Exhibit 10.19
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SEVENTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
AND
SIXTH AMENDMENT TO
CREDIT AGREEMENT
Dated as of March 3, 2000
Among
SPECIALTY CATALOG CORP.
SC CORPORATION, d/b/a SC DIRECT
SC PUBLISHING, INC.
DAXBOURNE INTERNATIONAL LIMITED
and
FLEET NATIONAL BANK
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SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
AND
SIXTH AMENDMENT TO CREDIT AGREEMENT
This SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT and SIXTH AMENDMENT
TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 3, 2000 by
and among SPECIALTY CATALOG CORP., a Delaware corporation (the "Company" or the
"Parent"), SC CORPORATION, a Delaware corporation d/b/a SC DIRECT ("SC Direct"),
and SC PUBLISHING, INC., a Delaware corporation ("SC Publishing") (each a "U.S.
Borrower" and collectively, the "U.S. Borrowers"), DAXBOURNE INTERNATIONAL
LIMITED, (Registered No. 3369640), a private company limited by shares formed
under the laws of England and Wales (the "U.K. Borrower") (the U.S. Borrowers
and U.K. Borrower each a "Borrower" and collectively, the "Borrowers") and FLEET
NATIONAL BANK (f/k/a BankBoston, N.A.), a national banking association (the
"Bank").
Recitals
The Borrowers and the Bank are parties to a Credit and Guaranty Agreement
dated as of March 12, 1997 (as amended, the "U.S. Credit Agreement") and a
Credit Agreement dated as of October 3, 1997 (as amended, the "U.K. Credit
Agreement") (each a "Credit Agreement" and collectively, the "Credit
Agreements"). All capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Credit Agreements. The Borrowers desire to
amend the Credit Agreements in certain respects, including increasing the Term
Loan under the U.S. Credit Agreement, and the Bank is willing to agree to such
amendments on the terms and conditions set forth herein.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 4, the Borrowers and the Bank hereby amend
the Credit Agreements as follows:
Section 1. Amendment of Definitions. Section 1.1 of each of the
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Credit Agreements is hereby amended, effective as of January 1, 2000, as
follows:
(a) The definition of "Consolidated EBITDA" is hereby
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deleted in its entirety and a new definition substituted
therefor as follows:
"`Consolidated EBITDA' shall mean for any period
the sum of (a) Consolidated Net Income plus (b) all
amounts deducted in computing Consolidated Net Income in
respect of (i) interest expense on Indebtedness, (ii)
taxes based on or measured by income, and (iii)
depreciation and amortization expense, in each case for
the period under review; provided, however, that in
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calculating Consolidated Net Income, the restructuring
charge incurred by the Company and its Subsidiaries
relating to severance packages for certain senior
employees during the quarter ended October 2, 1999, in
an aggregate amount not to exceed $600,000, shall not be
treated as an expense during such quarter but shall be
treated as an expense in the future quarters as and when
such severance amounts are paid in cash or property and
the charge incurred by the Company associated with the
termination of the "Paula's Hatbox" line of business
during the quarter ended January 1, 2000 up to
$1,800,000, shall not be treated as an expense; and
provided, further, that in calculating Consolidated
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EBITDA for any period through the third quarter of 2000
for the purposes of Sections 7.1 and 7.3 hereto, there
shall be included an assumed $125,000 of net income from
operations of American Healthcare Institute, Inc.
("AHI") for each quarter of operations of AHI through
the third quarter of 1999 of the Borrowers."
(b) A new definition of "Seventh Amendment" shall be
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added in alphabetical order, as follows:
""Seventh Amendment" shall mean the Seventh
Amendment to Credit and Guaranty Agreement and Sixth
Amendment to Credit Agreement dated as of March 3, 2000
by and among the Borrowers and the Bank."
Section 2. Amendment of Covenants. Section 7.3 of each of the
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Credit Agreements is hereby amended by deleting paragraph (b) thereof in its
entirety and substituting therefor the following:
"(b) The Company and its Subsidiaries shall earn
Consolidated EBITDA of not less than (i) $750,000 in each first
fiscal quarter, commencing with the first fiscal quarter of
2000, (ii) $1,900,000 in each second fiscal quarter, commencing
with the second fiscal quarter of 2000, (iii) $1,200,000 in
each third fiscal quarter, commencing with the third fiscal
quarter of 2000, and (iv) $1,800,000 in each fourth fiscal
quarter, commencing with the fourth fiscal quarter of 2000."
