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Loan Documents [Amendment No. 3] - PNC Bank NA, Inmark Enterprises Inc., U.S. Concepts Inc., Inmark Services Inc. and Optimum Group Inc.

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                        THIRD AMENDMENT TO LOAN DOCUMENTS

         THIS THIRD AMENDMENT TO LOAN AGREEMENT;  SECURITY AGREEMENT; and PLEDGE
AGREEMENT (this "Amendment") is made as of June 30, 1999 among PNC Bank National
Association  ("Lender")  having  offices  at One  Garret  Mountain  Plaza,  West
Paterson,  New Jersey 07424,  Inmark Enterprises,  Inc., a Delaware  corporation
("Enterprises"),  U.S. Concepts,  Inc., a Delaware corporation,  ("USC"), Inmark
Services, Inc. a Delaware corporation ("Services"),  and Optimum Group, Inc., an
Ohio corporation  (formerly,  OG Acquisition Corp.) ("New OGI" and together with
Services and USC, the "Borrower").  Enterprises,  USC, Services, and New OGI are
collectively referred to herein as the "Inmark Group".

                             PRELIMINARY STATEMENT:

         A.  Lender,  Enterprises,  Services  and  New OGI  entered  into a Loan
Agreement  dated as of March 31,  1998 ((i) as amended by a First  Amendment  to
Loan Documents dated as of December 29, 1998, to which USC became a party,  (ii)
as amended by a Second Amendment to Loan Documents dated as of January 14, 1999,
and (iii) as amended hereby and as further  amended,  supplemented  or otherwise
modified from time to time,  the  "Agreement"),  pursuant to which,  among other
things,  Lender agreed to make (i) Revolving  Loans to Borrower in the aggregate
principal amount at any one time outstanding not to exceed $7,000,000 and (ii) a
term loan to Borrower in the principal amount of $5,000,000,  all upon the terms
and subject to the conditions set forth therein.

         B. The Inmark Group has requested that Lender waive the  non-compliance
by Borrower of certain of its covenants under Sections 4.5(c),  6.1, 6.2 and 6.4
of the Agreement  (such waivers as expressly  described and limited herein shall
be referred to collectively as "Waivers").

         C. Lender has agreed to the Waivers upon the  condition,  among others,
that each member of the Inmark Group agrees to the  amendments  set forth herein
and executes and delivers this Amendment.


                                   AGREEMENT:

1.  Definitions.  Capitalized  terms used in this Amendment  shall have the same
meanings given them in the Agreement, unless otherwise defined herein.

2. Section  1.1(a).  Section 1.1(a) of the Agreement is hereby amended to delete
"$7,000,000" in the sixth line and substitute "$5,000,000" therefor.

3. Section 3.8. The Lender hereby  acknowledges that the events described in the
letter  dated June 30, 1999 from  counsel to the Inmark  Group to counsel to the
Lender and attached  hereto as Exhibit A relative to Agreement of Sublease dated
November 8, 1995 between Ketchum  Communications,  Inc., and USC, as assignee of
U.S  Concepts,  Inc., a New York  corporation  (the  "Sublease")  solely for the
purposes of Section 3.8 of the  Agreement do not  constitute a default under the
Sublease which individually or in the aggregate has a Material Adverse Effect on
USC.


<PAGE>



4.  Section   4.5(c).   The  Lender   hereby   grants  a  waiver  of  Borrower's
non-compliance  with  Section  4.5(c) of the  Agreement,  solely in  respect  of
Borrower's  failure to deliver the required  monthly  financial  statements  and
Accounts aging report and account payable aging reports in respect of the months
ended April  30,1999  (the "April 1999  Report")  and May 31,1999 (the "May 1999
Report"),  and of the  Event of  Default  that  would  otherwise  result  from a
violation of that Section,  solely by reason of such non-compliance.  The Inmark
Group agrees that failure to submit the April 1999 Report and May 1999 Report to
Lender on or before July 15,1999 and July 31, 1999 respectively shall constitute
a  breach  of the  Agreement,  retroactive  to the  date of  Borrower's  initial
non-compliance with Section 4.5(c).

