Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 112 656K
9: EX-10.10 Amendment No. 2 to Loan and Security Agreement 10 32K
10: EX-10.11 Pledge Agreement, Made as of March 31, 1995 17 46K
11: EX-10.12 Pledge Agreement, Made as of March 31, 1995 16 45K
12: EX-10.13 Subordination Agreement, Dated March 31, 1995 9 34K
13: EX-10.14 Unconditional Guaranty, Made March 31, 1995 12 35K
14: EX-10.15 Subordinated Note, Dated March 31, 1995 16 68K
15: EX-10.16 Subordinated Note, Dated March 31, 1995 11 45K
16: EX-10.17 Form of Distribution Agreement 19 54K
17: EX-10.18 Form of Amendment Agreement 15 24K
18: EX-10.19 Addendum to Form of Distribution Agreement 4 18K
19: EX-10.22 Employment Agreement:Adzia 9 40K
20: EX-10.23 Employment Agreement:Garcia De Quevedo 16 40K
21: EX-10.24 Employment Agreement: Andruskiewicz 9 39K
22: EX-10.25 Employment Agreement:Foley 13 38K
2: EX-10.3 Stock Subscription Warrant, Dated March 31, 1995 26 96K
3: EX-10.4 Agreement Dated November 10, 1994 88 268K
4: EX-10.5 Purchase Agreement Amendment Dated Feb. 24, 1995 25 72K
5: EX-10.6 Second Purchase Agreement Amendment 2 15K
6: EX-10.7 Third Purchase Agreement Amendment 2 14K
7: EX-10.8 Loan and Security Agreement Dated March 31, 1995 185 566K
8: EX-10.9 Amendment No. 1 to Loan and Security Agreement 8 26K
23: EX-21.1 Subsidiaries of the Company 1 8K
24: EX-23.1 Consent of Kpmg Peat Marwick LLP 1 9K
25: EX-23.2 Consent of Price Waterhouse LLP 1 8K
26: EX-27.1 Financial Data Schedule 1 11K
EX-10.9 — Amendment No. 1 to Loan and Security Agreement
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EXHIBIT 10.9
AMENDMENT NO. 1
dated as of December 29, 1995
to
LOAN AND SECURITY AGREEMENT
dated as of March 31, 1995
THIS AMENDMENT NO. 1 dated as of December 29, 1995 is made between
PROSOURCE SERVICES CORPORATION, a Delaware corporation (PROSOURCE), BROMAR
SERVICES, INC., a Delaware corporation (BROMAR), and PROSOURCE DISTRIBUTION
SERVICES LIMITED, a Canadian corporation (PROSOURCE CANADA and together with
ProSource and BroMar, the BORROWERS), the financial institutions party from
time to time to the Loan Agreement referred to below (the LENDERS), NATIONSBANK
OF GEORGIA, N.A., a national banking association (NATIONSBANK), THE FIRST
NATIONAL BANK OF BOSTON, a national banking association (BANK OF BOSTON),
SHAWMUT CAPITAL CORPORATION, a Delaware corporation (SCC), as co-agents (each
in that capacity a CO-AGENT and collectively the CO-AGENTS) and NATIONSBANK OF
GEORGIA, N.A., as administrative agent for the Lenders (in that capacity,
together with any successors in that capacity, the ADMINISTRATIVE AGENT).
Preliminary Statements
The Borrowers, the Lenders, the Co-Agents and the Administrative Agent are
parties to a Loan and Security Agreement dated as of March 31, 1995 (as
heretofore amended, the LOAN AGREEMENT; terms defined therein and not otherwise
defined herein being used herein as therein defined).
The Borrowers have requested certain modifications to the arrangements
evidenced by the Agency Account Agreement to which The First National Bank of
Chicago is a party, an increase in the amount of the Letter of Credit Facility
and certain other modifications, and the Lenders and the Administrative Agent
have agreed to such requests, upon and subject to all the terms, conditions and
provisions of this Amendment.
