (b) except as
provided in Section 5.18(g), purchase, lease or otherwise acquire for cash
or other consideration (not including the Capital Securities of Borrower)
all or any substantial portion of the assets of any other Person (which
for the purposes of this Section shall mean more than 10% of the gross
assets of such Person or any business unit) provided, however, that no
prior written consent shall be required if (i) the operation of such
Person to be required is predominately in the same or related business as
the Borrower; (ii) the combination of cash consideration and assumed debt
in conjunction with such acquisition does not exceed
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$5,000,000.00; and (iii) after giving effect to such acquisition, the
Borrower shall be in compliance, on a proforma historical basis, with all
provisions and covenants contained in this Agreement, or (c) except as
provided in Section 5.10(b), sell, lease, transfer or otherwise dispose of
any assets, except that this Section 5.6 shall not apply to any creation
of a Permitted Lien or any disposition (i) of assets in the ordinary
course of business or (ii) of any retired property not used or useful in
its business, PROVIDED, HOWEVER, that prior to taking any action as
provided in this Section 5.6 which does not require the prior written
consent of the Required Banks, the Agent shall be furnished written notice
thereof by the Borrower or Guarantor."
i. Section 5.11. of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.11. PERMITTED DEBT. Without the Required Banks' prior written
consent, create, incur, assume or suffer to exist any Debt, other than:
(a) Debt arising under this Agreement or the other Loan Documents,
(b) Existing Debt,
(c) Purchase Money Debt and Capitalized Lease Obligations incurred in the
ordinary course of business after the Agreement Date which does not exceed
$1,000,000 in the aggregate for all such entities at any time outstanding,
(d) Debt evidenced by an Intercompany Note pledged to the Agent under the
Pledge Agreement,
(e) Subordinated Debt in form and substance acceptable in all respects to
the Agent and the Required Banks and evidenced by their written consent
thereto, and
(f) in the case of the Borrower, any other unsecured Debt which does not
exceed $200,000 in the aggregate for the Borrower at any time outstanding.
(g) mortgage loan of Borrower in an amount not to exceed One Million Five
Hundred Thousand Dollars ($1,500,000.00) payable to the Agent in
conjunction
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with the refinancing of Borrower's headquarters facility in Dade County,
Florida.
(h) mortgage loan of Xxxx Lighting, Inc. in conjunction with the issuance
of taxable variable rate industrial development revenue bonds by the
Mississippi Business Finance Corporation in an amount not to exceed Ten
Million Five Hundred Thousand Dollars ($10,500,000.00), payable to the
Agent as issuer of a direct pay letter of credit to secure said bonds."
j. Section 5.13 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.13 MINIMUM FIXED CHARGE COVERAGE RATIO. As at the last day of
each fiscal quarter, commencing with the fiscal quarter ending September
30, 1999, the Borrower's Fixed Charge Coverage Ratio shall equal at least
1.5:1.0, computed on a rolling four-quarter basis, based on information
contained in the Borrower's current financial statements and its financial
statements for the preceding three quarters."
k. Section 5.14 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.14 MAXIMUM FUNDED DEBT TO EBITDA RATIO. As at the last day of
each fiscal quarter, commencing with the fiscal quarter ending September
30, 1999, the Borrower's Funded Debt to EBITDA Ratio shall not exceed
3.25:1.00, computed on a rolling four-quarter basis, based on information
contained in the Borrower's current financial statements and its financial
statements for the preceding three quarters."
l. Section 5.15 of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.15 MAXIMUM SENIOR FUNDED DEBT TO EBITDA RATIO. As at the last
day of each fiscal quarter, commencing with the fiscal quarter ending
September 30, 1999, the Borrower's Senior Funded Debt to EBITDA Ratio
shall not exceed 2.50:1.00, computed on a rolling four-quarter basis,
based on information contained in the Borrower's current financial
statements and its financial statements for the preceding three quarters."