5. Section 6.1.

         a.  Waiver.   The  Lender   hereby   grants  a  waiver  of   Borrower's
non-compliance  with  Section  6.1 of the  Agreement,  solely in  respect of the
quarter ended March 31, 1999,  and of the Event of Default that would  otherwise
result  from  a   violation   of  that   Section,   solely  by  reason  of  such
non-compliance.

         b.  Amendment.  Section 6.1 of the Loan  Agreement is hereby amended to
replace the Minimum EBITDA amounts corresponding to the following dates with the
respective adjusted amounts set forth below:

         Quarter Ended                               Minimum EBITDA

         June 30, 1999                               $2,050,000
         September 30, 1999                          $3,210,000
         December 31, 1999                           $3,450,000

6. Section 6.2.

         a.  Waiver.   The  Lender   hereby   grants  a  waiver  of   Borrower's
non-compliance  with  Section  6.2 of the  Agreement,  solely in  respect of the
quarter ended March 31, 1999,  and of the Event of Default that would  otherwise
result  from  a   violation   of  that   Section,   solely  by  reason  of  such
non-compliance.

         b.  Amendment.  Section 6.2 of the Loan  Agreement is hereby amended to
replace the Maximum  Senior Debt Leverage Ratio  corresponding  to the following
dates with the respective adjusted ratios set forth below:

         Quarter Ended                        Maximum Senior Debt
                                                Leverage Ratio

         June 30, 1999                               4.15:1
         September 30, 1999                          2.75:1
         December 31, 1999                           2.50:1

7. Section 6.4 The Lender hereby  grants a waiver of  Borrower's  non-compliance
with Section 6.4 of the Agreement,  solely in respect of the quarter ended March
31,  1999,  and of the Event of  Default  that  would  otherwise  result  from a
violation of that Section, solely by reason of such non-compliance.



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<PAGE>



8.  Applicable  Margin.  The  "Applicable  Margin," as defined in Section 1.1 of
Exhibit  A,  is  hereby  amended  to  replace  the  rates   applicable  for  the
corresponding  Total Leverage Ratio with the following  adjusted rates set forth
below:

                                    Applicable Margin for     Applicable Margin
 Senior Debt Leverage Ratio         Eurodollar Rate Loans    for Base Rate Loans

 less than 1.5:1                             1.50%                      0.00%
 less than 2.0:1 but greater                 2.00%                      0.50%
 than or equal to 1.5:1
 less than 3.0:1 but greater                 2.50%                      1.00%
 than or equal to 2.0:1
 greater than or equal to 3.0:1              3.00%                      1.50%

9.  Interest  Period.  The portion of the second  sentence of the  definition of
"Interest  Period,"  in Section  1.1 of  Exhibit  A, up to the colon,  is hereby
amended and restated as follows:

         "The duration of each such Interest Period shall be three months,
provided that:"

         The portion of such second  sentence  following  the colon shall remain
unchanged.

10. Other  Covenants.  Each member of the Inmark Group,  jointly and  severally,
covenants  and agrees that it shall  furnish to the Lender in form and substance
satisfactory to Lender:

         a. As soon as  available,  but in no event later than 45 calendar  days
after the end of the  quarters  ending  June 30,  1999,  September  30, 1999 and
December 31, 1999, at the Inmark Group's sole cost and expense, a report in form
and substance  reasonably  acceptable to Lender that includes (i) a cover letter
from KPMG LLP pertaining to its review of the financial statements of the Inmark
Group and (ii) a special  report from KPMG LLP  pertaining to its testing of not
less than 75 percent of the  revenue  recognized  in the  applicable  quarter by
Services -- it being agreed that such report shall include KPMG LLP's review and
analysis of, among other things,  Services'  following of its corporate policies
for  revenue  recognition,  Services'  matching  of  expenses  and  accruals  in
accordance with GAAP and such other matters customarily found in reports of this
type from accounting firms; and

         b. No later than July 31, 1999, a written  plan,  prepared and approved
by the  management  of the Inmark Group,  that sets forth in  reasonable  detail
(together with estimated time frames) to address (and cure) the issues raised in
the management letter, dated June 10, 1999, from KPMG LLP to the Inmark Group.

11. Additional Fees. The Inmark Group acknowledges and agree that if the Maximum
Senior Debt Leverage  Ratio is not reduced below 2.0:1 in respect of the quarter
ended  December  31, 1999,  Borrower  shall pay to Lender an  additional  fee of
$25,000, as soon as practicable, but in no case later than January 15, 2000.

12. Collection of Receivables.  If requested by Lender, Borrower shall establish
and  maintain  at an office of Lender a lockbox  (the  "Lockbox"),  pursuant  to
Lender's form of Lockbox Agreement (the "Lockbox Agreement"), for the collection
of payments in respect of Accounts. When such Lockbox is


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established,  Borrower will direct each Account  debtor to remit all payments in
respect  of  Accounts  directly  into  the  Lockbox.  If,  notwithstanding  such
instructions,  the  borrower  receives the  proceeds of any  Accounts,  it shall
receive them as the Lender's  trustee,  shall not commingle them with Borrower's
other funds and shall  immediately  deliver such payments to the Lender in their
original  form,  duly  endorsed  in blank or shall  deposit  them into a payment
account, as the Lender may direct. Each deposit of any such proceeds of Accounts
shall be accompanied by information  describing the source of the funds.  Lender
may, at any time, notify Account debtors that the Accounts have been assigned to
the Lender and may collect them  directly and charge  Borrower for the costs and
expenses of collection. Borrower, at Lender's request, shall execute and deliver
to the Lender the Lockbox Agreement,  any documents  contemplated by the Lockbox
Agreement and such other  documents as Lender shall  require in connection  with
the foregoing.  For the avoidance of doubt, the Lockbox Agreement,  if executed,
shall be considered a "Loan Document."

