EXHIBIT 10.03
FOURTH AMENDMENT TO
LOAN AND SECURITY AGREEMENT
As of May 21, 1999
THIS FOURTH AMENDMENT is made to the May 30, 1997 Loan and Security
Agreement, as amended (the "Loan Agreement") between
BankBoston Retail Finance Inc. (formerly known as "GBFC, Inc."), a Delaware
corporation with its principal executive offices at 40 Broad Street, Boston,
Massachusetts, as Administrative Agent for the ratable benefit of the "Lenders"
and as a "Lender;
Fleet National Bank, a national banking association with offices at One
Federal Street, Boston, Massachusetts, as Co-Agent for the ratable benefit of
the Lenders and as a "Lender;
and
JBI, Inc. a Massachusetts corporation with its principal executive
offices at 555 Turnpike Street, Canton, Massachusetts 02012, as "Lead Borrower"
and as agent for the "Borrowers", being the following:
JBI, Inc.;
Morse Shoe, Inc. (a Delaware corporation with its principal executive
offices at 555 Turnpike Street, Canton, Massachusetts, 02012); and
JBI Holding Company, Inc. (a Delaware corporation with its principal
executive offices at 900 Market Street, Wilmington, DE, 19801),
in consideration of the mutual covenants contained herein and benefits to be
derived herefrom,
WITNESSETH:
The Loan Agreement is amended as follows:
Article 10 of the Loan Agreement is amended by the addition of the
following Section:
10-14. Payment of Guaranty The payment, by JBI, Inc. or by Morse Shoe, Inc., of
any amount due under that corporation's May 21, 1999 Guaranty of Collection of
the Liabilities of JBI Apparel, Inc. (as such Guaranty may be amended, revised,
or replaced) unless (a) no Event of Default has occurred; and (b) no Suspension
Event will occur by reason of the making of such payment; and (c) immediately
after such payment, Availability is not less than Five Million Dollars
($5,000,000.00).
EXHIBIT 9-11(a) of the Loan Agreement (Financial Performance Covenants) is
amended by its replacement with EXHIBIT 9-11(a) annexed to this Fourth
Amendment.
The Agents and Lenders
BANKBOSTON RETAIL FINANCE INC. FLEET NATIONAL BANK
(Formerly "GBFC, Inc.")
By /s/ Betsy Ratto By /s/ Gregory Kress
Print Name: Betsy Ratto Print Name: Gregory Kress
Title: Vice President Title: AVP
The Lead Borrower
JBI, INC.
By /s/ Philip Rosenberg
Print Name: Philip Rosenberg
Title: Executive Vice President
The Borrowers
JBI, INC. MORSE SHOE, INC.
By /s/ Philip Rosenberg By /s/ Philip Rosenberg
Print Name: Philip Rosenberg Print Name: Philip Rosenberg
Title: Executive Vice President Title: Executive Vice President
JBI HOLDING COMPANY, INC.
By /s/ Philip Rosenberg
Print Name: Philip Rosenberg
Title: Executive Vice President
EXHIBIT 9-11(a)
FINANCIAL PERFORMANCE COVENANTS
1. EBITDA: The Borrowers shall not permit or suffer their Consolidated
EBITDA, tested monthly, on an accruing monthly basis, at the end of
each of the Borrowers' fiscal months (with the first test period of
March 31, 1999), to be less than one of the following, nor less than
such minima as may be set by the Administrative Agent pursuant to the
Loan Documents for subsequent fiscal periods based upon the Lender's
review of the Borrowers' Business Plan and annual forecast for such
subsequent fiscal periods as required by such documentation:
MINIMUM CONSOLIDATED EBITDA: $ Thousands
("< >" denotes Negative Number)
Fiscal Month Min. Consolidated EBITDA
------------ ------------------------
March 300
April 1,800
May 4,350
June 6,207
July 6,529
August 7,527
September 8,691
October 10,103
November 11,575
December 14,348
2000 January 10,628
2. Minimum Excess Availability: The Borrower shall not suffer or permit
Availability to be less than $7,000,000.00 for the period commencing
December 15, 1999 through and including January 31, 2000.
3. Per Store Minimum and Maximum Inventory: The Borrowers shall not suffer
or permit the Retail of their Inventory, divided by the number of the
Borrowers' retail locations, to be less than or greater than the
following (nor less than or greater than such minima and maxima as may
be set by the Administrative Agent pursuant to the Loan Documents for
subsequent fiscal periods based upon the Lender's review of the
Borrowers' Business Plan and annual forecast for such subsequent fiscal
periods as required by such documentation), to be tested monthly:
PER STORE
MINIMUM / MAXIMUM INVENTORY($ Thousands)
Fiscal Month Minimum Maximum
------------ ------- -------
1999 February 140.3 171.5
March 149.9 183.2
April 139.2 170.1
May 134.2 164.0
June 124.3 152.0
July 135.8 166.0
August 114.0 139.3
September 121.5 148.5
October 119.3 145.8
November 108.3 132.3
December 89.9 109.8
2000 January 99.4 121.5
4. Gross Margin: The Borrowers will not suffer or permit their
Consolidated Gross Margin, tested monthly, on a two month rolling
average basis, at the end of each of the Borrowers' fiscal months (with
the first test period of March 31, 1999) to be less than the following
(nor less than such minima as may be set by the Administrative Agent
pursuant to the Loan Documents for subsequent fiscal periods based upon
the Lender's review of the Borrowers' Business Plan and annual forecast
for such subsequent fiscal periods as required by such documentation):
MINIMUM GROSS MARGIN - TWO MONTH ROLLING AVERAGE BASIS
Fiscal Month Minimum Gross Margin %
------------ ----------------------
March 43.5
April 43.4
May 43.1
June 41.9
July 41.8
August 42.1
September 43.1
October 44.2
November 42.9
December 41.6
2000 January 41.4
5. Capital Expenditures: The Borrowers will not suffer or permit their
Consolidated Capital Expenditures to exceed $3,000,000.00 for any
fiscal year, commencing with the Borrowers fiscal year ending in
January, 2000.