<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 17, 1997
Graham-Field Health Products, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-10881NY 11-2578230
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
400 Rabro Drive East, Hauppauge, NY 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 582-5900
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On July 17, 1997, Graham-Field Health Products, Inc., a Delaware
corporation (the "Company"), announced that it proposes to issue Senior
Subordinated Notes in the aggregate principal amount of $100 million in a
private offering. The Company also announced that it has amended its Revolving
Credit and Security Agreement with the lenders named therein, including IBJ
Schroder Bank & Trust Company, as agent, to, among other things, increase the
amount available for borrowings thereunder to $75 million.
Additional information with respect to the transactions described
herein is included in the press release issued by the Company on July 17, 1997
attached hereto as Exhibit 99(a).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
<TABLE>
<CAPTION>
(c) Exhibit No. Description
---------- -----------
<S> <C>
10(a) Amendment No. 1, dated as of June 25, 1997,
to the Revolving Credit and Security
Agreement dated as of December 10, 1996, by
and among IBJ Schroder Bank & Trust Company
(as lender and as agent), the Company,
Graham-Field, Inc., Graham-Field Express,
Inc., Graham-Field Temco, Inc., Graham-Field
Distribution, Inc., Graham-Field Bandage,
Inc., Graham-Field Express (Puerto Rico),
Inc., and Everest & Jennings, Inc.
10(b) Amendment No. 2, dated as of July 9, 1997,
to the Revolving Credit and Security
Agreement dated as of December 10, 1996, by
and among IBJ Schroder Bank & Trust Company
(as lender and as agent), the Company,
Graham-Field, Inc., Graham-Field Express,
Inc., Graham-Field Temco, Inc., Graham-Field
Distribution, Inc., Graham-Field Bandage,
Inc., Graham-Field Express (Puerto Rico),
Inc., and Everest & Jennings, Inc.
10(c) Amendment No. 3, dated as of July 9, 1997,
to the Revolving Credit and Security
Agreement dated as of December 10, 1996, by
and among IBJ Schroder Bank & Trust Company
(as lender and as agent), the Company,
Graham-Field, Inc., Graham-Field Express,
Inc., Graham-Field Temco, Inc., Graham-Field
Distribution, Inc., Graham-Field Bandage,
Inc., Graham-Field Express (Puerto Rico),
Inc., and Everest & Jennings, Inc.
99(a) Press Release, dated July 17, 1997
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
Date: July 17, 1997 By: /s/ Richard S. Kolodny
--------------------------------
Name: Richard S. Kolodny
Title: Vice President, General
Counsel and Secretary
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
10(a) Amendment No. 1, dated as of June 25,
1997, to the Revolving Credit and
Security Agreement dated as of
December 10, 1996, by and among IBJ
Schroder Bank & Trust Company (as lender
and as agent), the Company, Graham-
Field, Inc., Graham-Field Express, Inc.,
Graham-Field Temco, Inc., Graham-Field
Distribution, Inc., Graham-Field
Bandage, Inc., Graham-Field Express
(Puerto Rico), Inc., and Everest &
Jennings, Inc.
10(b) Amendment No. 2, dated as of July 9,
1997, to the Revolving Credit and
Security Agreement dated as of
December 10, 1996, by and among IBJ
Schroder Bank & Trust Company (as lender
and as agent), the Company, Graham-
Field, Inc., Graham-Field Express, Inc.,
Graham-Field Temco, Inc., Graham-Field
Distribution, Inc., Graham-Field
Bandage, Inc., Graham-Field Express
(Puerto Rico), Inc., and Everest &
Jennings, Inc.
10(c) Amendment No. 3, dated as of July 9, 1997,
to the Revolving Credit and Security
Agreement dated as of December 10, 1996,
by and among IBJ Schroder Bank & Trust
Company (as lender and as agent), the Company,
Graham-Field, Inc., Graham-Field Express,
Inc., Graham-Field Temco, Inc., Graham-Field
Distribution, Inc., Graham-Field Bandage,
Inc., Graham-Field Express (Puerto Rico),
Inc., and Everest & Jennings, Inc.