13.      Certain Representations and Warranties.

         a. In order to induce  the Lender to enter  into this  Amendment,  each
member of the Inmark  Group  hereby  represents  and warrants to the Lender that
after  giving  effect to the Waivers  and the  amendments  contemplated  by this
Amendment that:

         (1) no Event of Default, or any event which, with the giving of notice,
the lapse of time, or both,  or the  occurrence  of any other  condition,  would
constitute an Event of Default, has occurred and is continuing;

         (2) the Agreement,  the Security  Agreement,  the Pledge  Agreement and
each of the other Loan  Documents (as amended by this  Amendment),  after giving
effect  to this  Amendment,  continue  to be in full  force  and  effect  and to
constitute the legal, valid and binding obligations of each member of the Inmark
Group that is a party  thereto,  enforceable  against  each member of the Inmark
Group in accordance with their respective terms;

         (3) the  representations  and  warranties  made by each  member  of the
Inmark Group in or pursuant to the Agreement, the Security Agreement, the Pledge
Agreement  or any  other  Loan  Document  (in  each  case  as  amended  by  this
Amendment), or which are contained in any certificate,  document or financial or
other  statement  furnished  at any time  under  or in  connection  herewith  or
therewith,  are each true and correct in on and as of the date hereof, as though
made on and as of such date;

         (4) the "draft" quarterly financial statements for the Inmark Group for
the  quarter  ended  March 31, 1999 and  delivered  to Lender  were  prepared in
accordance  with GAAP and fairly  present the financial  condition and operating
results of the Inmark Group as of that date;

         (5) the "draft" financial  statements for year ended March 31, 1999 for
the Inmark Group  delivered to Lender were prepared in accordance  with GAAP and
fairly present the financial condition and operating results of the Inmark Group
as of that date;  and the KPMG LLP audited  financial  statements for the Inmark
Group for the same  period will not  reflect  any  modification  from such draft
(other than non-material modifications).

14.  Conditions to Effectiveness of this Amendment.  This Amendment shall become
effective upon the satisfaction of the following conditions:


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                  a.  Mandatory  Prepayment.  Borrower  shall have  prepaid  the
outstanding principal amount of the Term Loan in an amount equal to $1,340,000.

                  b. Note.  In  exchange  for the Second  Amended  and  Restated
Revolving  Note,  Lender  shall  have  received  a Third  Amended  and  Restated
Revolving Note,  payable to the order of Lender,  conforming to the requirements
hereof and executed by (a) duly authorized officer(s) of Borrower.

                  c. Fees and  Expenses.  The Inmark  Group  shall have paid all
expenses of Lender, including,  without limitation,  (i) an amendment fee in the
amount  of  $25,000  and  (ii)  reasonable  fees and  expenses  of  counsel,  in
connection  with the  preparation,  execution and delivery of this Amendment and
all other documents and instruments to be executed and delivered pursuant hereto
or in connection herewith, and the transactions contemplated hereby.

                  d.  Recordings  and  Filings;  Other  Actions.  Any  documents
(including,  without  limitation,  financing  statements  and an  assignment  of
registered  intellectual property) required to be filed,  registered or recorded
(and that have not already  been so filed,  registered  or recorded) in order to
create,  in favor of Lender a perfected Lien against the  Collateral  thereunder
with  respect to which a Lien may be  perfected  by a filing  under the  Uniform
Commercial Code or any other  applicable law shall have been delivered to Lender
duly  executed  by the  appropriate  member of the Inmark  Group and shall be in
proper  form  to be  filed,  registered  or  recorded  in  each  office  in each
jurisdiction  required in order to create in favor of Lender a perfected Lien on
the respective  Collateral described therein having the priority purported to be
granted  thereby.  Lender shall have also  received  evidence that all necessary
filing  fees  and  all  taxes  or  other  expenses   related  to  such  filings,
registrations  or  recordings  will be paid in full.  Lender shall have received
evidence  that all  other  actions  necessary  or,  in the  opinion  of  Lender,
desirable to perfect the Liens created by the Loan Documents have been taken.

