Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 144± 620K
2: EX-4 Exhibit 4.6 9± 36K
3: EX-11 Statement re: Computation of Earnings Per Share 2± 11K
4: EX-18 Letter re: Change in Accounting Principles 1 7K
5: EX-21 Subsidiaries of the Registrant 1 6K
6: EX-27 Financial Data Schedules 1 8K
EX-4 — Exhibit 4.6
FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT (this "Amendment"), made and entered
into as of the 21st day of December, 1994 by and between HICKORY
WHITE COMPANY, a North Carolina corporation ("Borrower"), and
CITICORP NORTH AMERICA, INC., a Delaware corporation ("Lender");
W I T N E S S E T H:
WHEREAS, Borrower and Lender are parties to a certain Credit
Agreement, dated as of June 15, 1990, as amended by a First Amend-
ment to Credit Agreement, dated as of April 1, 1991, a Second
Amendment to Credit Agreement, dated as of January 30, 1992, a
Third Amendment to Credit Agreement, dated as of January 31, 1993
and a Fourth Amendment to Credit Agreement, dated as of Novem-
ber 30, 1993 (the "Credit Aqreement"), pursuant to which Lender
has made certain financial accommodations to Borrower; and
WHEREAS, Borrower and Lender have agreed to an extension of
the maturity date of the credit facility established under the
Credit Agreement from January 3, 1995 to January 3, 1996 and cer-
tain other modifications to the terms of the Credit Agreement in
connection therewith; and
WHEREAS, Borrower and Lender wish to enter into this Amend-
ment to. memorialize their agreements in regard to the foregoing
matters;
NOW, THEREFORE, in consideration of the premises, the terms
and conditions contained herein and other good and valuable con-
sideration, the receipt and sufficiency of which are hereby ac-
knowledged, the parties hereby agree as follows:
1. Incorporation by Reference of Defined Terms. Any capi-
talized terms used in this Amendment, but not expressly defined
herein, shall have the meanings given to such terms in the Credit
Agreement.
2. Amendment to Borrowinq Base Definition. The definition
of the "Borrowing Base" appearing in Section 1.1 of the Credit
Agreement, is hereby amended as follows:
(a) The introduction to clause (c) of
such definition (which reads "(c) up to the lesser
of (A) Twelve Million Five Hundred Thousand Dollars
($12,500,000), or (B) the sum of:") shall be de-
leted and the following revised introduction sub-
stituted in lieu thereof:
(c) up to the lessor of (A) Eleven Mil-
lion Dollars ($11,000,000) or (B) the sum of:
(b) Existing, revised clause (c)(1) of
the definition of "Borrowing Base" shall be deleted
and the following revised clause (c)(1) shall be
substituted in lieu thereof:
"(1) fifty-six percent (56%) of the value of the
Eligible Lumber Inventory at the Hickory and White
divisions of the Borrower; provided, however, that,
in addition to the other provisions hereof affect-
ing such percentage, such percentage shall be re-
duced, on a cumulative basis, by two percent (2%)
in the aggregate, at the rate of one-half of one
percent (1/2%) on March 31, 1995, June 30, 1995, Sep-
tember 30, 1995 and December 31, 1995; plus"
(c) Existing clause (c)(9) of the definition of "Bor-
rowing Base" (as revised in previous amendments to the Credit
Agreement) shall be deleted and the following revised clause
(c)(9) shall be substituted in lieu thereof:
"(9) forty-four percent (44%) of the value of the
Eligible Finished Goods Inventory at and to be sold
by either of the Hickory or White divisions of the
Borrower, provided, however, that, in addition to
the other provisions hereof affecting such percent-
age, such percentage shall be reduced, on a cumula-
tive basis, by two percent (2%) in the aggregate,
at the rate of one-half of one percent (1/2%) on
March 31, 1995, June 30, 1995, September 30, 1995
and December 31, 1995; plus "
3. Amendment to Definition of Borrowinq Base Loan Commit-
ment Termination Date. The definition of the "Borrowing Base Loan
Commitment Termination Date," appearing in Section 1.1 of the
Credit Agreement, is hereby amended by deleting the date "'Janu-
ary 3, 1995" appearing in clause (a) thereof and substituting
therefor the date "January 3, 1996."