99(a) Press Release, dated July 17, 1997
</TABLE>
4
<PAGE> 1
AMENDMENT NO. 1
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") is entered into as of June
25, 1997, by and among GRAHAM-FIELD HEALTH PRODUCTS, INC., a corporation
organized under the laws of the State of Delaware ("Holdings"), GRAHAM-FIELD,
INC., a corporation organized under the laws of the State of New York ("Field"),
GRAHAM-FIELD EXPRESS, INC., a corporation organized under the laws of the State
of Delaware ("Express"), GRAHAM-FIELD TEMCO, INC., a corporation organized under
the laws of the State of New Jersey ("Temco"), GRAHAM-FIELD DISTRIBUTION, INC.,
a corporation organized under the laws of the State of Missouri
("Distribution"), GRAHAM-FIELD BANDAGE, INC., a corporation organized under the
laws of the State of Rhode Island ("Bandage"), GRAHAM-FIELD EXPRESS (PUERTO
RICO), INC., a corporation organized under the laws of the State of Delaware
("GFPR") and EVEREST & JENNINGS, INC., a corporation organized under the laws of
the State of California ("E & J"), (Holdings, Field, Express, Temco,
Distribution, Bandage, GFPR and E & J, each a "Borrower" and collectively
"Borrowers"), the financial institutions which are now or which hereafter become
a party to (collectively, the "Lenders" and individually a "Lender") the Loan
Agreement (as defined below) and IBJ SCHRODER BANK & TRUST COMPANY, a New York
banking corporation ("IBJS"), as agent for Lenders (IBJS, in such capacity, the
"Agent").
BACKGROUND
Borrowers, Lenders and Agent are parties to a Revolving Credit
and Security Agreement dated as of December 10, 1996 (as amended, supplemented
or otherwise modified from time to time, the "Loan Agreement") pursuant to which
Lenders provide Borrowers with certain financial accommodations.
Borrowers have requested that Lenders and Agent amend the Loan
Agreement by adding a $2,000,000 term loan and Agent and Lenders are willing to
do so on the terms and conditions hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrowers
by Agent and/or Lenders, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
<PAGE> 2
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:
(a) The following definitions are added to Section 1.2 of the
Loan Agreement in their appropriate alphabetical order to provide as follows:
"Amendment No. 1 Effective Date" shall mean June 25,
1997.
"Term Loan" shall have the meaning set forth in
Section 17 hereof.
"Term Loan Rate" shall have the meaning set forth in
Section 17 hereof.
"Term Note" shall have the meaning set forth in
Section 17 hereof.
(b) The definition of "Collateral" is amended in its entirety
to provide as follows:
"Collateral" shall mean and include:
(a) all Receivables;
(b) all General Intangibles;
(c) all Inventory;
(d) all Equipment;
(e) all of each Borrower's right, title and
interest in and to (i) its respective goods and other property including, but
not limited to, all merchandise returned or rejected by Customers, relating to
or securing any of the Receivables; (ii) all of each Borrower's rights as a
consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor,
including stoppage in transit, setoff, detinue, replevin, reclamation and
repurchase; (iii) all additional amounts due to any Borrower from any Customer
relating to the Receivables; (iv) other property, including warranty claims,
relating to any goods securing this Agreement; (v) all of each Borrower's
contract rights, rights of payment which have been earned under a contract
right, instruments, documents, chattel paper, warehouse receipts, deposit
accounts, money and securities; (vi) if and when obtained by any Borrower, all
real and personal property of third parties in which such Borrower has been
granted a lien or security interest as security for the payment or enforcement
of Receivables; and (vii) any other goods, personal property or real property
now owned or hereafter acquired in which any Borrower has expressly granted a
security interest or may in the future grant a security interest to Agent
hereunder, or in any amendment or supplement hereto or thereto, or under any
other agreement between Agent and any Borrower entered into in connection
herewith or therewith;
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<PAGE> 3
(f) all of each Borrower's ledger sheets,
ledger cards, files, correspondence, records, books of account, business papers,
computers, computer software (owned by any Borrower or in which it has an
interest), computer programs, tapes, disks and documents relating to (a), (b),
(c), (d) or (e) of this Paragraph; and
(g) all proceeds and products of (a), (b),
(c), (d), (e) and (f) in whatever form, including, but not limited to: cash,
deposit accounts (whether or not comprised solely of proceeds), certificates of
deposit, insurance proceeds (including hazard, flood and credit insurance),
negotiable instruments and other instruments for the payment of money, chattel
paper, security agreements, documents, eminent domain proceeds, condemnation
proceeds and tort claim proceeds.
(c) The following sentence is added at the end of
Section 16.3(c):
"Without in any manner limiting the foregoing, Borrowers and
each Lender specifically consent to the sale, assignment
and/or transfer by IBJS to IBJ Schroder Business Credit
Corporation of all or any part of its rights under this
Agreement and the Other Documents in its capacity as Agent and
as Lender."
(d) A new Article XVII is added to the Loan Agreement
which provides as follows:
"XVII. Term Loan.
