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SIXTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
AND
FIFTH AMENDMENT TO
CREDIT AGREEMENT
Dated as of November 10, 1999
Between
SPECIALTY CATALOG CORP.
SC CORPORATION, d/b/a SC DIRECT
SC PUBLISHING, INC.
DAXBOURNE INTERNATIONAL LIMITED
and
BANKBOSTON, N.A.
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SIXTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
AND
FIFTH AMENDMENT TO CREDIT AGREEMENT
This SIXTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT and FIFTH AMENDMENT
TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 10, 1999
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 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, 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.
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(a) Section 1.1 of the U.S. Credit Agreement is hereby amended by
deleting the definitions of "Term Loan" and "Term Note" in their entirety and
substituting therefor the following:
"'Term Loan' shall mean the term loan made by the Bank to the
Borrowers under Section 2.5 hereof as increased pursuant to Section 2
of the Sixth Amendment.
"'Term Note' shall mean the Amended and Restated Term Note
executed by the Borrowers, jointly and severally, in connection with
the Sixth Amendment substantially in the form of Exhibit B thereto."
(b) Section 1.1 of each of the Credit Agreements is hereby amended,
effective as of September 30, 1999, as follows:
(i) The definition of "Consolidated EBITDA" is hereby 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
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 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 $730,000, shall not be
treated as an expense; and provided, further, that in calculating
Consolidated 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."
(ii) The definition of "Excluded Capital Expenditures" is hereby
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deleted in its entirety and a new definition substituted therefor as
follows:
"'Excluded Capital Expenditures' shall mean Capital
Expenditures in the following amounts for the quarters indicated
for implementation of a new MIS system:
Q199 Q299 Q399
---- ---- ----
259,751 343,197 341,410"
(iii) The definition of "1997 Financial Statements" is hereby
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deleted in its entirety and a new definition substituted therefor as
follows:
"'1998 Financial Statements' shall mean the Consolidated
Balance Sheet of the Company and its Subsidiaries as of January
2, 1999 and the related Consolidated Statements of Operations,
Stockholders' Equity (Deficit) and Cash Flows for the year then
ended and notes to such financial statements, audited by Deloitte
& Touche LLP."
(iv) A new definition of "Sixth Amendment" shall be added in
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alphabetical order, as follows:
"'Sixth Amendment' shall mean the Sixth Amendment to Credit
and Guaranty Agreement and Fifth Amendment to Credit Agreement
dated as of November 10, 1999 by and among the Borrowers and the
Bank."
Section 2. Amendment of Term Loan. On the date hereof, the Bank will make
----------------------
an additional loan to the U.S. Borrowers in the amount of $1,000,000 (the "1999
Term Loan Increase"). The 1999 Term Loan Increase shall be considered to be an
increase in the term loan made by the Bank to the Borrowers under Section 2.5 of
the U.S. Credit Agreement. On the date hereof the U.S. Borrowers, jointly will
execute and deliver to the Bank the Term Note in the form of Exhibit B hereto to
evidence the Term Loan as so increased. After giving effect to the 1999 Term
Loan Increase, the outstanding principal balance of the Term Loan is $4,000,000
and the principal amount thereof will be repaid in quarterly installments,
payable on the following dates and in the following amounts:
Quarterly Payment Date Amount
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January 2, 2000 $500,000
July 2, 2000 $500,000
October 1, 2000 $750,000
January 1, July 1 and October 3, 2001 $750,000
The proceeds of the 1999 Term Loan Increase will be applied by the U.S.
Borrowers on the date hereof to repay Revolving Credit under the U.S. Credit
Agreement on the date hereof. Accrued interest on the U.S. Borrowers' Term Note
dated October 3, 1997 through the date hereof shall be paid at the times
provided under the Term Note. Promptly following the execution and delivery of
this Amendment and the Term Note, the Bank will return to the U.S. Borrowers for
cancellation the U.S. Borrowers' Term Note dated October 3, 1997.
Section 3. Amendment of Covenants.
----------------------
(a) Article 7 of each of the Credit Agreements is hereby amended by
deleting Section 7.3 thereof in its entirety and substituting therefor the
following:
"Section 7.3 Minimum Consolidated EBITDA.
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"(a) The Company and its Subsidiaries shall earn
Consolidated EBITDA for each period of four consecutive fiscal
quarters, commencing with the period ending January 1, 2000, of not
less than $4,500,000.
(b) The Company and its Subsidiaries shall earn Consolidated
EBITDA of not less than (i) $250,000 in each first fiscal quarter,
commencing with the first fiscal quarter of 2000, and (ii) $750,000 in
each second, third and fourth fiscal quarter, commencing with the
fourth fiscal quarter of 1999."
(b) Section 7.2 of each of the Credit Agreements is hereby amended by
adding the following proviso at the end thereof:
"provided, however, that for 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 4. Effectiveness; Conditions to Effectiveness. This Sixth
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Amendment to Credit and Guaranty Agreement and Fifth 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 delivered to the
Bank an Officers' Certificate in the form of Exhibit A hereto.
(b) Term Note. The U.S. Borrowers shall have delivered to the Bank an
Amended and Restated Term Note in the form of Exhibit B hereto.
(c) Opinion of Counsel. The Bank shall have received an opinion of
Bingham Dana LLP, counsel to the Parent and its Subsidiaries, with respect to
certain matters in connection with this Amendment and the Term Note, in form and
substance satisfactory to the Bank.
(d) Fee. The Borrowers shall have paid to the Bank a fee of $7,500,
which fee shall be earned in full by the Bank upon its execution hereof.
Section 5. Representations and Warranties; No Default. The U.S. Borrowers
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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
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 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 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 Section 5.12 of the U.K. 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
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 6. Miscellaneous. The U.K. Borrower, as guarantor to the Bank
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pursuant to a Guarantee dated October 3, 1997, acknowledges and consents to the
1999 Term Loan Increase. The Borrowers agree to pay on demand all 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).
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the U.S. Borrowers, the U.K. Borrower and the Bank have
caused this Sixth Amendment to Credit and Guaranty Agreement and Fifth 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: Director
BANKBOSTON, N.A.
By: /s/ Andrew Stickney
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Name: Andrew Stickney
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/ Steven L. Bock
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Name: Steven L. Bock
Title: CEO