4. Amendment to Borrowinq Base Loan Commutment Amount.
Section 2.2.2 of the Credit Agreement (as revised in previous
amendments to the Credit Agreement) is hereby amended by deleting
the words and figure "Fifteen Million Dollars ($15,000,000)"
therein and substituting in lieu thereof the words and figure
"Thirteen Million Dollars ($13,000,000)".
5. Amendment to Facility Fee. Existing clause (a) of Sec-
tion 2.3 of the Credit Agreement is hereby deleted and the follow-
ing revised clause (a) substituted in lieu thereof:
(a) Facility Fee. The Borrower agrees
to pay to the Lender a non-refundable facility fee
in the amount of Seventy-Five Thousand Dollars
($75,000) per annum, payable by Borrower quarterly
in arrears in the amount of Eighteen Thousand Seven
Hundred Fifty Dollars ($18,750) on each Quarterly
Payment Date.
6. Amendment to Term Loan Repayments. Sec-
tion 3.3.1.A of the Credit Agreement is amended by
deleting the dates "January 3, 1995" and "Janu-
ary 1, 1995" set forth therein and substituting
therefor, respectively, the dates "January 3, 1996"
and "January 1, 1996." The Term Note shall be
deemed amended accordingly to reflect the foregoing
amendment to maturity and amortization dates.
7. Amendment to Section 7.2.4 of the Credit Aqreement.
Section 7.2.4 of the Credit Agreement shall be deemed to be
amended by adding thereto the provisions set forth on Schedule
hereto with respect to Borrower's financial condition as of and
for the period commencing on January 1, 1995 and ending on Decem-
ber 31, 1995. All other provisions of said Section 7.2.4 shall
remain unchanged.
8. Extension Fee. In consideration of Lender's agreement
to extend the maturity date of the Commitment through January 3,
1996, Borrower shall pay to Lender a non-refundable extension fee
in the amount of Two Hundred Thirty-Four Thousand Nine Hundred
Ninty-Three Dollars and 50/100 ($234,993.50), being equal to one
and three-fourths percent (1 3/4%) of the Commitment on the date
of this Amendment, which fee shall be fully earned as of such
date. Such fee shall be payable as follows: (a) Sixty-Seven
Thousand One Hundred Forty-One Dollars ($67,141) shall be payable
on the date of this Amendment, (b) an additional Sixty-Seven
Thousand One Hundred Forty-One dollars ($67,141) shall be payable
on June 30, 1995, (c) an additional Fifty Thousand Three Hundred
Fifty-Five and 75/100 Dollars ($50,355.75) shall be payable on
September 30, 1995, and (d) an additional Fifty Thousand Three
Hundred Fifty-Five and 75/100 Dollars ($50,355.75) shall be pay-
able on December 31, 1995. Notwithstanding the foregoing, if
Borrower repays the Obligations in full on or prior to Decem-
ber 31, 1995 payment of the balance of such fee payable on or
subsequent to such prepayment date shall be waived.
9. Restatement of Representations and Warranties. Borrower
hereby restates and renews each and every representation and war-
ranty heretofore made by it under, or in connection with, the ex-
ecution and delivery of, the Credit Agreement and the other Loan
Documents.
10. Effect of Amendment. Except as set forth expressly
herein, all terms of the Credit Agreement, as amended hereby, and
the other Loan Documents, shall be and remain in full force and
effect and shall constitute the legal, valid, binding and enforce-
able obligations of Borrower to Lender. To the extent any terms
and conditions in any of the Loan Documents shall contradict or be
in conflict with any terms or conditions of the Credit Agreement,
after giving effect to this Amendment, such terms and conditions
are hereby deemed modified and amended accordingly to reflect the
terms and conditions of the Credit Agreement as modified and
amended hereby.