17. Term Loan.
(a) On the Amendment No. 1 Effective Date, Agent will make a
Term Loan to Holdings in the amount of $2,000,000 (the "Term Loan") payable in
full on July 16, 1997. No other Lender shall have any obligation to join the
funding of the Term Loan. Interest on the Term Loan shall be payable in arrears
on July 1, 1997 with a final payment of interest due upon the repayment of the
Term Loan. Interest on the outstanding principal balance of the Term Loan shall
be payable at a rate per annum equal to the Alternate Base Rate plus one-half of
one percent (.50%) (the "Term Loan Rate"). Whenever, subsequent to the date of
this Agreement, the Alternate Base Rate is increased or decreased, such interest
rate shall be similarly changed without notice or demand of any kind by an
amount equal to the amount of such change in the Alternate Base Rate during the
time such change or changes remain in effect. Upon the occurrence of an Event of
Default, and during the continuation thereof, the Term Loan shall bear interest
at the Term Loan Rate plus two (2%) percent per annum. Only Agent shall be
entitled to earn interest on the Term Loan and such interest shall only be for
Agent's account. The Term Loan shall be evidenced by a secured promissory note
in substantially the form attached hereto as Exhibit 17.
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<PAGE> 4
(b) Notwithstanding any of the provisions of this Agreement to
the contrary, any amounts received by Agent to be applied to the outstanding
Obligations, other than amounts specifically designated to repay the Term Loan
in connection with any refinancing thereof, shall be applied first to the
Obligations other than the Term Loan in such order as Agent in its sole
discretion may determine or as set forth in Sections 2.13 and 11.1 (as
applicable) and, second, to the Term Loan.
(c) Exhibit 17 to this Amendment is added as Exhibit 17 to the
Loan Agreement."
3. Acknowledgment. The Term Loan, constituting Indebtedness of
Borrowers to Agent, is included within the definition of "Obligations".
4. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent: Agent shall
have received (i) eight (8) copies of this Amendment executed by Borrowers and
consented and agreed to by Guarantor, (ii) the Term Note, (iii) resolutions
authorizing Borrowers to enter into this Amendment and the transactions
contemplated hereby and (iv) such other certificates, instruments, documents,
agreements and opinions of counsel as may be required by Agent, Lenders or their
counsel, each of which shall be in form and substance satisfactory to Agent,
Lenders and their counsel.
5. Representations and Warranties. Each Borrower
hereby represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of
Borrowers and are enforceable against Borrowers in accordance
with their respective terms.
(b) Upon the effectiveness of this Amendment, each
Borrower hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement to the extent the same
are not amended hereby and agree that all such covenants,
representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
(c) No Event of Default or Default has occurred and
is continuing or would exist after giving effect to this
Amendment.
(d) Borrowers have no defense, counterclaim or
offset with respect to the Loan Agreement.
6. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
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<PAGE> 5
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Lender,
nor constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
7. Governing Law. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall be governed by and construed in accordance with the laws of
the State of New York.
8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
9. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first written above.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By: /s/ Irwin Selinger
-----------------------------
Irwin Selinger
Chief Executive Officer
ATTEST:
/s/ Richard Kolodny
- --------------------------
Richard Kolodny, Secretary
of the foregoing corporation
GRAHAM-FIELD, INC.
GRAHAM-FIELD EXPRESS, INC.
GRAHAM-FIELD TEMCO, INC.
GRAHAM-FIELD DISTRIBUTION, INC.
GRAHAM-FIELD BANDAGE, INC.
GRAHAM-FIELD EXPRESS (PUERTO RICO), INC.
EVEREST & JENNINGS, INC.
By: /s/ Gary M. Jacobs
-----------------------------------
Gary M. Jacobs, Vice President of
Finance of each of the foregoing
corporations
ATTEST:
/s/ Richard Kolodny
- --------------------------
Richard Kolodny, Secretary
of each of the foregoing
corporations
IBJ SCHRODER BANK & TRUST COMPANY, as
Lender and as Agent
By: /s/ James M. Steffy
--------------------------------
Name: James M. Steffy
Title: Vice President
One State Street
New York, New York 10004
Commitment Percentage: 31.81819%
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<PAGE> 7
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ Christina M. Lucas
-------------------------------
Name: Christina M. Lucas
Title: Vice President
1965 East Sixth Street, Suite 400
Cleveland, Ohio 44114
Commitment Percentage: 22.72727%
BTM CAPITAL CORPORATION
By: /s/ William York
-------------------------------
Name: William York
Title: Senior Vice President
125 Summer Street, Fourth Floor
Boston, Massachusetts 02110
Commitment Percentage: 22.72727%
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<PAGE> 8
DEUTSCHE FINANCIAL SERVICES CORP.