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m. Section 5.18(g) of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 5.18(g) the Borrower and any of its Subsidiaries may make other
investments, loans and advances in addition to those permitted by the
foregoing provisions of this Section 5.18 from time to time, provided that
the aggregate amount of such investments, loans and advances shall not
exceed $25,000,000.00 without the prior written consent of all Banks and,
further provided that not more than $5,000,000.00 of said aggregate amount
shall represent the aggregate amount of investments, loans and advances
made to Catalina Lighting Mexico, S.A. DE C.V. For the purpose of this
subsection, the $25,000,000.00 limitation referred to above shall not
include the net note receivable from Catalina Asia in the amount not to
exceed $1,000,000.00."
n. Section 6.1(e) of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 6.1(e) RECEIVABLE AND INVENTORY REPORT. At the time of furnishing
the quarterly financial statement as provided in Section 6.1(a) above and
at such other times as may be requested by the Agent, a Receivables aging
and Inventory summary report in form satisfactory to the Agent at the
expense of the Borrower."
o. Section 6.3(b) of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"Section 6.3(b) VISITS AND INSPECTIONS. Permit representatives (whether or
not officers or employees) of the Agent or the Banks, from time to time,
as often as may be reasonably requested, but only during normal business
hours, to (i) visit and inspect any properties of the Borrower, the
Guarantors and each of their respective Subsidiaries, (ii) inspect and
make extracts from their books and records, including but not limited to
management letters prepared by the Borrower's independent accountants,
(iii) discuss with their principal officers, and their independent
accountants, their respective businesses, assets, liabilities, financial
conditions, results of operations and business prospects and (iv) inspect
the Collateral and the premises upon which any of the Collateral is
located, verify the amount, quality, quantity, value and condition of, or
any
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other matter relating to, the Collateral and (v) annually, at the expense
of the Borrower, conduct an audit of the Receivables and Inventory. In the
event that any of the Collateral is under the exclusive control of any
third party, the Borrower and the Guarantors shall use their best efforts
to cause such parties to make such inspection rights available to the
Agent."
p. The following definitions found in Section ll.l(a) of the Credit Agreement
are hereby deleted, and in lieu thereof, there is substituted the following:
"PERMITTED GUARANTY" means a Guaranty that is (i) an endorsement of a
negotiable instrument for collection in the ordinary course of business,
(ii) subject to the limitations contained in Section 5.11, a Guaranty of
any Debt of any Guarantor, (iii) a Guaranty by the Borrower of Operating
Leases of any Guarantor reasonably required in its ordinary operations,
(iv) a Guaranty of the Debt of Go-Gro Industries Limited, a Hong Kong
corporation, for loans not in excess of Eight Million Dollars
($8,000,000.00), to primarily fund its working capital needs, (v) a
Guaranty of the Debt of Go-Gro Industries Limited, or the debt of a
Chinese cooperative joint venture controlled by Go-Gro Industries Limited,
for loans not in excess of $1,200,000.00 to fund equipment purchases, or
(vi) a Guaranty of the Debt of Foreign Subsidiaries (other than Catalina
Canada and Go-Gro Industries Limited) provided that such Debt of said
Foreign Subsidiaries shall not exceed at any time the total amount of
$1,000,000 and further provided that Borrower shall notify the Agent in
writing prior to guaranteeing any Debt of said Foreign Subsidiaries.
"REVOLVING BORROWING" shall mean a Borrowing consisting of Revolving
Loans.
"TERMINATION DATE" means the earlier of (i) March 31, 2002, as extended
from time to time pursuant to Section 1.4, and (ii) the date of
termination in whole of the Bank's Commitments pursuant to Section 1.2 or
7.2."
q. The following definitions are hereby inserted in Section ll.l(a) of the
Credit Agreement to read as follows:
"ADJUSTED CAPITAL EXPENDITURES" shall mean the capital expenditures of the
Borrower and Subsidiaries less the expenditures made by Borrower after the
date hereof for or related to the expansion of the Shenzhen Jiadianbao
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Electrical Products Company Limited facility, a Chinese cooperative joint
venture controlled by Go-Gro Industries Limited.
