EXHIBIT 10.1
CANDLE CORPORATION WORLDWIDE, INC.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Bank of America Illinois (formerly known as Continental Bank N.A.)
Chicago, Illinois
Ladies and Gentlemen:
We refer to the Amended and Restated Credit Agreement dated as of
January 31, 1994 currently in effect between you and us as amended by that
certain First Amendment dated as of March 28, 1994, that certain Second
Amendment dated as of September 13, 1994 and that certain Third Amendment dated
as of August 24, 1995 (such Credit Agreement as so amended being hereinafter
referred to as the "CREDIT AGREEMENT"). Capitalized terms used without
definition below shall have the same meanings herein as they have in the Credit
Agreement.
The Parent and the Borrowers hereby apply to you (the "LENDERS") to reduce
certain rates and fees relating to the Revolving Credit, to amend certain of the
financial covenants contained in the Credit Agreement and to make certain other
amendments to the borrowing arrangements between you and us.
Accordingly, this letter shall serve as an agreement between the Lenders,
the Parent and the Borrowers amending the Credit Agreement as hereinafter set
forth.
1. PRICING.
Upon the effectiveness of this Amendment as hereinafter set forth, the
Applicable LIBOR Margin shall be 0.40% until next adjusted in accordance with
the definition of such term. Accordingly, upon such effectiveness, the first
sentence of the definition of the term "APPLICABLE LIBOR MARGIN" appearing in
Section 5 of the Credit Agreement shall be amended and as so amended shall be
restated in its entirety to read as follows:
"APPLICABLE LIBOR MARGIN" MEANS 0.40%.
2. OTHER AMENDMENTS.
Upon the effectiveness of this Amendment as hereinafter set forth, the
Credit Agreement shall be and hereby is further amended as follows:
(a) REDUCED COMMITMENT FEE. The first sentence of subsection (a) of
Section 3.1 of the Credit Agreement shall be amended and as so amended
shall be restated in its entirety to read as follows:
"FOR THE PERIOD FROM THE DATE HEREOF TO AND INCLUDING THE
REVOLVING CREDIT TERMINATION DATE, THE COMPANY SHALL PAY TO THE AGENT
FOR THE ACCOUNT OF THE LENDERS A COMMITMENT FEE AT THE RATE OF 1/8 OF
1% PER ANNUM (COMPUTED ON THE BASIS OF A YEAR OF 360 DAYS AND THE
ACTUAL NUMBER OF DAYS ELAPSED) ON THE AVERAGE DAILY UNUSED PORTION OF
THE REVOLVING CREDIT COMMITMENTS AVAILABLE HEREUNDER."
(b) TERMINATION DATE EXTENSION. The definition of Revolving Credit
Termination Date appearing in Section 5 of the Credit Agreement shall be
amended and as so amended and restated shall read as follows:
""REVOLVING CREDIT TERMINATION DATE" MEANS (X) JULY 21,
1998, OR (y) IF EARLIER, SUCH EARLIER DATE ON WHICH THE REVOLVING
CREDIT COMMITMENTS ARE TERMINATED IN WHOLE PURSUANT TO SECTIONS 3.4,
9.2 OR 9.3 HEREOF, OR (z) IF LATER, SUCH LATER DATE TO WHICH THE
REVOLVING CREDIT COMMITMENTS ARE EXTENDED PURSUANT TO SECTION 11.14
HEREOF."
(c) TOTAL FUNDED DEBT DEFINED. A definition of "TOTAL FUNDED DEBT"
shall be inserted into Section 5 of the Credit Agreement in its appropriate
alphabetical position and shall read as follows:
"TOTAL FUNDED DEBT" means, at any time the same is to be
determined, the aggregate of all Indebtedness of the Parent and its
Subsidiaries at such time, PLUS all Indebtedness of any other Person
which is directly or indirectly guaranteed by the Parent or any of its
Subsidiaries or which the Parent or any of its Subsidiaries has agreed
(contingently or otherwise) to purchase or otherwise acquire or in
respect of which the Parent or any of its Subsidiaries has otherwise
assured a creditor against loss.
(d) LEVERAGE RATIO REMOVED. Section 8.7 of the Credit Agreement
shall be amended and as so amended shall be restated in their entirety to
read as follows:
"SECTION 8.7. [INTENTIONALLY OMITTED]."
