EXHIBIT 10.164
FOURTEENTH AMENDMENT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTEENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (the "Fourteenth Amendment") dated as of September 30, 1998, by and
among CATALINA LIGHTING, INC., a Florida corporation (the "Borrower"), the
corporations listed on ANNEX I thereto (the "Guarantors"), the Banks signatories
to the Credit Agreement (as hereinafter defined) (the "Banks") and SUNTRUST
BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, a national banking association, as
Agent (the "Agent").
WITNESSETH:
WHEREAS, the Borrower, the Guarantors, the Banks and the Agent have
entered into that certain Third Amended and Restated Credit Agreement dated as
of May 12, 1994, as amended by that certain First Amendment to Third Amended and
Restated Credit Agreement, Second Amended and Restated Security Agreement, Third
Amended and Restated Stock and Notes Pledge, Third Amended and Restated
Agreement Regarding Factoring Proceeds, Consent and Waiver dated as of August
12, 1994, as further amended by that Second Amendment to Third Amended and
Restated Credit Agreement and Third Amended and Restated Stock and Notes Pledge,
dated as of February 23, 1995, as further amended by that Third Amendment to
Third Amended and Restated Credit Agreement and Consent, dated as of May 1,
1995, as further amended by that Fourth Amendment to the Third Amended and
Restated Credit Agreement, dated as of June 30, 1995, as further amended by that
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of
December 4, 1995, as further amended by that Sixth Amendment to Third Amended
and Restated Credit Agreement, Second Amendment to Second Amended and Restated
Security Agreement and Second Amendment to Third Amended and Restated Stock and
Notes Pledge, dated as of December 28, 1995, as further amended by that Seventh
Amendment to Third Amended and Restated Credit Agreement, dated as of March 18,
1996, as further amended by that Eighth Amendment to Third Amended and Restated
Credit Agreement, Third Amendment to Second Amended and Restated Security
Agreement, and Fourth Amendment to Third Amended and Restated Stock and Notes
Pledge, dated as of October 4, 1996, as further amended by that Ninth Amendment
to Third Amended and Restated Credit Agreement, dated as of December 30, 1996,
as further amended by that Tenth Amendment to Third Amended and Restated Credit
Agreement, dated as of March 31, 1997, as further amended by that Eleventh
Amendment to Third Amended and Restated Credit Agreement, dated as of September
30, 1997, as further amended by that Twelfth
Amendment to Third Amended and Restated Credit Agreement, dated as of December
31, 1997, and as farther amended by that Thirteenth Amendment to Third Amended
and Restated Credit Agreement, dated as of March 31, 1998 (as so amended, the
"Credit Agreement"); and
WHEREAS, the Borrower and the Guarantors have requested that the Credit
Agreement be amended to extend and reduce the Total Commitment under the Credit
Agreement and to revise certain financial and other covenants; and
WHEREAS, the principal amount of the Non-Revolving Advance has been
reduced to $1,900,000.00.
WHEREAS, First Union National Bank has requested that it be removed as
a Bank under the Credit Agreement; and
WHEREAS, the Banks (other than First Union National Bank) and the Agent
have agreed to amend the Credit Agreement to remove First Union National Bank
and 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 CREDIT AGREEMENT. The Credit Agreement is hereby amended
as follows:
a. Section l.l(c) of the Credit Agreement is hereby deleted, and in
lieu thereof, there is substituted the following:
The sum of (i) the aggregate unpaid principal amount of all Revolving
Borrowings, plus (ii) one hundred percent (100%) of the principal
amount of the Non-Revolving Advance remaining outstanding, plus (iii)
the aggregate amount of all Acceptance Obligations, plus (iv) the
aggregate amount of all Standby Letter of Credit Obligations and Trade
Letter of Credit Obligations shall not exceed at any time
$35,000,000.00 (such amount as reduced from time to time pursuant to
the terms hereof, the "Total Commitment").
b. Section 5.12 of the 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.
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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 from September
30, 1998 until December 30, 1998; $38,750,000.00 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
provided, however, in the event Catalina Lighting, Inc. purchases up to
$2,000,000.00 worth of its issued and outstanding publicly traded
common stock and at the time of said purchase there is no default under
any other provision of the Credit Agreement, then the Minimum
Consolidated Tangible Net Worth Plus Subordinated Debt covenant amounts
provided above shall be reduced by the amount of said stock purchases
up to, but not to exceed, $2,000,000.00.
c. Section 5.14 of the 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 0.60:1 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)
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calendar quarterly period 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 1.35:1 for the immediately preceding
four (4) calendar quarterly periods ending September 30, 1998; less
than 1.35:1 for the immediately preceding four (4) calendar quarterly
periods ending December 31, 1998; and less than 2.00:1 for the
immediately preceding four (4) calendar quarterly periods ending on the
last day of each calendar quarter thereafter."