"CURRENT MATURITIES OF LONG TERM DEBT" shall mean the portion of Long Term
Debt of the Borrower and Subsidiaries, on a Consolidated basis, due during
the twelve (12) month period from the date said determination is to be
made.
"FIXED CHARGE COVERAGE RATIO" shall mean the ratio of (a) the Borrower's
and Consolidated Subsidiaries' Consolidated EBITDA plus, with the prior
written consent of the Agent, a one-time non-operating expenditure not to
exceed $1,500,000.00 less (i) Adjusted Capital Expenditures and (ii) all
income related to the Xxxxxxx litigation to (b) the sum of the Borrower's
and Subsidiaries' (i) Consolidated Interest Charges, (ii) Current
Maturities of Long Term Debt and (iii) Capitalized Lease Obligations.
"FUNDED DEBT," shall mean indebtedness of the Borrower and its
Consolidated Subsidiaries for borrowed money, every obligation of the
Borrower and its Consolidated Subsidiaries issued or assumed as the
deferred purchase price of assets or services (including securities
repurchase agreements but excluding trade accounts payable or accrued
liabilities arising in the ordinary course of business which are not
overdue in accordance with their terms or the Borrower's and its
Consolidated Subsidiaries' normal trade practice as applicable, or which
are being contested in good faith), and guarantees of such indebtedness,
recorded on the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries, including reimbursement obligations of the
Borrower and its Consolidated Subsidiaries with respect to letters of
credit which are due and owing and the amount of any indebtedness of the
Borrower and its Consolidated Subsidiaries for Capitalized Leases
Obligations which corresponds to principal, less, however, any
indebtedness which is cash collateralized.
"FUNDED DEBT TO EBITDA RATIO" shall mean, as at any date of determination
thereof, the ratio of (a) Funded Debt, to (b) consolidated EBITDA of
Borrower and Consolidated Subsidiaries plus, with the prior written
consent of the Agent, a one-time non-operating expenditure not to
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exceed $1,500,000.00 less all income related to the Xxxxxxx litigation.
"LONG TERM DEBT" shall mean those liabilities, or any portion thereof, the
maturity of which extends beyond twelve (12) months from the date said
determination is to be made.
"SENIOR FUNDED DEBT" shall mean all Funded Debt which is not Subordinated
Debt.
"SENIOR FUNDED DEBT TO EBITDA RATIO" shall mean the ratio of as at any
date of determination thereof, the ratio of (a) Senior Funded Debt, to (b)
consolidated EBITDA of Borrower and Consolidated Subsidiaries plus, with
the prior written consent of the Agent, a one-time non-operating
expenditure not to exceed $1,500,000.00 less all income related to the
Xxxxxxx litigation.
r. The following definitions found in Section ll.l(a) of the Credit Agreement
are hereby deleted:
"BORROWING BASE; BORROWING BASE CERTIFICATE; BORROWING BASE PERIOD;
NON-REVOLVING ADVANCE; QUALIFIED ACCOUNTS; QUALIFIED FACTORED RECEIVABLES;
and QUALIFIED INVENTORY."
s. Section 12.1(b) of the Credit Agreement is hereby deleted, and in lieu
thereof, there is substituted the following:
"(iv) ADDRESSES. All notices and other communications under this Agreement
shall be given at the following respective addresses and telex, telecopier
and telephone numbers and to the attention of the following Persons:
(1) If to the Borrower or any Guarantor:
Catalina Lighting, Inc.
00000 X.X. 00xx Xxxxxx
Xxxxx, Xxxxxxx 00000
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Xx. Xxxxxx X. Xxxxx
Treasurer
(2) If to the Agent:
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SunTrust Bank, Central Florida,
National Association
000 Xxxx Xxx Xxxx Xxxxxxxxx
0xx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxx
Telex No.: 4415-11 SunBank
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
(3) if to the Banks, at their respective address and telex, telecopier and
telephone numbers set forth on the signature pages hereto (as the same may
be amended from time to time);
or at such other address or telex, telecopier or telephone number or to
the attention of such other person as the party to whom such information
pertains may hereafter specify for the purpose in a notice to the other
specifically captioned "Notice of Change of Address".
t. The signature pages to the Credit Agreement are hereby amended as
reflected on the signature pages attached hereto.
