EX-10.2 3 d64886_ex10-2.txt 4TH AMEND TO AMENDED AND RESTATED LOAN AGREE Exhibit 10.2 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT ("Fourth Amendment") is made as of this 8th day of June, 2005, by and among FLEET CAPITAL CORPORATION ("Fleet"), a Rhode Island corporation with an office at One South Wacker Drive, Suite 3400, Chicago, Illinois 60606, individually as a Lender and as Agent ("Agent") for itself and any other financial institution which is or becomes a party hereto (each such financial institution, including Fleet, is referred to hereinafter individually as a "Lender" and collectively as the "Lenders"), the CANADIAN PARTICIPANTS party hereto, the U.K. PARTICIPANTS party hereto, FLEET CAPITAL GLOBAL FINANCE, INC., individually as a Lender and as Canadian Agent ("Canadian Agent"), BANK OF AMERICA, N.A., London branch (as successor-in-interest to Fleet National Bank, London branch, trading as FleetBoston Financial), individually as a Lender and as U.K. Agent ("U.K. Agent"), WELLS FARGO FOOTHILL, LLC, as Syndication Agent, LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent, the LENDERS, KATY INDUSTRIES, INC., a Delaware corporation, with its chief executive office and principal place of business at 765 Straits Turnpike, Suite 2000, Middlebury, Connecticut 06762 ("Katy" or "U.S. Borrower"), WOODS INDUSTRIES (CANADA) INC., a Canadian corporation with its chief executive office and principal place of business at 375 Kennedy Road, Scarborough, Ontario M1K 2A3 ("Woods Canada" or "Canadian Borrower") and CEH LIMITED ("CEH" or "U.K. Borrower"), a private limited company incorporated under the laws of England and Wales and registered with Company No. 4992300 whose registered office is Cardrew Way, Redruth Cornwall, TR15 1ST, England. Katy, Woods Canada and CEH are sometimes hereinafter referred to individually as a "Borrower" and collectively as "Borrowers." W I T N E S S E T H: WHEREAS, Agent, Lenders, Canadian Participants, U.K. Participants, Canadian Agent, U.K. Agent and Borrowers entered into a certain Amended and Restated Loan Agreement dated as of April 20, 2004 as amended by a certain First Amendment to Amended and Restated Loan Agreement dated June 29, 2004 by and among Agents, Lenders and Borrowers, by a certain Second Amendment to Amended and Restated Loan and Security Agreement dated March 29, 2005 by and among Agent, Lenders and Borrowers and by a certain Third Amendment to Amended and Restated Loan and Security Agreement dated April 13, 2005 by and among Agent, Lenders and Borrowers (said Loan Agreement, as so amended, is hereinafter referred to as the "Loan Agreement"); and WHEREAS, Borrowers desire to amend and modify certain provisions of the Loan Agreement pursuant to the terms and conditions hereof; WHEREAS, subject to the terms and conditions hereof, Agent, Lenders, Canadian Participants, U.K. Participants, U.K. Agent and Canadian Agent are willing to so amend and modify the Loan Agreement; and NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and any extension of credit heretofore, now or hereafter made by Agent and Lenders to Borrowers, the parties hereto hereby agree as follows: 1. Definitions. All capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement. 2. Total Money Borrowed. Subsection 7.2.3 of the Loan Agreement is hereby deleted and the following is inserted in its stead: "7.2.3 Total Money Borrowed. Create, incur, assume, or suffer to exist, or permit any Subsidiary of Borrower to create, incur or suffer to exist, any Money Borrowed, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Money Borrowed, including without limitation Subordinated Debt, existing on the date of this Agreement and listed on Exhibit 7.2.3; (iii) Permitted Purchase Money Borrowed; (iv) Guaranties of any Money Borrowed permitted hereunder; (v) Money Borrowed in respect of intercompany loans permitted under subsection 7.2.2(v), (vi) and (vii); (vi) Obligations to pay Rentals permitted by subsection 7.2.18; (vii) Second Lien Debt; (viii) unsecured Money Borrowed in connection with the financing of insurance premiums; provided that the aggregate amount of any such Money Borrowed does not exceed, at any point in time, $2,000,000; and (ix) Money Borrowed not included in paragraphs (1) through (viii) above which does not exceed at any time, in the aggregate, the sum of $500,000." 3. Condition Precedent. This Fourth Amendment shall become effective upon the execution and delivery of this Fourth Amendment by each of Borrowers, Agent and Majority Lenders. The date on which such condition precedent is satisfied shall be referred to as the "Fourth Amendment Effective Date." 4. Continuing Effect. Except as otherwise specifically set out herein, the provisions of the Loan Agreement shall remain in full force and effect. 5. Governing Law. This Fourth Amendment and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of 2 Illinois applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflicts of laws. 6. Counterparts. This Fourth Amendment may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. (Signature Page Follows) 3 (Signature Page to Fourth Amendment to Loan Agreement) IN WITNESS WHEREOF, this Fourth Amendment has been duly executed on the day and year specified at the beginning of this Fourth Amendment. KATY INDUSTRIES, INC. By: /s/ Amir Rosenthal ----------------------------------- Name: Amir Rosenthal Title: Vice President and CFO CEH LIMITED By: /s/ Christopher W. Anderson ---------------------------------- Name: Christopher W. Anderson Title: Director and By: /s/ Christopher Lacovara ---------------------------------- Name: Christopher Lacovara Title: Director WOODS INDUSTRIES (CANADA) INC. By: /s/ Amir Rosenthal ---------------------------------- Name: Amir Rosenthal Title: Secretary FLEET CAPITAL CORPORATION, as Agent and as a Lender By: /s/ Jason Riley ---------------------------------- Name: Jason Riley Title: Vice-President WELLS FARGO FOOTHILL LLC, as Syndication Agent and Lender By: /s/ Lan Wong ---------------------------------- Name: Lan Wong Title: Vice-President LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent and as a Lender By: ---------------------------------- Name: Title: UPS CAPITAL CORPORATION, as a Lender By: /s/ John P. Holloway --------------------------------------- Name: John P. Holloway Title: Director of Portfolio Management BANK OF AMERICA, N.A., London branch, as U.K. Agent and U.K. Lender By: --------------------------------------- Name: ---------------------------------- Title: ---------------------------------- FLEET CAPITAL GLOBAL FINANCE, INC., as Canadian Agent and Canadian Lender By: --------------------------------------- Name: ---------------------------------- Title: ---------------------------------- Accepted and Agreed to this 8th day of June, 2005. GUARANTORS: KKTY HOLDING COMPANY, L.L.C. By: /s/ Christopher W. Anderson ---------------------------------------- Name: Christopher W. Anderson Title: Authorized Manager AMERICAN GAGE & MACHINE CO. By: /s/ Amir Rosenthal ---------------------------------------- Name: Amir Rosenthal Title: Secretary CONTINENTAL COMMERCIAL PRODUCTS, LLC By: /s/ Amir Rosenthal ---------------------------------------- Name: Amir Rosenthal Title: Secretary PTR MACHINE CORP. By: /s/ Amir Rosenthal ---------------------------------------- Name: Amir Rosenthal Title: Secretary SAVANNAH ENERGY SYSTEMS COMPANY By: /s/ Amir Rosenthal ---------------------------------------- Name: Amir Rosenthal Title: Secretary WOODS INDUSTRIES, INC. By: /s/ Amir Rosenthal ---------------------------------------- Name: Amir Rosenthal Title: Secretary