Section 3. Effectiveness: Conditions to Effectiveness. This Seventh
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Amendment to Credit and Guaranty Agreement and Sixth Amendment to Credit
Agreement shall become effective as of the date set forth above upon execution
hereof by the Borrowers and the Bank and satisfaction of the following
conditions:
(a) Officers' Certificate. The Borrowers shall have
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delivered to the Bank an Officers' Certificate in the form of Exhibit A hereto.
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(b) Fee. The Borrowers shall have paid to the Bank a fee of
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$10,000, which fee shall be earned in full by the Bank upon its execution
hereof.
Section 4. Representations and Warranties: No Default. The U.S.
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Borrowers hereby confirm to the Bank the representations and warranties of the
U.S. Borrowers set forth in Article 5 of the U.S. Credit Agreement as amended as
of the date hereof, as if set forth herein in full (provided, however, that
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references therein to the 1996 Financial Statements, shall be deemed to refer to
the 1998 Financial Statements; and provided, further, that the representation
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contained in Section 5.12 of the U.S. Credit Agreement is qualified to the
extent of the following changes which have been notified to the Bank prior to
the date hereof: (i) the acquisition of assets of the American Healthcare
Institute, Inc., (ii) the closing of the "Paula's Hatbox" line of business, and
(iii) the notice of proposed resignation of Steven L. Bock as a full-time
employee of the Borrowers). The U.K. Borrower hereby confirms to the Bank the
representations and warranties of the U.K. Borrower set forth in Article 5 of
the U.K. Credit Agreement as amended as of the date hereof, as if set forth
herein in full (provided, however, that references therein to the 1996 Financial
Statements, shall be deemed to refer to the 1998 Financial Statements; and
provided, further, that the representation contained in the section 5.12 of the
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U.K. Credit Agreement is qualified to the extent of the following changes which
have been notified to the Bank prior to the date thereof: (i) the acquisition of
assets of American Healthcare Institute, Inc., (ii) the closing of the "Paula's
Hatbox" line of business, and (iii) the notice of proposed resignation of Steven
L. Bock as a full-time employee of the Borrowers). The Borrowers acknowledge
that if Steven L. Bock ceases to serve actively as a full-time employee of the
U.S. Borrowers, it will constitute an Event of Default as provided in and in
accordance with Section 10.1(h) of each of the Credit Agreements unless
expressly waived in writing by the Bank within ninety (90) days of the
occurrence of such cessation of active full-time employment. The Borrowers
hereby certify that no Default exists under the Credit Agreements.
Section 5. Miscellaneous. The Borrowers agree to pay on demand all
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the Bank's reasonable expenses in preparing, executing and delivering this
Amendment, and all related instruments and documents, including, without
limitation, the reasonable fees and out-of-pocket expenses of the Bank's special
counsel, Goodwin, Procter & Hoar LLP. This Amendment shall be a Bank Agreement
under each of the Credit Agreements and shall be governed by and construed and
enforced under the laws of The Commonwealth of Massachusetts (except to the
extent it effects any amendment of the U.K. Credit Agreement, as to which
English law shall apply).
IN WITNESS WHEREOF, The U.S. Borrowers, the U.K. Borrower and the
Bank have caused this Seventh Amendment to Credit and Guaranty Agreement and
Sixth Amendment to Credit Agreement to be executed by their duly authorized
officers as of the date first set forth above.
SPECIALTY CATALOG CORP.
By: /s/ Steven L. Bock
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Name: Steven L. Bock
Title: CEO
SC CORPORATION d/b/a SC DIRECT
By: /s/ Steven L. Bock
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Name: Steven L. Bock
Title: CEO
SC PUBLISHING, INC.
By: /s/ Steven L. Bock
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Name: Steven L. Bock
Title: CEO
DAXBOURNE INTERNATIONAL LIMITED
By: /s/ Steven L. Bock
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Name: Steven L. Bock
Title: CEO
FLEET NATIONAL BANK
By: /s/ John Sharry
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Name: John Sharry
Title: Vice President
ACKNOWLEDGEMENT OF GUARANTOR
The undersigned, Guarantor of all bank Obligations pursuant to an Unlimited
Guaranty dated as of December 30, 1997, hereby acknowledges and consents to the
foregoing.
SC LICENSING CORP.
By: /s/ Steven L. Bock
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Name: Steven L. Bock
Title: CEO