EXHIBIT 10.157
EIGHTH AMENDMENT TO
LETTER OF CREDIT AGREEMENT
THIS EIGHTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (the "Eighth
Amendment") dated as of March 31, 1998 by and among CATALINA INDUSTRIES, INC.
D/B/A/ DANA LIGHTING, a Florida corporation (the "Company"), the corporations
designated as guarantors (collectively, the "Guarantors") and SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION F/K/A SUN BANK, NATIONAL ASSOCIATION, a
national banking association (the "Bank").
W I T N E S S E T H:
WHEREAS, the Company, Guarantors and the Bank have entered into that
certain Letter of Credit Agreement dated as of May 1, 1995, as amended by that
certain First Amendment to Letter of Credit Agreement dated as of June 30, 1995,
as further amended by that certain Second Amendment to Letter of Credit
Agreement and First Amendment to Security Agreement dated as of December 28,
1995, as further amended by that certain Third Amendment to Letter of Credit
Agreement dated as of March 27, 1996, as further amended by that certain Fourth
Amendment to Letter of Credit Agreement dated as of December 30, 1996, as
further amended by that certain Fifth Amendment to Letter of Credit Agreement
dated as of March 31, 1997, as further amended by that certain Sixth Amendment
to Letter of Credit Agreement dated as of September 30, 1997, and as further
amended by that certain Seventh Amendment to Letter of Credit Agreement dated as
of December 31, 1997 (as amended, the "Letter of Credit Agreement"); and
WHEREAS, the Company and the Guarantors have requested that the Letter of
Credit Agreement be amended to revise certain financial covenants contained in
Annex VI attached to said Letter of Credit Agreement and incorporated therein by
reference; and
WHEREAS, the Bank has agreed to amend the Letter of Credit Agreement to
provide for the foregoing, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENTS TO LETTER OF CREDIT AGREEMENT. The Letter of Credit Agreement
is amended as follows:
a. Section 5.12, contained in Annex VI attached to the Letter of Credit
Agreement, is hereby deleted and, in lieu thereof, there is substituted the
following:
"Section 5.12. MINIMUM CONSOLIDATED TANGIBLE NET WORTH PLUS
SUBORDINATED DEBT. Permit its Minimum Consolidated Tangible Net Worth
Plus Subordinated Debt to be less than $36,000,000.00 from the date
hereof until September 29, 1996; $39,000,000.00 from September 30,
1996 until March 30, 1997; $34,500,000.00 from March 31, 1997 until
June 29, 1997; $35,000,000.00 from June 30, 1997 until September 29,
1997; $35,500,000.00 from September 30, 1997 until December 30, 1997;
$35,750,000.00 from December 31, 1997 until March 30, 1997;
$36,250,000.00 from March 31, 1998 until June 29, 1998; $37,250,000.00
from June 30, 1998 until September 29, 1998; $38,250,000.00 from
September 30, 1998 until December 30, 1998; $38,750,00.00 from
December 31, 1998 until March 30, 1999; $39,250,000.00 from March
31, 1999 until June 29, 1999; $40,250,000.00 from June 30, 1999 until
September 29, 1999; $41,250,000.00 from September 30, 1999 until
December 30, 1999; $41,750,000.00 from December 31, 1999 until March
30, 2000; and $42,250,000.00 as at March 31, 2000 and at all times
thereafter.