By:_______________________________
Name:_____________________________
Title:____________________________
Address:__________________________
----------------------------------
Commitment Percentage: 22.72727%
CONSENTED AND AGREED TO:
EVEREST & JENNINGS CANADIAN LIMITED
By: /s/ Gary M. Jacobs
-------------------------------
Name: Gary M. Jacobs
Title: Vice President of Finance
-8-
<PAGE> 1
AMENDMENT NO. 2
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 2 ("Amendment") is entered into as of July
9, 1997, by and among GRAHAM-FIELD HEALTH PRODUCTS, INC., a corporation
organized under the laws of the State of Delaware ("Holdings"), GRAHAM-FIELD,
INC., a corporation organized under the laws of the State of New York ("Field"),
GRAHAM-FIELD EXPRESS, INC., a corporation organized under the laws of the State
of Delaware ("Express"), GRAHAM-FIELD TEMCO, INC., a corporation organized under
the laws of the State of New Jersey ("Temco"), GRAHAM-FIELD DISTRIBUTION, INC.,
a corporation organized under the laws of the State of Missouri
("Distribution"), GRAHAM-FIELD BANDAGE, INC., a corporation organized under the
laws of the State of Rhode Island ("Bandage"), GRAHAM-FIELD EXPRESS (PUERTO
RICO), INC., a corporation organized under the laws of the State of Delaware
("GFPR") and EVEREST & JENNINGS, INC., a corporation organized under the laws of
the State of California ("E & J"), (Holdings, Field, Express, Temco,
Distribution, Bandage, GFPR and E & J, each a "Borrower" and collectively
"Borrowers"), the financial institutions which are now or which hereafter become
a party to (collectively, the "Lenders" and individually a "Lender") the Loan
Agreement (as defined below) and IBJ SCHRODER BANK & TRUST COMPANY, a New York
banking corporation ("IBJS"), as agent for Lenders (IBJS, in such capacity, the
"Agent").
BACKGROUND
Borrowers, Lenders and Agent are parties to a Revolving Credit
and Security Agreement dated as of December 10, 1996, as amended by Amendment
No. 1 dated June 24, 1997 (as further amended, supplemented or otherwise
modified from time to time, the "Loan Agreement") pursuant to which Lenders
provide Borrowers with certain financial accommodations.
Borrowers have requested that Lenders and Agent amend the Loan
Agreement and Agent and Lenders are willing to do so on the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or
grant of credit heretofore or hereafter made to or for the account of Borrowers
by Agent and/or Lenders, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.
<PAGE> 2
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:
(a) The following definitions in Section 1.2 of the Loan
Agreement are amended in their entirety to provide as follows:
""Advances" shall mean and include the Revolving
Advances, Letters of Credit, Acceptances and the Spot
Contracts.
"Maximum Revolving Advance Amount" shall mean
$57,500,000 on the Amendment No. 2 Effective Date, with such
amount increasing to up to $75,000,000 at such time as
additional Lenders commit to lend Borrowers up to an
additional $17,500,000 in the aggregate upon the terms and
conditions set forth herein.
"General Intangibles" shall mean and include as to
each Borrower all of such Borrower's general intangibles,
whether now owned or hereafter acquired including, without
limitation, all choses in action, causes of action, corporate
or other business records, inventions, designs, patents,
patent applications, equipment formulations, manufacturing
procedures, quality control procedures, trademarks, service
marks, trade secrets, goodwill, copyrights, design rights,
registrations, licenses, franchises, customer lists, tax
refunds, tax refund claims, computer programs, all claims
under guaranties, security interests or other security held by
or granted to such Borrower to secure payment of any of the
Receivables by a Customer all rights of indemnification and
all other intangible property of every kind and nature (other
than Receivables).
"Required Lenders" shall mean Lenders holding at
least fifty-one percent (51%) of the Advances as of the most
recent Settlement Date and, if no Advances are outstanding,
shall mean Lenders holding fifty-one percent (51%) of the
Commitment Percentages.
"Revolving Advances" shall mean Advances made
(including Special Advances) other than Letters of
Credit, Acceptances and Spot Contracts."
"Revolving Interest Rate" shall mean an interest rate
per annum equal to (I) with respect to Advances other than
Special Advances, (a) the Alternate Base Rate with respect to
Domestic Rate Loans and (b) the sum of the Eurodollar Rate
plus two and one-quarter percent (2.25%) with respect to
Eurodollar Rate Loans and (II) with respect to Special
Advances, (a) the Alternate Base Rate plus one-quarter of one
percent (.25%) with respect to Domestic Rate Loans and (b) the
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<PAGE> 3
sum of the Eurodollar Rate plus two and one-half percent
(2.50%) with respect to Eurodollar Rate Loans.
(b) The following sentence is added at the end of the
definition of "Total Debt Payments" in Section 1.2 of the Loan
Agreement:
"Payments made with respect to the Term Loan, Special Advances
and the $5,000,000 promissory note in favor of Steego shall be excluded from the
calculation of Total Debt Payments."
