EXHIBIT 10.2
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FIFTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
AND
FOURTH AMENDMENT TO
CREDIT AGREEMENT
Dated as of August 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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FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
AND
FOURTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT and FOURTH AMENDMENT
TO CREDIT AGREEMENT is entered into as of August 10, 1999 by and among SPECIALTY
CATALOG CORP., a Delaware corporation (the "Company"), 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") and 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. SC Publishing desires to
acquire all or substantially all of the assets of American Healthcare Institute,
Inc., a Maryland corporation (the "American Healthcare Acquisition"), and has
requested that the Bank waive the requirements of Section 9.7 of the Credit
Agreements to permit the American Healthcare Acquisition. The Bank is willing
to waive such requirements on the terms and conditions set forth herein.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 2, the Borrowers and the Bank hereby amend
the Credit Agreements as follows:
Section 1. Consent of Bank to Effect American Healthcare Acquisition.
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Notwithstanding Section 9.7 of the Credit Agreements, the Bank hereby consents
to the consummation of the American Healthcare Acquisition pursuant to the terms
and conditions of the Agreement of Purchase and Sale of Assets dated August 19,
1999 (the "American Healthcare Acquisition Agreement") by and among American
Healthcare Institute, Inc., SC Publishing and the parties thereto and waives the
provisions of said Section 9.7 of the Credit Agreements to the extent required
to permit the American Healthcare Acquisition. Schedule I to the Security
Agreement is hereby amended by adding the following location as an additional
location where SC Publishing conducts business and maintains inventory and
equipment: Silver Spring, Maryland.
Section 2. Effectiveness; Conditions to Effectiveness. This Fifth
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Amendment to Credit and Guaranty Agreement and Fourth 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:
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(a) Security Documents. SC Publishing shall have delivered to the
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Bank a letter of confirmation in the form of Exhibit A hereto.
(b) Officers' Certificate. The Borrowers shall have delivered to the
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Bank an Officers' Certificate in the form of Exhibit B hereto.
(c) Acquisition Agreement. SC Publishing shall have delivered to the
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Bank a counterpart original of the American Healthcare Acquisition
Agreement and copies of all related documents and instruments delivered in
connection therewith.
(d) Perfection of Security Interests. The Bank shall have received
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evidence of the perfection of its security interest in all assets acquired
in connection with the American Healthcare Acquisition, including, without
limitation, the filing of Uniform Commercial Code financing statements in
all applicable filing officers where such assets are located.
(e) Waiver of Tax Liens. The Bank shall have received evidence that
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no governmental authority will assert any lien or other charge against the
assets acquired by SC Publishing in the American Healthcare Acquisition.
(f) Opinion of Counsel. The Bank shall have received an opinion of
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Dennick & Heiman, special Maryland counsel to SC Publishing, with respect
to certain matters in connection with the American Healthcare Acquisition,
in form and substance satisfactory to the Bank.
(g) Fee. The Borrowers shall have paid to the Bank a fee of $2,000
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for the Bank's consent contained herein, which fee shall be earned in full
by the Bank upon its execution hereof.
Section 3. 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. 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. SC Publishing hereby confirms and
restates to the Bank as if set forth herein in full the representations and
warranties set forth in Section 5 of the American Healthcare Acquisition
Agreement. The Borrowers hereby certify that no Default exists under the Credit
Agreements.
Section 4. Miscellaneous. The Borrowers agree to pay on demand all the
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Bank's reasonable expenses in preparing, executing and delivering this Fifth
Amendment to Credit and Guaranty Agreement and Fourth Amendment to Credit
Agreement, 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 Fifth Amendment to Credit and
Guaranty Agreement and Fourth Amendment to Credit Agreement 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]
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IN WITNESS WHEREOF, the U.S. Borrowers, the U.K. Borrower and the Bank have
caused this Fifth Amendment to Credit and Guaranty Agreement and Fourth
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 D. Stickney
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Name: Andrew D. Stickney
Title: Vice President
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ACKNOWLEDGMENT OF GUARANTOR
The undersigned, Guarantor of all Lender Obligations pursuant to a Guaranty
Agreement dated as of December 30, 1997, hereby acknowledges and consents to the
foregoing.
SC LICENSING CORP.
By: /s/ Kyle Gendreau
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Name: Kyle Gendreau
Title: CFO
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