11. Ratification. Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the
Credit Agreement, as amended hereby, and the Loan Documents effec-
tive as of the date hereof.
12. Estoppel. To induce Lender to enter into this Amendment
and to continue to make advances to Borrower under the Credit
Agreement, Borrower hereby acknowledges and agrees that, as of the
date hereof, there exists no right of offset, defense, counter-
claim or objection in favor of Borrower as against Lender with
respect to the Obligations.
13. Governinq Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of Ohio and
all applicable federal laws of the United States of America.
14. Costs and ExPenses. Borrower agrees to pay on demand
all costs and expenses of Lender in connection with the prepara-
tion, execution, delivery and enforcement of this Amendment and
all other Loan Documents executed in connection herewith, the
closing hereof, and any other transactions contemplated hereby,
including the fees and out-of-pocket expenses of Lender's counsel.
In the event of Borrower's failure to pay such fees on demand,
Lender may make a Revolving Loan for Borrower's account in the
amount of such fees and use the proceeds thereof to pay such fees.
IN WITNESS WHEREOF, the parties hereto have cause this Amend-
ment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
HICKORY WHITE COMPANY
By: /s/ Michael Robinson
Name: Michael Robinson
Title: Vice President / CFO
Attest: /s/ Randy Austin
Name: Randy Austin
Title: President
[CORPORATE SEAL]
CITICORP NORTH AMERICA, INC.
By: /s/ John Podkowsky
Name: John Podkowsky
Title: Vice President
ACKNOWLEDGMENT OF HICKORY FURNITURE COMPANY
The undersigned, being a guarantor of the "Obligations" under
the Credit Agreement, dated as of June 15, 1990, between Hickory
White Company ("Borrower") and Citicorp North America, Inc.
("Lender"), as amended, acknowledges receipt of a copy of the
within and foregoing Fifth Amendment to Credit Agreement dated as
of even date herewith ("Fifth Amendment"), between Borrower and
Lender, and, in connection therewith, the undersigned further (a)
acknowledges and consents to the execution and delivery of said
Fifth Amendment by Borrower, (b) agrees to be bound by the terms
thereof and (c) agrees that its guarantee of the Obligations shall
continue in full force and effect, without discharge, release,
diminution or impairment, notwithstanding the execution, delivery
and performance of the Fifth Amendment.
IN WITNESS WHEREOF, the undersigned has caused this Acknowl-
edgment to be executed by an officer thereunto duly authorized as
of the 21st day of December, 1994.
HICKORY FURNITURE COMPANY
By: /s/ Gerald M. Tierney, Jr.
Name: Gerald M. Tierney, Jr.
Title: Vice President
ACRNOWLEDGMENT OF ACTON CORPORATION
The undersigned, having pledged all of the stock of Hickory
White Company ("Borrower") to Citicorp North America, Inc.
("Lender"), as security for the "Obligations" of Borrower to
Lender under the Credit Agreement, dated as of June 15, 1990, be-
tween Borrower and Lender (as amended, the "Credit Agreement"),
acknowledges receipt of a copy of the within and foregoing Fifth
Amendment to Credit Agreement ("Fifth Amendment"), between Bor-
rower and Lender, and, in connection therewith, the undersigned
further (a) acknowledges and consents to the execution and deliv-
ery of said Fifth Amendment by Borrower, (b) agrees to be bound by
the terms thereof and (c) agrees that its aforesaid pledge shall
continue in full force and effect, without discharge, release,
diminution or impairment, notwithstanding the execution, delivery
and performance of the Fifth Amendment.
IN WITNESS WHEREOF, the undersigned has caused this Acknowl-
edgment to be executed by an officer thereunto duly authorized as
of the 21st day of December, 1994.