(c) The following definitions are added to Section 1.2 of the
Loan Agreement in their appropriate alphabetical order to provide as follows:
"Amendment No. 2" shall mean Amendment No. 2 to
Revolving Credit and Security Agreement dated July 9,
1997.
"Amendment No. 2 Effective Date" shall mean the
date all of the conditions set forth in Section 4 of
Amendment No. 2 have been satisfied.
"Maximum Special Advance Amount" shall mean
$2,500,000 on the Amendment No. 2 Effective Date, with such
amount increasing to up to $10,000,000 at such time as
additional Lenders commit to lend Borrowers an additional
$7,500,000 in the aggregate upon the terms and conditions set
forth herein and with such amount permanently decreasing by
the amount of net cash proceeds received from a debt offering
or an equity offering of common stock provided that the terms
of any such offering are satisfactory to Agent and Lenders and
such proceeds are delivered to Agent to be applied as follows:
first to repay all outstanding Special Advances and second, to
the Obligations in such order as Agent in its sole discretion
may determine.
"Special Advances" shall mean Revolving Advances in
excess of the sum of the amounts derived from Sections
2.1(a)(y)(i) plus (ii) plus (iii), but shall not exceed from
time to time in the aggregate an amount equal to (x) from the
Amendment No. 2 Effective Date until the Special Advance
Termination Date, the Maximum Special Advance Amount and (y)
at all other times, $0.
"Special Advance Termination Date" shall mean the
earlier of (x) May 7, 1998, (y) the receipt by Borrowers of
net cash proceeds of at least $10,000,000 from a debt offering
or an equity offering of common stock and (z) the occurrence
of an Event of Default.
"Spot Contracts" shall have the meaning set forth
in Section 2.15 hereof."
"Steego" shall mean Steego Corporation, a Delaware
corporation.
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<PAGE> 4
(d) The following phrase is added after the phrase "and
securities" in subsection (d)(v) of the definition of "Collateral":
"and investment property"
(e) Section 2.1(a) of the Loan Agreement is amended in its
entirety to provide as follows:
2.1. (a) Revolving Advances. Subject to the terms and
conditions set forth in this Agreement, each Lender, severally and not jointly,
will make Revolving Advances to Borrowers in aggregate amounts outstanding at
any time equal to such Lender's Commitment Percentage of the lesser of (x) the
Maximum Revolving Advance Amount less the sum of (i) the aggregate amount of
outstanding Letters of Credit and Acceptances and Spot Contracts and (ii) the FX
Reserve or (y) an amount equal to the sum of:
(i) up to 85%, subject to the provisions of
Section 2.1(b) hereof ("Receivables Advance
Rate"), of Eligible Receivables, plus
(ii) up to the lesser of (A) 60%, subject to the
provisions of Section 2.1(b) hereof ("Inventory
Advance Rate"), of the value of the Eligible
Inventory (the Receivables Advance Rate and the
Inventory Advance Rate shall be referred to
collectively, as the "Advance Rates") or (B)
$30,000,000 in the aggregate at any one time
(inclusive of amounts advanced pursuant to clause
(iii) below), plus
(iii) the product of (a) the aggregate amount of
outstanding trade Letters of Credit times (b) the
Inventory Advance Rate, minus
(iv) the aggregate amount of outstanding Letters
of Credit and Acceptances and Spot Contracts, plus
(v) Special Advances minus
(vi) the FX Reserve, minus
(vii) such reserves as determined in good faith by
Agent from time to time in the exercise of its
discretion in a reasonable manner, including, without
limitation, reserves for Liens permitted under
subparagraphs (h) and (i) under the definition of
Permitted Encumbrances.
The amount derived from the sum of (x) Sections 2.1(a)(y)(i)
and (ii) and (iii) and (v) minus (y) Sections 2.1 (a)(y)(vii) at any time and
from time to time shall be referred to as the "Formula Amount". The Revolving
Advances shall be evidenced by the secured promissory notes ("Revolving Credit
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<PAGE> 5
Notes") substantially in the form attached hereto as Exhibit 2.1(a).
At such time as (i) the Receivables and Inventory of E & J Canada are subject to
a first priority perfected security interest in favor of Agent and (ii) the
eligibility criteria set forth in this Agreement are met (it being deemed for
purposes of this determination that E & J Canada is a "Borrower"), the
determination of the Formula Amount shall include the Eligible Receivables and
Eligible Inventory of E & J Canada."
(f) Section 2.5 of the Loan Agreement is amended in its
entirety to provide as follows:
"2.5 Maximum Advances. The aggregate balance of
Advances outstanding at any time shall not exceed the
lesser of (a) the Maximum Revolving Advance Amount or
(b) the Formula Amount."