NOW, THEREFORE, in consideration of the Loan Agreement, the Loans made by
the Lenders and outstanding thereunder, the mutual promises hereinafter set
forth and other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Amendment to Loan Agreement. The Loan Agreement is hereby
amended, subject to the provisions of Section 2 hereof, by
(a) amending Section 1.1 Definitions thereof by
(i) amending the definition "Interest Period" by deleting therefrom the
phrase "one, two, three or six months" and substituting therefor the phrase
"one, two, three, six, nine or twelve months";
(ii) amending the definition "Letter of Credit Facility" by deleting the
figure "$20,000,000" appearing therein and substituting therefor the figure
"$25,000,000"; and
(iii) amending subsection (n) of the definition "Eligible Receivables" by
adding at the end thereof the following additional clause:
PROVIDED, that Receivables outstanding under contracts between ProSource
and Army & Air Force Exchange Services ("AAFES") up to an amount equal to
$5,000,000 at any time under all such contracts in the aggregate, shall not
be deemed ineligible by reason of this subparagraph herein so long as AAFES
shall have acknowledged and agreed, in writing with form and substance
satisfactory to the Administrative Agent, appropriate payment instructions
for all invoices from ProSource and that it will not accept any change in
such payment instructions without the prior written consent of the
Administrative Agent.
(b) amending Section 1.2 Other Referential Provisions and Rules of
Construction by amending subsection (j) thereof in its entirety to read as
follows:
(j) The terms "accounts", "chattel paper", "documents", "equipment",
"instruments", "general intangibles", "inventory", "proceeds", "cash
proceeds" and "non-cash proceeds" as and when used (without being
capitalized) in the Loan Documents, shall have the respective meanings
given such terms in the Uniform Commercial Code.
(c) amending Section 5.8 Duration of Interest Periods, etc., by amending
subsection (d) thereof in its entirety to read as follows:
(d) In no event shall there be (i) more than nine Eurodollar Rate
Loans outstanding hereunder at any time or (ii) Eurodollar Rate Loans to
which Interest Periods longer than six months are applicable outstanding in
an aggregate principal amount greater than $100,000,000. For the purpose
of this SUBSECTION (d), each Eurodollar Rate Revolving Credit Loan and each
Eurodollar Rate Term Loan having a distinct Interest Period shall be deemed
to be a separate Loan hereunder.
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(d) amending Section 9.1 Collection of Receivables by (i) inserting in
subsection (b) thereof between the word "shall" and the phrase "cause all
collected balances" appearing therein, the phrase ", subject to the provisions
of SECTION 9.1(c),", (ii) redesignating subsection (c) thereof as subsection (d)
and (iii) inserting therein a new subsection (c) to read as follows:
(c) Pursuant to any Agency Account Agreement, the Administrative Agent
may permit the Borrowers (or any of them) to initiate withdrawals from the
Agency Account subject to such Agency Account Agreement, PROVIDED that such
Agency Account Agreement shall also specifically provide that any
withdrawal or withdrawal right on the part of the Borrowers (or any of
them) is expressly subject to the prior written consent of the
Administrative Agent and that, once given, any such consent may be revoked
on not more than five days' written notice from the Administrative Agent to
the Clearing Bank party to such Agency Account Agreement.
(e) Amending Section 11-1(d) Annual Budgets by deleting therefrom the
phrase "30 days' prior" and substituting therefor the phrase "30 days after";
(f) amending Section 16.11 Amendments by amending subsection (b)(ii)
thereof in its entirety to read as follows:
(ii) (x) no Collateral having an aggregate value greater than $250,000
shall be released by the Administrative Agent in any 12-month period other
than as specifically permitted in this Agreement (including, without being
limited to, pursuant to SECTION 9.1(c)) or the Security Documents, nor
shall any Collateral be released at a time when the Administrative Agent is
entitled to exercise remedies hereunder upon default, nor shall any
Borrower or the Parent be released from its liability for the Secured
Obligations, PROVIDED that, in respect of property leased by a Borrower
from a third party lessor (other than a Borrower or Affiliate of a
Borrower), confirmation by the Administrative Agent to the lessor of such
property or to any Person claiming an interest in such property through
such lessor that, except to the extent of the interest of the lessee
therein, the Administrative Agent, for itself and the Lenders, claims no
interest in such property under lease, shall not be deemed to be a
"release" of Collateral,
Section 2. Effectiveness of Amendment. This Amendment shall become
effective as of March 31, 1995 upon receipt by the Administrative Agent of at
least ten copies of this Amendment duly executed and delivered by each Borrower,
the Co-Agents and each Lender.