d. Section 5.18(g) of the Credit Agreement is hereby deleted, and in
lieu thereof, there is substituted the following:
the Borrower and any of its Subsidiaries may make other investments,
loans and advances in addition to those permitted by the foregoing
provisions of this Section 5.18 from time to time, provided that the
aggregate amount of such investments, loans and advances shall not
exceed $21,000,000.00 without the prior written consent of all Banks
and, further provided that not more than $3,250,000.00 of said
aggregate amount
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shall represent the aggregate amount of investments, loans and advances
made to Catalina Lighting Mexico, S.A. DE C.V. For the purpose of this
subsection, the $21,000,000.00 limitation referred to above shall not
include the net note receivable from Catalina Asia in the amount not to
exceed $1,000,000.00.
e. The definition of "Permitted Guaranty" as defined in Section ll.l(a)
of the Credit Agreement is hereby deleted and, in lieu thereof, there is
substituted the following:
"PERMITTED GUARANTY" means a Guaranty that is (i) an endorsement of a
negotiable instrument for collection in the ordinary course of
business, (ii) subject to the limitations contained in Section 5.11, a
Guaranty of any Debt of any Guarantor, (iii) a Guaranty by the Borrower
of Operating Leases of any Guarantor reasonably required in its
ordinary operations, (iv) a Guaranty of the Debt of Go-Gro Industries
Limited, a Hong Kong corporation, for loans not in excess of Twelve
Million Dollars ($12,000,000.00), to primarily fund its working capital
needs, (v) a Guaranty of the Debt of Go-Gro Industries Limited, or the
debt of a Chinese cooperative joint venture controlled by Go-Gro
Industries Limited, for loans not in excess of S1,200,000.00 to fund
equipment purchases, or (vi) a Guaranty of the Debt of Foreign
Subsidiaries (other than Catalina Canada and Go-Gro Industries Limited)
provided that such Debt of said Foreign Subsidiaries shall not exceed
at any time the total amount of $1,000,000 and further provided that
Borrower shall notify the Agent in writing prior to guaranteeing any
Debt of said Foreign Subsidiaries.
f. The definition of "Termination Date" as defined in Section ll.l(a)
of the Credit Agreement is hereby deleted and, in lieu thereof, there is
substituted the following:
"'TERMINATION DATE' means the earlier of (i) September 30, 2000, as
extended from time to time pursuant to Section 1.4, and (ii) the date
of termination in
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whole of the Bank's Commitments pursuant to Section 1.2 or 7.2."
g. The signature pages to the Credit Agreement shall be amended as
reflected on the signature pages attached hereto.
2. AMENDMENT TO LOAN DOCUMENTS. Effective the date hereof, First Union
National Bank shall no longer be a party to the Credit Agreement and the loan
documents are hereby amended by deleting any reference to "First Union National
Bank" in each occurrence where this term appears in all loan documents.
3. COUNTERPARTS. The Fourteenth 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.
4. CAPITALIZED TERMS. All capitalized terms contained herein shall have the
meanings assigned to them in the Credit Agreement unless the context herein
otherwise dictates or unless different meanings are specifically assigned to
such terms herein.
5. RATIFICATION OF LOAN DOCUMENTS; MISCELLANEOUS. The Credit Agreement as
amended hereby, and all other Loan Documents shall remain in full force and
effect in this Fourteenth Amendment to credit agreement shall not be deemed a
novation. Each and every reference to the Credit Agreement and any other Loan
Documents shall be deemed to refer to the Credit Agreement as amended by the
Fourteenth Amendment. The Borrower and the Guarantors hereby acknowledge and
represent that the Loan 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.
6. GOVERNING LAW. THIS FOURTEENTH AMENDMENT SHALL BE EFFECTIVE UPON ACCEPTANCE
BY THE BANKS 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.
IN WITNESS WHEREOF, the parties have executed this Fourteenth Amendment
as of the day and year first above written.
(BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK)
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SIGNATURE PAGE TO FOURTEENTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT BY AND BETWEEN SUNTRUST,
AS AGENT, THE CATALINA ENTITIES
AND THE BANKS
BORROWER:
CATALINA LIGHTING, INC.
By: /s/ THOMAS M. BLUTH
----------------------------------
Thomas M. Bluth
Vice President, Secretary,
Treasurer
GUARANTORS:
EACH OF THE CORPORATIONS LISTED
ON ANNEX I HERETO
CATALINA INDUSTRIES, INC.,
D/B/A DANA LIGHTING
By: /s/ THOMAS M. BLUTH
----------------------------------
Thomas M. Bluth
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
MERIDIAN LAMPS DEVELOPMENT, INC.