SUNSTATES CORPORATION,
f/k/a Acton Corporation
By /s/ Glenn J. Kennedy
Name: Glenn J. Kennedy
Title: Vice President and Treasurer
ACKNOWLEDGMENT OF SUBORDINATORS
Each of the undersigned hereby acknowlodges receipt of a copy
of the within and foregoing Fifth Amendment to Credit Agreement,
dated as of even date herewith, between Hickory White Company
("Borrower") and Citicorp North America, Inc. (the "Fifth Amend-
ment"), and, in connection therewith, each of the undersigned fur-
ther (a) acknowledges and consents to the execution and delivery
of the Fifth Amendment by Borrower, (b) agrees to be bound by the
terms thereof and (c) agrees that the terms of subordination set
forth in the "Subordinated Loan Agreement" (as that term is de-
fined in the "Credit Agreement" referenced in the Fifth amend-
ment), shall continue in full force and effect, without discharge,
release, diminution or impairment, notwithstanding the execution,
delivery and performance of the Fifth Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused this
Acknowledgment to be executed by its officer thereunto duly autho-
rized, as of the 21st day of December, 1994.
NORMANDY INSURANCE AGENCY, INC.
By:
Name:
Title:
SUNSTATES FINANCIAL SERVICES, INC.
By: /s/ Glenn J. Kennedy
Name: Glenn J. Kennedy
Title E.V.P
SUNSTATES EQUITIES, INC.
By: /s/ Glenn J. Kennedy
Name: Glenn J. Kennedy
Title: E.V.P.
ACKNOWLEDGMENT OF SUBORDINATORS
Each of the undersigned hereby acknowledges receipt of a copy
of the within and foregoing Fifth Amendment to Credit Agreement,
dated as of even date herewith, between Hickory White Company
("Borrower") and Citicorp North America, Inc. (the "Fifth Amend-
ment"), and, in connection therewith, each of the undersigned fur-
ther (a) acknowledges and consents to the execution and delivery
of the Fifth Amendment by Borrower, (b) agrees to be bound by the
terms thereof and (c) agrees that the terms of subordination set
forth in the "Subordinated Loan Agreement" (as that term is de-
fined in the "Credit Agreement" referenced in the Fifth Amend-
ment), shall continue in full force and effect, without discharge,
release, diminution or impairment, notwithstanding the execution,
delivery and performance of the Fifth Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused this
Acknowledgment to be executed by its officer thereunto duly autho-
rized, as of the 21st day of December, 1994.
NORMANDY INSURANCE/AGENCY, INC.
By: /s/ Mark C. Riess
Name: Mark C. Riess
Title: Treasurer
SUNSTATES FINANCIAL SERVICES, INC.
By:
Name:
Title:
SUNSTATES EQUITIES, INC.
By:
Name:
Title:
SCHEDULE I
SECTION 7.2.4. Financial Condition. The Borrower will not
permit:
(a) the sum of (i) its consolidated earnings before in-
come taxes and any interest expense, plus (ii) depreciation
expense, plus (iii) Consolidated Contributions (whether or
not reflected on Borrower's income statement for the ap-
plicable period), Plus (iv) amortization of any Purchase Ac-
counting Adjustment, Plus (v) any cash interest income, plus
(vi) any increase in LIFO reserves, minus (vii) any decrease
in LIFO reserves, Plus (viii) any increase in accrued de-
ferred compensation, less (ix) any decrease in accrued de-
ferred compensation, plus (x) any increase in the accrued
equity plan, minus (xi) any decrease in the accrued equity
plan, plus (xii) amortization of all legal fees and bank fees
and charges incurred in connection with the consummation of
this financing transaction and the Acquisition minus (xiii)
charges to the consolidation reserve established specifically
for the closing of the White Plant in Mebane, North Carolina
(the "Consolidation Reserve") for each of the fiscal periods
set forth below, to be less than (or, if negative, to exceed)
the amount set opposite each such period below:
[Download Table]
Fiscal Month Ended Amount
One month ending January 31, 1995 $ 197,100
Two months ending February 28, 1995 $ 449,100
Three months ending March 31, 1995 $ 738,000
Four months ending April 30, 1995 $ 743,400
Five months ending May 31, 1995 $ 891,000
Six months ending June 30, 1995 $ 1,251,900
Seven months ending July 31, 1995 $ 1,333,800
Eight months ending August 31, 1995 $ 1,611,900
Nine months ending September 30, 1995 $ 1,802,700
Ten months ending October 31, 1995 $ 2,211,300
Eleven months ending November 30, 1995 $ 2,379,600
Twelve months ending December 31, 1995 $ 2,612,700
(b) its Consolidated Fixed Charge Coverage Ratio during
each of the periods set forth below to be less than the
ratio (or more than the negative ratio, if negative) set op-
posite each such period below:
[Download Table]
Period Ratio
One month ending January 31, 1995 .65:1
Two months ending February 28, 1995 .79:1
Three months ending March 31, 1995 .89:1
Four months ending April 30, 1995 .64:1
Five months ending May 31, 1995 .63:1
Six months ending June 30 1995 .76:1
Seven months ending July 31, 1995 .73:1
Eight months ending August 31, 1995 .81:1
Nine months ending September 30, 1995 .84:1
Ten months ending October 31, 1995 .95:1
Eleven months ending November 30, 1995 .97:1
Twelve months ending December 31, 1995 1.0:1
(c) its Consolidated Tangible Net Worth (inclusive of the
unused balance of the Consolidation Reserve) as of Decem-
ber 31, 1995 shall be not less than $15,000,000.
In connection with the foregoing, Borrower and Lender hereby
agree that in the event of Borrower's noncompliance with any of
the financial covenants set forth above the Borrower shall have
forty-five (45) days after the last day of the period as to which
such noncompliance occurred, with respect to the financial cov-
enants set forth in clauses (a) and (b) above, and forty-five (45)
days after the date as of which such noncompliance occurred, with
respect to the financial covenants set forth in clause (c) above,
to cure such noncompliance either by obtaining additional subordi-
nated loans from Normandy pursuant to the Subordinated Loan Agree-
ment in form and substance satisfactory to Lender or by obtaining
capital contributions from Acton, in each instance in an amount
equal to the amount of dollars which, on the last day of the pe-
riod as to which such noncompliance occurred, in the case of the
financial covenants set forth in clauses (a) and (b) above, or on
the date as of which such noncompliance occurred, in the case of
the financial covenants set forth in clause (c) above, would have
been required to cure such noncompliance on such date (such loans
or capital contributions, hereinafter individually a "Curing Con-
tribution" and collectively, the "Curing Contributions"); pro-
vided, however, that any such noncompliance which is not so cured
on or prior to the last day of such forty-five (45) day period
shall become an Event of Default on such date. In connection
with the foregoing, Lender hereby further agrees that if any cure
period described hereinabove ends on a day other than a Business
Day, Borrower shall have until the next succeeding Business Day to
effect such cure.
Dates Referenced Herein and Documents Incorporated by Reference
This ‘10-K’ Filing | | Date | | Other Filings |
---|
| | |
| | 1/3/96 |
| | 1/1/96 |
| | 12/31/95 | | NT 10-K |
| | 11/30/95 |
| | 10/31/95 |
| | 9/30/95 | | 10-Q |
| | 8/31/95 |
| | 7/31/95 |
| | 6/30/95 | | 10-Q |
| | 5/31/95 |
| | 4/30/95 |
Filed on: | | 3/31/95 | | 10-Q |
| | 2/28/95 |
| | 1/31/95 |
| | 1/3/95 |
| | 1/1/95 |
For Period End: | | 12/31/94 |
| | 1/31/93 |
| | 1/30/92 |
| List all Filings |
↑Top
Filing Submission 0000103575-95-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Mar. 28, 7:48:47.1pm ET