(g) The proviso in the first sentence of Section 2.9 of the
Loan Agreement is amended in its entirety to provide as follows:
"provided, however, that Agent will not be required
to issue or cause to be issued any Letters of Credit or accept
or cause to be accepted any Acceptances to the extent that the
face amount of such Letters of Credit and Acceptances would
then cause the sum of (i) the outstanding Revolving Advances
plus (ii) outstanding Letters of Credit plus (iii) outstanding
Acceptances plus (iv) the outstanding Spot Contracts plus (v)
the F/X Reserve to exceed the lesser of (x) the Maximum
Revolving Advance Amount or (y) the Formula Amount."
(h) Section 2.10(f) of the Loan Agreement is amended in its
entirety to provide as follows:
"(f) Each Acceptance shall be payable in Dollars and
shall be in the face amount of at least $1,000,000. The
maturity of each Acceptance shall be in any 30 day increment
equal to or greater than 30 and less than or equal to 180 days
or, if such day is not a Business Day, on the next succeeding
Business Day and, in any event, no later than the day
preceding the expiration of the Term. This Section 2.10(f)
will not apply to Acceptances created under Letters of
Credit."
(i) The first sentence of Section 2.15(a) of the Loan
Agreement is amended in its entirety to provide as follows:
"(a) Subject to the terms and conditions hereof,
Borrowing Agent, on behalf of any Borrower, may, from time to
time, request and Agent may, in its sole discretion, purchase
or arrange for the purchase of foreign currency for delivery
immediately or at some
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<PAGE> 6
future date (the contracts for such purchases being
hereinafter referred to as "Foreign Exchange Contracts" and
the contracts for such purchases which have matured and not
yet settled being hereinafter referred to as "Spot
Contracts"); provided, however, that the aggregate outstanding
face amount of all Foreign Exchange Contracts ("Foreign
Exchange Obligations") shall at no time exceed $1,500,000
("Maximum Foreign Exchange Facility"); further provided,
however, that Agent will not be required to enter into or
arrange for Foreign Exchange Contracts to the extent that (x)
such Foreign Exchange Contract would expire after the last day
of the Term or (y) the face amount of such Foreign Exchange
Contract would then cause the sum of (i) the outstanding
Revolving Advances plus (ii) outstanding Letters of Credit
plus (iii) outstanding Acceptances plus (iv) the outstanding
Spot Contracts plus (v) the F/X Reserve to exceed the lesser
of (A) the Maximum Revolving Advance Amount or (B) the Formula
Amount."
(j) The last sentence of Section 2.15(a) is amended in its
entirety to provide as follows:
"The FX Reserve shall mean an amount initially equal to
fifteen percent (15%) of the amount of Foreign Exchange
Contracts outstanding from time to time Agent purchased or
arranged to purchase on the forward market, which amount may,
in the exercise by Agent of its sole discretion (and without
any obligation to do so), be (i) decreased at any time or from
time to time or (ii) increased at any time or from time to
time by an amount equal to the difference between exchange
exposure of Agent under the Foreign Exchange Contracts and the
amount of the FX Reserve in existence at such time."
(k) A new Section 2.17 is added to the Loan Agreement which
provides as follows:
"2.17 Special Advances. For purposes of
calculating interest hereunder, each payment on account
of any Advances shall be applied first to Advances
other than Special Advances and second, to the Special
Advances."
(l) The phrase "including the date of issuance" on the third
line of Section 3.2(a) of the Loan Agreement is amended in its entirety to
provide as follows:
"excluding the date of issuance"
(m) The following language is added at the end of section 4.3
of the Loan Agreement:
"and (d) the disposition or transfer of obsolete and worn-out
Equipment in the ordinary course of business during any fiscal
year having an aggregate net book
-6-
<PAGE> 7
value of not more than $500,000 and only to the extent that
the proceeds of any such disposition are used to (i) acquire
replacement Equipment which is subject to Agent's first
priority security interest or (ii) repay the Obligations in
such order as Agent in its sole discretion may determine."
(n) Section 4.5(d) of the Loan Agreement is amended in its
entirety to provide as follows:
"(d) each Borrower's Equipment and Inventory shall be located
as set forth on Schedule 4.5 and shall not be removed from
such location(s) except to another of such locations without
the prior written consent of Agent except with respect to the
sale of Inventory in the ordinary course of business and
Equipment to the extent permitted in Section 4.3 hereof."
(o) The following language is inserted at the end of the
parenthetical language on the sixth line of Section 4.6 of the Loan Agreement:
"and Equipment to the extent permitted in Section 4.3
hereof"
(p) Section 4.17 of the Loan Agreement is amended in its
entirety to provide as follows:
"4.17. Maintenance of Equipment. Borrowers shall maintain the
Equipment in good operating condition and repair (reasonable
wear and tear excepted) and all necessary replacements of and
repairs thereto shall be made so that the value and operating
efficiency of the Equipment shall be maintained and preserved.
