Exhibit 10.2
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EIGHTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
AND
SEVENTH AMENDMENT TO
CREDIT AGREEMENT
Dated as of May 12, 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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EIGHTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
AND
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This EIGHTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT and SEVENTH
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of May 12,
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
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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, 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 5, 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 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
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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 calculating Consolidated
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Net Income, (i) 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 future quarters as and
when such severance amounts are paid in cash or
property, (ii) 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, (iii) the non-operating charge incurred
by the Company and its Subsidiaries associated
with a proposed transaction with Golub Associates
during the quarter ended March 31, 2000 up to
$467,000, shall not be treated as an expense and
(iv) the charge incurred by the Company and its
Subsidiaries related to severance payments made to
the chief executive officer of the Company during
the quarter ended March 31, 2000 up to $397,000,
shall not be treated as an expense; and provided,
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further, that in calculating Consolidated EBITDA
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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 "Eighth Amendment" shall be added
in alphabetical order, as follows:
"`Eighth Amendment' shall mean the Eighth
Amendment to Credit and Guaranty Agreement and Seventh
Amendment to Credit Agreement dated as of May 12, 2000 by
and among the Borrowers and the Bank."
Section 2. Amendment of Financial Covenants. Article 7 of each of
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the Credit Agreements is hereby amended by deleting Section 7.2 in its entirety
and substituting therefor the following:
"Section 7.2. Ratio of Consolidated Operating Cash
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Flow to Consolidated Total Debt Service. The Company and its
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Subsidiaries shall not permit for any period of four
consecutive fiscal quarters, commencing with the period
ending March 31, 2000, the ratio of (a) Consolidated
Operating Cash Flow to (b) Consolidated Total Debt Service,
to be less than 1.25-to-1.0; provided, however, that for
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purposes of calculating Consolidated Total Debt Service, the
Company shall be presumed to have made the required $500,000
principal payments on the Term Loan on January 4, 1999, July
1, 1999 and October 4, 1999, notwithstanding that such
payments may actually have been made prior to such dates or
deemed to have been made prior to such dates."
Section 3. Amendment of Events of Default. Section 10.1 of each of
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the Credit Agreements is hereby amended by deleting paragraph (h) in its
entirety and substituting therefor the following:
"(h) The chief executive officer of the
Company, SC Direct and SC Publishing shall cease to serve
actively as a full-time employee of such entities, whether
by reason of death, disability, resignation, action by the
Board of Directors, or otherwise, and 90 days shall have
passed without express written waiver."
Section 4. Waiver of Default. The Bank hereby waives the Default that
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has occurred pursuant to Section 10.1(h) of the Credit Agreements (prior to
amendment hereby) as a result of the cessation by Steven L. Bock of active
full-time employment with the U.S. Borrowers. The Bank's waiver
hereunder of such Default shall not establish a course of dealing or constitute
or otherwise be an implicit waiver of subsequent Defaults.
Section 5. Effectiveness; Conditions to Effectiveness. This Eighth
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Amendment to Credit and Guaranty Agreement and Seventh 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) Fee. The Borrowers shall have paid to the Bank a fee of
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$15,000, which fee shall be earned in full by the Bank upon its execution
hereof.
Section 6. 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 audited financial statements of Specialty Catalog Corp. and its Subsidiaries
for fiscal year 1999; and provided, further, that the representation contained
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in Section 5.12 of the U.S. Credit Agreement is qualified to the extent of the
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 audited financial statements of Specialty Catalog Corp. and its Subsidiaries
for fiscal year 1999; and provided, further, that the representation contained
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in Section 5.12 of the U.K. Credit Agreement is qualified to the extent of the
resignation of Steven L. Bock as a full-time employee of the Borrowers). The
Borrowers hereby certify that (except as set forth and waived by the Bank
pursuant to Section 4 hereof) no Default exists under the Credit Agreements.
Section 7. Miscellaneous. The Borrowers agree to pay on demand all the
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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).
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the U.S. Borrowers, the U.K. Borrower and the Bank
have caused this Eighth Amendment to Credit and Guaranty Agreement and Seventh
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/ Thomas McCain
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Name: Thomas McCain
Title: Senior Vice President
SC CORPORATION d/b/a SC DIRECT
By: /s/ Thomas McCain
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Name: Thomas McCain
Title: Senior Vice President
SC PUBLISHING, INC.
By: /s/ Thomas McCain
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Name: Thomas McCain
Title: Senior Vice President
DAXBOURNE INTERNATIONAL LIMITED
By: /s/ Thomas McCain
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Name: Thomas McCain
Title: Senior Vice President
FLEET NATIONAL BANK
By: /s/ John Sharry
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Name: John Sharry
Title: Vice President
ACKNOWLEDGMENT 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/ Bradford Bishop
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Name: Bradford Bishop
Title: President