                  e. No Legal  Restraints.  There  shall  be no (i)  litigation,
investigation  or other  proceeding  of or  before  any  Governmental  Authority
pending  or,  to the best of  knowledge  of each  member  of the  Inmark  Group,
threatened  against any member of the Inmark Group or any of its  properties  or
revenues that could have a Material  Adverse  Effect or (ii)  injunction,  writ,
restraining  order  or  any  order  of any  nature  issued  by any  Governmental
Authority directing that the transactions  provided for in this Amendment not be
consummated as therein provided.

                  f. Additional  Matters.  Lender shall have received such other
certificates,  opinions,  documents and instruments relating to the transactions
contemplated  by this  Amendment as it may have  reasonably  requested,  and all
corporate  and  other  proceedings  and  all  other  documents  (including,  all
documents  referred to herein and not  appearing  as exhibits  hereto) and legal
matters in connection with the transactions contemplated by this Amendment shall
be satisfactory in form and substance to Lender and its counsel.

15. Condition Subsequent.  This Amendment shall become automatically void and of
no force  and  effect  if on or  prior to July 1,  1999  Lender  shall  not have
received a  certificate  from the  Secretary or an  Assistant  Secretary of each
member of the Inmark Group,  dated the Closing Date,  certifying (as applicable)
that or as to (i)  attached to each such  certificate  is a true,  complete  and
correct copy of the  resolutions of the Board of Directors of such member of the
Inmark  Group  authorizing  among  other  things  the  execution,  delivery  and
performance of this Amendment and (ii) such  resolutions  have not been amended,
modified,


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revoked or  rescinded  since the dates on which they were  adopted and (iii) the
incumbency  and signature of each officer  signing this  Amendment and any other
certificate  or other  document to be  delivered  pursuant  hereto (and  another
officer of such member of the Inmark Group shall certify as to the incumbency of
such Secretary or Assistant Secretary).

16. Counterparts.  This Amendment may be executed in several counterparts,  each
of which, when executed and delivered,  shall be deemed an original,  and all of
which together shall constitute one agreement.

17.  Governing  Law.  This  Amendment  shall be  governed by and  construed  and
interpreted in accordance with the laws of the State of New York, without giving
effect to principles of conflicts of law.

18. Effect of Amendment. From and after the effectiveness hereof, all references
to the Agreement, the Security Agreement, the Pledge Agreement in the other Loan
Documents  shall  mean  the  Agreement,   the  Security  Agreement,  the  Pledge
Agreement, respectively, as amended and modified by this Amendment.

19. Ratification; Effect of Waivers. Except as amended and otherwise modified by
this Amendment,  the Agreement, the Security Agreement, the Pledge Agreement and
the other Loan  Documents  shall  remain in full force and effect in  accordance
with their respective  terms.  Except as expressly  described above, the Waivers
shall  not  constitute  (i)  a  modification  or an  alteration  of  the  terms,
conditions or covenants of the  Agreement,  the Security  Agreement,  the Pledge
Agreement  or any other Loan  Document or (ii) a waiver,  release or  limitation
upon the Lender's exercise of any of its rights and remedies  thereunder,  which
are hereby  expressly  reserved.  The  Waivers  shall not relieve or release any
member  of  the  Inmark  Group  or any  guarantor  in any  way  from  any of its
respective duties, obligations, covenants or agreements under the Agreement, the
Security Agreement, the Pledge Agreement or the other Loan Documents or from the
consequence of any Event of Default  thereunder,  except as expressly  described
above. The Waivers shall not obligate the Lender, or be construed to require the
Lender,  to waive any other Events of Default or defaults,  whether now existing
or which may occur after the date of this Amendment.


                            [signature page follows]


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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.


               PNC BANK NATIONAL ASSOCIATION

               By: /s/ Charles W. Jones
                   --------------------
               Name/Title: Charles W. Jones
                           Vice President



               INMARK ENTERPRISES, INC.

               By: /s/ Donald A. Bernard
                   ---------------------
               Name/Title: Donald A. Bernard
                           Executive Vice President


               U.S. CONCEPTS, INC.
               (a Delaware corporation)

               By: /s/ Donald A. Bernard
                   ---------------------
               Name/Title: Donald A. Bernard
                           Executive Vice President


               INMARK SERVICES, INC.

               By: /s/ Donald A. Bernard
                   ---------------------
               Name/Title: Donald A. Bernard
                           Executive Vice President


               OPTIMUM GROUP, INC.

               By: /s/ Donald A. Bernard
                   ---------------------
               Name/Title: Donald A. Bernard
                           Executive Vice President


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