No Borrower shall use or operate the Equipment in violation of
any law, statute, ordinance, code, rule or regulation if such
violation could reasonably be expected to have a Material
Adverse Effect. Each Borrower shall have the right to sell
Equipment to the extent set forth in Section 4.3 hereof."
(q) Section 5.9 of the Loan Agreement is amended by adding the
following language after the phrase "utilized by any Borrower" on the fifth line
thereof:
"are set forth on Schedule 5.9 and"
(r) The following language is added at the end of Section 7.18
of the Loan Agreement:
"or (z) senior unsecured debt permitted pursuant to Section
7.8(vi), except so long as (i) no Default or Event of Default
has occurred prior to and after giving effect to such payment,
(ii) after giving effect to such payment, Borrowers have
Undrawn Availability of at least $10,000,000 and (iii) the
Maximum Special Advance
-7-
<PAGE> 8
Amount has been permanently reduced to $0, then Borrowers may
make regularly scheduled payments on such senior unsecured
debt."
(s) Schedules 4.5, 5.2(b) and 5.9 to this Agreement are
replaced with Schedules 4.5, 5.2(b) and 5.9 to this Amendment and Exhibit 2.1(a)
to the Agreement is replaced with Exhibit 2.1(a) to this Amendment.
(t) Upon a Lender's commitment to increase the amount of
Advances such Lender has committed to fund, each Lender's Commitment Percentage
shall automatically be amended to be a percentage equal to the amount of
Advances that such Lender has committed to funding divided by the Maximum
Revolving Advance Amount. The Maximum Revolving Advance Amount shall be
determined after giving effect to the commitments of all Lenders at the time of
calculation.
3. Conditions of Effectiveness. This Amendment shall become
effective upon satisfaction of the following conditions precedent:
(a) Note. Agent shall have received the Notes duly
executed and delivered by an authorized officer of each Borrower;
(b) Filings, Registrations and Recordings. Each
document (including, without limitation, any Uniform Commercial Code financing
statement) required by this Agreement, any related agreement or under law or
reasonably requested by the Agent to be filed, registered or recorded in order
to create, in favor of Agent, a perfected security interest in or lien upon the
Collateral shall have been properly filed, registered or recorded in each
jurisdiction in which the filing, registration or recordation thereof is so
required or requested, and Agent shall have received an acknowledgment copy, or
other evidence satisfactory to it, of each such filing, registration or
recordation and satisfactory evidence of the payment of any necessary fee, tax
or expense relating thereto;
(c) Corporate Proceedings of Borrowers. Agent shall
have received a copy of the resolutions in form and substance reasonably
satisfactory to Agent, of the Board of Directors of each Borrower authorizing
(i) the execution, delivery and performance of this Amendment, the Notes, any
related agreements and (ii) the granting by each Borrower of the security
interests in and liens upon the Collateral in each case certified by the
Secretary or an Assistant Secretary of each Borrower as of the Amendment No. 2
Effective Date; and, such certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded as of the date
of such certificate;
(d) Incumbency Certificates of Borrowers. Agent shall
have received a certificate of the Secretary or an Assistant Secretary of each
Borrower, dated the Amendment No. 2
-8-
<PAGE> 9
Effective Date, as to the incumbency and signature of the officers of each
Borrower executing this Amendment, any certificate or other documents to be
delivered by it pursuant hereto, together with evidence of the incumbency of
such Secretary or Assistant Secretary;
(e) Good Standing Certificates. Agent shall have
received good standing certificates for each Borrower dated not more than thirty
(30) days prior to the Amendment No. 2 Effective Date, issued by the Secretary
of State or other appropriate official of each Borrower's jurisdiction of
incorporation and each jurisdiction where the conduct of each Borrower's
business activities or the ownership of its properties necessitates
qualification;
(f) Legal Opinion. Agent shall have received the
executed legal opinion of (i) Milbank, Tweed, Hadley & McCloy and (ii) Stikeman,
Elliott in form and substance satisfactory to Agent which shall cover such
matters incident to the transactions contemplated by this Amendment, the Notes,
and related agreements as Agent may reasonably require and each Borrower hereby
authorizes and directs such counsel to deliver such opinions to Agent and
Lenders;
(g) No Litigation. (i) No litigation, investigation
or proceeding before or by any arbitrator or Governmental Body shall be
continuing or threatened against any Borrower or against the officers or
directors of any Borrower (A) in connection with the Other Documents or any of
the transactions contemplated thereby and which, in the reasonable opinion of
Agent, is deemed material or (B) which could, in the reasonable opinion of
Agent, have a Material Adverse Effect; and (ii) no injunction, writ, restraining
order or other order of any nature materially adverse to Borrower or the conduct
of its business or inconsistent with the due consummation of the Transactions
shall have been issued by any Governmental Body;
(h) Intentionally Omitted.