(e) TANGIBLE NET WORTH. Section 8.8 of the Credit Agreement shall be
amended and as so amended shall be restated in its entirety to read as
follows:
"SECTION 8.8. ADJUSTED TANGIBLE NET WORTH. THE PARENT
WILL, AS OF THE LAST DAY OF EACH FISCAL QUARTER OF THE PARENT,
MAINTAIN ADJUSTED TANGIBLE NET WORTH AT NOT LESS THAN THE MINIMUM
REQUIRED AMOUNT. FOR PURPOSES OF THIS SECTION 8.8, THE TERM "MINIMUM
REQUIRED AMOUNT" SHALL MEAN $120,000,000 PLUS (BUT ONLY IF POSITIVE)
FIFTY PERCENT (50%) OF NET INCOME FOR THE PERIOD (TAKEN AS A SINGLE
ACCOUNTING PERIOD) FROM AND INCLUDING JANUARY 31, 1996 THROUGH THE
DATE OF SUCH DETERMINATION."
(f) NEW DEBT TO EARNINGS RATIO. Section 8.9 of the Credit Agreement
is hereby amended and as so amended and restated shall read as follows:
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"SECTION 8.9. DEBT TO EARNINGS RATIO. THE PARENT SHALL
NOT, AS OF THE LAST DAY OF EACH FISCAL QUARTER OF THE PARENT, PERMIT
THE RATIO OF TOTAL FUNDED DEBT FOR THE FOUR FISCAL QUARTERS OF THE
PARENT THEN ENDED TO EBITDA OF THE PARENT FOR THE SAME FOUR FISCAL
QUARTERS THEN ENDED (THE "DEBT TO EARNINGS RATIO") TO BE MORE THAN
1.00 TO 1.00."
(g) NO SPECIFIC RESTRICTION ON DEBT. Section 8.11 of the Credit
Agreement shall be and hereby is deleted in its entirety.
(h) AI. The parties hereto acknowledge and agree that AI Inc. is no
longer a party to the Credit Agreement by virtue of its merger into
Aromatic Industries, Inc. in February of 1994, with Aromatic being the
corporation surviving such merger.
3. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject
to the satisfaction of all of the following conditions precedent:
(a) The Parent, the Borrowers and the Lenders shall have executed
this Amendment.
(b) Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Lenders and their counsel.
(c) The Parent and each Borrower shall be in compliance with the
terms of the Credit Agreement as amended hereby and no Default or Event of
Default shall have occurred or be continuing.
(d) The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amendment to the extent
the Lenders or their counsel may reasonably request.
4. REPRESENTATIONS REAFFIRMED. In order to induce the Lenders to execute
and deliver this Agreement, the Parent and each Borrower hereby represent to the
Lenders that as of the date hereof and as of the time that this Amendment
becomes effective, each of the representations and warranties set forth in
Section 6 of the Credit Agreement are and shall be true and correct (except that
the representations contained in Section 6.4 shall be deemed to refer to the
most recent financial statements of the Borrower delivered to the Lenders
pursuant to Section 8.5 of the Credit Agreement) and no Event of Default or
Default shall have occurred or be continuing. The Guarantors confirm their
Guaranties remain in full force and effect.
5. MISCELLANEOUS. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed shall be an original but all of which shall constitute
one and the same instrument. Except as specifically amended and modified
hereby, all of the terms and conditions of the Credit Agreement shall stand and
remain unchanged and in full force and effect. No reference to this Amendment
need be made in any note, instrument or other document making reference to the
Credit Agreement, any reference to the Credit Agreement in any such note,
instrument
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or other document to be deemed to be a reference to the Credit Agreement as
amended hereby. The Company confirms its agreement to pay the reasonable fees
and disbursements of Messrs. Chapman and Cutler, counsel to the Agent, and
Messrs. Mayer, Brown & Platt, counsel to Bank of America Illinois, in each case
in connection with the preparation, execution and delivery of this Amendment and
the transactions and documents contemplated hereby. This instrument shall be
construed and governed by and in accordance with the laws of the State of
Illinois (without regard to principles of conflicts of laws).
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Dated as of this 18th day of July, 1996.
CANDLE CORPORATION WORLDWIDE, INC.
BLYTH INDUSTRIES, INC.
CANDLE CORPORATION OF AMERICA
PARTYLITE GIFTS, INC.
AROMATIC INDUSTRIES, INC.
By /s/ Howard E. Rose
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Howard E. Rose
Vice President of Each
PARTYLITE GIFTS LIMITED, CANADA
By /s/ Howard E. Rose
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Its Vice President
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CANDLE CORPORATION OF AMERICA
HONGKONG LIMITED
By /s/ Howard E. Rose
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Its Vice President
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PARTYLITE IRELAND, LTD.
By /s/ Howard E. Rose
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Its Vice President
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PARTYLITE GMBH
By /s/ Howard E. Rose
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Its Vice President
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Accepted and agreed to as of the date last above written.
HARRIS TRUST AND SAVINGS BANK,
individually and as Agent
By /s/ Mary Lou Bartlett
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Its Vice President
BANK OF AMERICA ILLINOIS
By /s/ Marcia Clausen
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Its Vice President
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