b. Section 5.14, contained in Annex VI attached to the Letter of Credit
Agreement, is hereby deleted and, in lieu thereof, there is substituted the
following:
"Section 5.14. INTEREST COVERAGE RATIO. Permit the ratio of (a) the
sum of (i) Consolidated Pre-tax Income PLUS (ii) Consolidated Interest
Charges to (b) Consolidated Interest Charges, to be less than 1.0:1
for the one (1) calendar quarterly period ending December 31, 1995;
less than 0.61:1 for the immediately preceding two (2) calendar
quarterly periods ending March 31, 1996; less than 1.25:1 for the
immediately preceding three (3) calendar quarterly periods ending
June 30, 1996; less than 1.75:1 for the immediately preceding four
(4) calendar quarterly period
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ending September 30, 1996; less than 1.25:1 for the immediately
preceding four (4) calendar quarterly periods ending December 31,
1996; excluding the effect of the actual pretax charge to earnings
previously disclosed to the Agent and the Banks not to exceed
$9,859,826.00 incurred during the quarterly period ending March 31,
1997, less than 1.00:1 for the immediately preceding four (4) calendar
quarterly periods ending March 31, 1997; excluding the effect of the
actual pretax charge to earnings not to exceed $432,000.00 incurred
during the quarterly period ending June 30, 1997 for all calculations
for which said quarterly period is included, less than 1.50:1 for the
one (1) calendar quarterly period ending June 30, 1997; less than
1.75:1 for the immediately preceding two (2) calendar quarterly
periods ending September 30, 1997; less than 1.40:1 for the
immediately preceding three (3) calendar quarterly periods ending
December 31, 1997; less than 1.30:1 for the immediately preceding four
(4) calendar quarterly periods ending March 31, 1998; less than 1.35:1
for the immediately preceding four (4) calendar quarterly periods
ending June 30, 1998; less than 1.50.:1 for the immediately preceding
four (4) calendar quarterly periods ending September 30, 1998; less
than 1.75:1 for the immediately preceding four (4) calendar quarterly
periods ending December 31, 1998; and less than 2.00:1 for the
immediately preceeding four (4) calender quarterly periods ending on
the last day of each calendar quarter thereafter."
2. COUNTERPARTS. The Eighth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and permitted assigns.
3. CAPITALIZED TERMS. All capitalized terms contained herein shall have the
meanings assigned to them in the Letter of Credit Agreement unless the context
herein otherwise dictates or unless different meanings are specifically assigned
to such terms herein.
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4. RATIFICATION OF LOAN DOCUMENTS; MISCELLANEOUS. The Letter of Credit
Agreement as amended hereby shall remain in full force and effect and this
Eighth Amendment to Letter of Credit Agreement shall not be deemed a novation.
Each and every reference to the Letter of Credit Agreement and any other
Operative Documents shall be deemed to refer to the Letter of Credit Agreement
as amended by the Eighth Amendment. The Company and the Guarantors hereby
acknowledge and represent that the Operative Documents, as amended, are, as of
the date hereof, valid and enforceable in accordance with their respective
terms and are not subject to any defenses, counterclaims or right of set-offs
whatsoever.
5. GOVERNING LAW. THIS EIGHTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE
BY THE BANK IN FLORIDA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of
the day and year first above written.
COMPANY:
CATALINA INDUSTRIES, INC.
d/b/a Dana Lighting
By: /s/ THOMAS M. BLUTH
----------------------------
Thomas M. Bluth
Secretary/Treasurer
GUARANTORS:
CATALINA LIGHTING, INC.
By: /s/ THOMAS M. BLUTH
---------------------------
Thomas M. Bluth
Vice President,
Secretary/Treasurer
CATALINA REAL ESTATE TRUST, INC.
By: /s/ THOMAS M. BLUTH
----------------------------
Thomas M. Bluth
Secretary/Treasurer
ANGEL STATION, INC.
By: /s/ THOMAS M. BLUTH
---------------------------
Thomas M. Bluth
Secretary/Treasurer
MERIDIAN LAMPS, INC.
By: /s/ THOMAS M. BLUTH
---------------------------
Thomas M. Bluth
Secretary/Treasurer
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MERIDIAN LAMPS, INC.
By: /s/ THOMAS M. BLUTH
---------------------------
Thomas M. Bluth
Secretary/Treasurer
CATALINA ADMINISTRATIVE CORPORATION
By: /s/ THOMAS M. BLUTH
---------------------------
Thomas M. Bluth
Assistant Secretary
BANK:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION f/k/a Sun Bank,
National Association
By: /s/ VIPUL H. PATEL
----------------------------
Vipul H. Patel,
First Vice President
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