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Document Preview Loan and Security Agreement |
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Title: |
Loan and Security Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 9KB of 34KB total |
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Price: |
$36 |
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ID: |
#955962 |
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THIRTEENTH AMENDMENT TO
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LOAN AND SECURITY AGREEMENT
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AND AMENDMENT TO CERTAIN OTHER LOAN DOCUMENTS
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AND LIMITED WAIVER
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THIS THIRTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO
CERTAIN OTHER LOAN DOCUMENTS (the "Amendment") is made and entered into on this
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19th day of October, 2001, to be effective (unless otherwise specified herein)
as of October 15, 2001 (the "Effective Date"), by and among FLEET CAPITAL
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CORPORATION, a Rhode Island corporation, successor in interest by merger to
FLEET CAPITAL CORPORATION, a Connecticut corporation, formerly known as SHAWMUT
CAPITAL CORPORATION, successor in interest by assignment to BARCLAYS BUSINESS
CREDIT, INC. ("Lender"), LOWRANCE ELECTRONICS, INC., a Delaware corporation
------
("Lowrance"), LEI EXTRAS, INC., a Delaware corporation ("LEI"), LOWRANCE
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CONTRACTS, INC., a Delaware corporation ("Lowrance Contracts"), and SEA
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ELECTRONICS, INC., an Oklahoma corporation ("Sea Electronics") (Lowrance, LEI,
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Lowrance Contracts and Sea Electronics are herein individually and collectively
called "Borrower").
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RECITALS
A. Borrower, Lowrance Australia Pty Limited ("Lowrance Australia") and
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Lender have entered into that certain Loan and Security Agreement, dated
December 15, 1993, as amended by (i) that certain First Amendment to Loan and
Security Agreement, dated October 16, 1995, by and among Lender, Borrower and
Lowrance Australia, (ii) that certain Second Amendment to Loan and Security
Agreement, dated November 1, 1996 by and among Lender and Borrower, (iii) that
certain Third Amendment to Loan and Security Agreement, dated December 30, 1996,
by and among Lender and Borrower, (iv) that certain Fourth Amendment to Loan and
Security Agreement, entered into effective as of April 1, 1997, by and among
Lender and Borrower, (v) that certain Fifth Amendment to Loan and Security
Agreement, entered into effective as of August 25, 1997, by and between Lender
and Borrower ("Fifth Amendment"), (vi) that certain Sixth Amendment to Loan and
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Security Agreement and Certain Other Loan Documents, entered into effective as
of August 28, 1997, by and between Lender and Borrower, (vii) that certain
Seventh Amendment to Loan and Security Agreement, entered into effective as of
November 1, 1996, by and between Lender and Borrower, (viii) that certain Eighth
Amendment to Loan and Security Agreement, made and entered into as of December
9, 1997, by and between Lender and Borrower, (ix) that certain Ninth Amendment
to Loan and Security Agreement made and entered into as of September 14, 1998,
by and between Lender and Borrower, (x) that certain Tenth Amendment to Loan and
Security Agreement and Amendment to Certain Other Loan Documents, executed in
November of 1998, by Lender and Borrower; (xi) that certain Eleventh Amendment
to Loan and Security Agreement and Amendment to Certain Other Loan Documents,
executed March 14, 2000, by Lender and Borrower, and (xii) that certain Twelfth
Amendment to Loan and Security Agreement and Amendment to Certain Other Loan
Documents, executed October 15, 2000, by Lender and Borrower (as amended, the
"Loan Agreement").
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1
<PAGE>
B. Borrower and Lender desire to amend the Loan Agreement and certain
of the other Loan Documents as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Definitions
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1.01 Capitalized terms used in this Amendment are defined in the Loan
Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
Amendments
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2.01 Amendment to Section 1.1 of the Loan Agreement; Addition of
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Definition of "EBITDA." Effective as of the Effective Date, a new definition,
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"EBITDA," is hereby added to Section 1.1 of the Loan Agreement to read as
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follows:
"EBITDA - for Borrower for any period means the sum of (i) Adjusted Net
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Earnings From Operations during such period, (ii) Interest Expense during
such period, (iii) depreciation and amortization during such period (to the
extent the same were deducted in determining Adjusted Net Earnings From
Operations for such period and (iv) taxes for such period (to the extent
the same were deducted in determining Adjusted Net Earnings From Operations
for such period)."
2.02 Amendment to Section 1.1 of the Loan Agreement; Amendment of
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Definition of "Fixed Charge Ratio." Effective as of the Effective Date, the
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definition of "Fixed Charge Ratio" contained in Section 1.1 of the Loan
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Agreement is hereby amended and restated to read in its entirety as follows:
"Fixed Charge Ratio" - for Borrower for any period means the ratio of (i)
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(a) EBITDA for such period, minus (b) the sum of (x) Unfinanced Capital
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Expenditures during such period and (y) taxes incurred during such period
(whether or not paid); to (ii) the sum of (a) Interest Expense during such
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period, and (b) scheduled principal payments on Borrower's long-term
Indebtedness (including, without limitation, scheduled principal
amortization on Capitalized Lease Obligations) during such period."
2.03 Amendment to Section 1.1 of the Loan Agreement; Amendment of
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Definition of "Temporary Finished Goods Eligible Inventory Increased Amount.".
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Effective as of the Effective Date, the definition of "Temporary Finished Goods
Eligible
2
<PAGE>
Inventory Increased Amount" contained in Section 1.1 of the Loan Agreement is
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hereby amended and restated to read in its entirety as follows:
"Temporary Finished Goods Eligible Inventory Increased Amount - the
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amount indicated below, during the time period indicated below:
<TABLE>
<CAPTION>
Time Period Maximum Amount
----------- --------------
<S> <C>
(a) First Use through the earlier to occur of (a) the lesser of (i) $1,500,000 or
the 68th day after First Use or January (ii) 20% of the value of Finished
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