Section 3. Effect of Amendment. From and after the effectiveness of this
Amendment, all references in the Loan Agreement and in any other Loan Document
to "this
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Agreement," "the Loan Agreement," "hereunder," "hereof" and words of like
import referring to the Loan Agreement, shall mean and be references to the
Loan Agreement as amended by this Amendment. Except as expressly amended
hereby, the Loan Agreement and all terms, conditions and provisions thereof
remain in full force and effect and are hereby ratified and confirmed. The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.
Section 4. Counterpart Execution; Governing Law.
(a) Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same agreement.
(b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Georgia.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWERS:
PROSOURCE SERVICES CORPORATION
[Corporate Seal]
Attest: By: /s/ William F. Evans
------------------------------
William F. Evans
By: /s/ Paul A. Garcia de Quevedo Executive Vice President
--------------------------------
Paul A. Garcia de Quevedo
Secretary
BROMAR SERVICES, INC.
[Corporate Seal]
Attest: By: /s/ William F. Evans
------------------------------
William F. Evans
By: /s/ Paul A. Garcia de Quevedo Executive Vice President
--------------------------------
Paul A. Garcia de Quevedo
Secretary
PROSOURCE DISTRIBUTION SERVICES
[Corporate Seal] LIMITED
Attest: By: /s/ William F. Evans
------------------------------
William F. Evans
By: /s/ Paul A. Garcia de Quevedo Executive Vice President
--------------------------------
Paul A. Garcia de Quevedo
Secretary
(Signatures continued on following three pages)
-5-
ADMINISTRATIVE AGENT:
NATIONSBANK OF GEORGIA, N.A.,
By: /s/ John W. Getz
------------------------------
John W. Getz
Senior Vice President
CO-AGENTS AND LENDERS:
NATIONSBANK OF GEORGIA, N.A.,
as a Lender and Co-Agent
By: /s/ John W. Getz
------------------------------
John W. Getz
Senior Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as a Lender and Co-Agent
By: /s/ William C. Purinton
------------------------------
William C. Purinton
Vice President
SHAWMUT CAPITAL CORPORATION
as a Lender and Co-Agent
By: /s/ Elizabeth L. Waller
------------------------------
Name: Elizabeth L. Waller
Title: Vice President
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THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ Frank F. Sandler
------------------------------
Frank F. Sandler
Relationship Manager
By: /s/ Stephen Hart
------------------------------
Stephen Hart
Vice President
BANKAMERICA BUSINESS CREDIT, INC.,
as a Lender
By: /s/ Charles A. Burtch
------------------------------
Charles A. Burtch
Executive Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.,
as a Lender
By: /s/ Michael Lapresi
------------------------------
Michael Lapresi
Vice President
HELLER FINANCIAL, INC.,
as a Lender
By: /s/ Dennis Baelis
------------------------------
Name: Dennis Baelis
Title: VP
SANWA BUSINESS CREDIT CORPORATION
as a Lender
By: /s/ Peter L. Skavla
------------------------------
Name: Peter L. Skavla
Title: Vice President
-7-
NATIONAL CITY COMMERCIAL FINANCE,
INC., as a Lender
By: /s/ Lee K. Mosby
------------------------------
Name: Lee K. Mosby
Title: Vice President
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/6/96 | | | | | | | None on these Dates |
| | 12/29/95 | | 1 |
| | 3/31/95 | | 1 | | 3 |
| List all Filings |
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