By: /s/ THOMAS M. BLUTH
----------------------------------
Thomas M. Bluth
Secretary, Treasurer
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SIGNATURE PAGE TO FOURTEENTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT BY AND BETWEEN SUNTRUST,
AS AGENT, THE CATALINA ENTITIES
AND THE BANKS
CATALINA ADMINISTRATIVE CORPORATION
By: /s/ THOMAS M. BLUTH
----------------------------------
Thomas M. Bluth
Assistant Secretary
CATALINA MERCHANDISING, INC.
By: /s/ THOMAS M. BLUTH
----------------------------------
Thomas M. Bluth
Secretary, Treasurer
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ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF FULTON
On this the 28th day of September, 1998, personally appeared Thomas M.
Bluth, a Vice President of Catalina Lighting, Inc., and the Secretary-Treasurer
of Catalina Industries, Inc., Catalina Real Estate Trust, Inc., Angel Station,
Inc., Meridian Lamps, Inc., Meridian Lamps Development, Inc., Catalina
Administrative Corporation and Catalina Merchandising, Inc., and before me,
executed this Fourteenth Amendment to Third Amended and Restated Credit
Agreement dated as of September 30, 1998.
In witness whereof, I have hereunto set my hand and official seal.
/s/ CHRISTINE B. ALFORD
----------------------------------
NOTARY PUBLIC - STATE OF GEORGIA
Christine B. Alford
--------------------------------------
(Type name of notary public)
Personally known: ____________________
or produced identification: ____X_____
Type of identification produced: _____
/s/ Illegible
----------------------------------
My commission expires: _______________
Notary Public, Dekalb county, Georgia (NOTARIAL SEAL)
My Commission Expires June 29, 2001
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SIGNATURE PAGE TO FOURTEENTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT BY AND BETWEEN SUNTRUST,
AS AGENT, THE CATALINA ENTITIES
AND THE BANKS
AGENT:
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By:
----------------------------------
David E. Crow
Senior Vice President
BANK
Amount of SUNTRUST BANK, CENTRAL FLORIDA,
Commitment: $22,000,000* NATIONAL ASSOCIATION, F/K/A SUN BANK,
NATIONAL ASSOCIATION
By:
----------------------------------
David E. Crow
Senior Vice President
Lending Office:
200 South Orange Avenue
4th Level, Tower Building
Orlando, Florida 32801
Address for purposes of Section 12.1:
SunTrust Bank, Central Florida,
National Association
200 South Orange Avenue
4th Level, Tower Building
Orlando, Florida 32801
Telex No.: 4415-11 SunBank
Telecopier No.: (407) 237-6704
Telephone No.: (407) 237-5752
Attention: Mr. David E. Crow
*($1,194,340.00 of which shall consist
only of the Non-Revolving Advance)
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ACKNOWLEDGMENT
STATE OF GEORGIA
COUNTY OF ____________
On this the _____ day of September, 1998, personally appeared
___________, a ___________________ of SunTrust Bank, Central Florida, National
Association, a national banking association, and before me, executed this
Fourteenth Amendment to Third Amended and Restated Credit Agreement as Agent and
as a Bank.
In witness whereof, I have hereunto set my hand and official seal.
_______________________________________
NOTARY PUBLIC - STATE OF GEORGIA
_______________________________________
(Type name of notary public)
Personally known: _____________________
or produced identification: ___________
Type of identification produced:_______
_______________________________________
My commission expires: ________________
(NOTARIAL SEAL)
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SIGNATURE PAGE TO FOURTEENTH AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT BY AND BETWEEN SUNTRUST,
AS AGENT, THE CATALINA ENTITIES
AND THE BANKS
BANK:
NATIONAL BANK OF CANADA,
a Canadian chartered bank
Amount of By:
Commitment: $13,000,000* ----------------------------------
Michael S. Bloomenfeld
Vice President and Manager
Lending Office:
5100 Town Center Circle
Suite 430
Boca Raton, Florida 33486
Attention: Michael S. Bloomenfeld
Reference: Catalina Lighting, Inc.
Address for purposes of Section 12.1:
National Bank of Canada
5100 Town Center Circle
Suite 430
Boca Raton, Florida 33486
Attention: Michael S. Bloomenfeld
Telecopier: (407) 367-1705
Telephone: (407) 367-1700
*($705,660.00 of which shall consist
only of the Non-Revolving Advance)
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ACKNOWLEDGMENT
STATE OF _______
COUNTY OF ______
On this the ____ day of September, 1998, personally appeared Michael S.
Bloomenfeld, a Vice President and Manager of National Bank of Canada, a Canadian
Charter Bank, and before me, executed this Fourteenth Amendment to Third Amended
and Restated Credit Agreement as a Bank.
In witness whereof, I have hereunto set my hand and official seal.
_______________________________________
NOTARY PUBLIC - STATE OF GEORGIA
______________________________________
(Type name of notary public)
Personally known: _____________________
or produced identification: ___________
Type of identification produced:_______
_______________________________________
My commission expires: ________________
(NOTARIAL SEAL)
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