2. COUNTERPARTS. The Sixteenth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.
3. CAPITALIZED TERMS. All capitalized terms contained herein shall have the
meanings assigned to them in the Credit Agreement unless the context herein
otherwise dictates or unless different meanings are specifically assigned to
such terms herein.
4. RATIFICATION OF LOAN DOCUMENTS; MISCELLANEOUS. The Credit Agreement as
amended hereby, and all other Loan Documents shall remain in full force and
effect in this Sixteenth Amendment to Credit Agreement shall not be deemed a
novation. Each and every reference to the Credit Agreement and any other Loan
Documents shall be deemed to refer to the Credit Agreement as amended by the
Sixteenth Amendment. The Borrower and the Guarantors hereby acknowledge and
represent that the Loan Documents, as amended, are, as of the date hereof, valid
and enforceable in accordance with their respective terms and are not subject to
any defenses, counterclaims or right of set-offs whatsoever.
5. GOVERNING LAW. THIS SIXTEENTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE BY
THE BANKS IN FLORIDA AND SHALL BE CONSTRUED IN
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ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD
TO CONFLICT OF LAW PRINCIPLES.
IN WITNESS WHEREOF, the parties have executed this Sixteenth Amendment
as of the day and year first above written.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
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SIGNATURE PAGE TO SIXTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
BY AND BETWEEN SUNTRUST, AS AGENT,
THE CATALINA ENTITIES AND THE BANKS
BORROWER:
CATALINA LIGHTING, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Vice President, Secretary,
Treasurer
GUARANTORS:
EACH OF THE CORPORATIONS LISTED
ON ANNEX I HERETO
CATALINA INDUSTRIES, INC.,
d/b/a Xxxx Lighting
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
CATALINA REAL ESTATE TRUST, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
ANGEL STATION, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
MERIDIAN LAMPS, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
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SIGNATURE PAGE TO SIXTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
BY AND BETWEEN SUNTRUST, AS AGENT,
THE CATALINA ENTITIES AND THE XXXXX
XXXXXXXX LIGHTING ARGENTINA, INC.,
f/k/a MERIDIAN LAMPS DEVELOPMENT,
INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
CATALINA ADMINISTRATIVE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
CATALINA MERCHANDISING, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Secretary, Treasurer
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SIGNATURE PAGE TO SIXTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
BY AND BETWEEN SUNTRUST, AS AGENT,
THE CATALINA ENTITIES AND THE BANKS
AGENT:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
Vice President
BANK
Amount of SUNTRUST BANK, CENTRAL FLORIDA,
Commitment: $15,000,000 NATIONAL ASSOCIATION, f/k/a SUN
BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Xxxxx X. Xxxxxx
Vice President
Lending Office:
000 Xxxx Xxx Xxxx Xxxxxxxxx
0xx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Address for purposes of Section 12.1:
SunTrust Banks, Inc.
000 Xxxx Xxx Xxxx Xxxxxxxxx
0xx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Telex No.: 0000-00 XxxXxxx
Xxxxxxxxxx No.: (000) 000-0000
Telephone No.: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxx
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SIGNATURE PAGE TO SIXTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
BY AND BETWEEN SUNTRUST, AS AGENT,
THE CATALINA ENTITIES AND THE BANKS
BANK:
NATIONAL BANK OF CANADA,
a Canadian chartered bank
Amount of By: /s/ Xxxxxxx X. Xxxxxxxxxxx
Commitment: $10,000,000 ----------------------------------
Vice President and Manager
Lending Office:
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx
Reference: Catalina Lighting, Inc.
Address for purposes of Section 12.1:
National Bank of Canada
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx
Telecopier (000) 000-0000
Telephone: (000) 000-0000
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