EXHIBIT 10.169
TENTH AMENDMENT TO
LETTER OF CREDIT AGREEMENT
THIS TENTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (the "Tenth
Amendment") dated as of March 31, 1999 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, as further amended
by that certain Seventh Amendment to Letter of Credit Agreement dated as of
December 31, 1997, as further amended by that certain Eighth Amendment to Letter
of Credit Agreement dated as of March 31, 1998, and as further amended by that
certain Ninth Amendment to Letter of Credit Agreement dated as of September 30,
1998 (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 as of the last day of any fiscal quarter to be
less than (a) $42,691,000 PLUS (b) 75% of cumulative Consolidated Net
Income after December 31, 1998 PLUS (c) Subordinated Debt LESS (d)
intangible assets LESS (e) Consolidated Mandatorily Redeemable Stock,
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."
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 0.60:1 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) calendar
quarterly period ending September 30, 1996; less than 1.25:1 for the
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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; less than 1.60:1 for the immediately
preceding four (4) calendar quarterly periods ending March 31, 1999;
less than 1.75:1 for the immediately preceding four (4) calendar
quarterly periods ending June 30, 1999; 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."
c. Section 5.18(g), contained in Annex VI attached to the Letter of
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
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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
$4,250,000.00 of said aggregate amount 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."
2. COUNTERPARTS. The Tenth 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.
4. RATIFICATION OF LOAN DOCUMENTS: MISCELLANEOUS. The Letter of Credit Agreement
as amended hereby shall remain in full force and effect and this Tenth 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
Tenth 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 TENTH 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 Tenth 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 DEVELOPMENT, 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/ RANDY P. CHESAK
-------------------------------------
Randy P. Chesak
Vice President