(i) Fees. Agent shall have received the fees set
forth in the Fee Letter executed on the Amendment No. 2 Effective Date;
(j) Steego Documentation. Agent shall have received
final executed copies of the $5,000,000 promissory note in favor of Steego which
shall contain terms and provisions satisfactory to Agent, and Steego shall have
entered into a Agreement which shall set forth the basis upon which Steego may
receive, and Borrowers may make, payments under such note, which basis shall be
satisfactory in form and substance to Agent in its sole discretion;
(k) Guaranties. Agent shall have received an executed
Amendment to Security Agreement from E&J Canada in form and substance
satisfactory to Agent;
-9-
<PAGE> 10
(l) Insurance. Agent shall have received in form and
substance satisfactory to Agent, certified copies of Borrowers' casualty
insurance policies, together with loss payable endorsements on Agent's standard
form of loss payee endorsement naming Agent as loss payee, and certified copies
of Borrowers' liability insurance policies, together with endorsements naming
Agent as a co-insured;
(m) Consents. Agent shall have received such Consents
and waivers of such third parties as might assert claims with respect to the
Collateral, as Agent and its counsel shall deem necessary, including, without
limitation, the consent of BIL;
(n) Leasehold Agreements. Agent shall have received
landlord, mortgagee or warehouseman agreements satisfactory to Agent with
respect to all premises leased by Borrowers at which Inventory or Equipment is
located;
(o) Closing Certificate. Agent shall have received a
closing certificate signed by the Chief Financial Officer of each Borrower dated
as of the date hereof, stating that (i) all representations and warranties set
forth in this Amendment and the Other Documents are true and correct on and as
of such date, (ii) Borrowers are on such date in compliance with all the terms
and provisions set forth in this Amendment and the Other Documents and (iii) on
such date no Default or Event of Default has occurred or is continuing;
(p) Payoff of Term Loan. The proceeds of the Advances
to be made on the Amendment No. 2 Effective Date shall be used, among other
things, to repay the Term Loan in full;
(q) Execution of Amendment. Borrowers, Agent and all
Lenders shall have executed this Amendment; and
(r) Other. All corporate and other proceedings, and
all documents, instruments and other legal matters in connection with this
Amendment shall be satisfactory in form and substance to Agent, Lenders and
their counsel.
4. Representations and Warranties. Each Borrower hereby
represents and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended
hereby, constitute legal, valid and binding obligations of
Borrowers and are enforceable against Borrowers in accordance
with their respective terms.
(b) Upon the effectiveness of this Amendment, each
Borrower hereby reaffirms all covenants, representations and
warranties made in the Loan Agreement to the extent the same
are not amended hereby and agree that all such covenants,
representations and warranties shall be deemed to have been
remade as of the effective date of this Amendment.
-10-
<PAGE> 11
(c) No Event of Default or Default has occurred
and is continuing or would exist after giving effect to
this Amendment.
(d) Borrowers have no defense, counterclaim or
offset with respect to the Loan Agreement.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the Loan Agreement as
amended hereby.
(b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of Lender,
nor constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. Governing Law. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall be governed by and
construed in accordance with the laws of the State of New York.
7. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by
the parties hereto in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall
constitute one and the same agreement.
-11-
<PAGE> 12
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first written above.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
By: /s/ Irwin Selinger
-------------------------------
Irwin Selinger
Chief Executive Officer
ATTEST:
/s/ Richard Kolodny
- --------------------------
Richard Kolodny, Secretary
of the foregoing corporation
GRAHAM-FIELD, INC.
GRAHAM-FIELD EXPRESS, INC.
GRAHAM-FIELD TEMCO, INC.
GRAHAM-FIELD DISTRIBUTION, INC.
GRAHAM-FIELD BANDAGE, INC.
GRAHAM-FIELD EXPRESS (PUERTO RICO), INC.
EVEREST & JENNINGS, INC.
By: /s/ Gary M. Jacobs
---------------------------------
Gary M. Jacobs, Vice President of
Finance of each of the foregoing
corporations
ATTEST:
/s/ Richard Kolodny
- --------------------------
Richard Kolodny, Secretary
of each of the foregoing
corporations
IBJ SCHRODER BANK & TRUST COMPANY, as
Lender and as Agent
By: /s/ James M. Steffy
---------------------------------
James M. Steffy, Vice President
One State Street
New York, New York 10004
Commitment Percentage: 29.6296%
-12-
<PAGE> 13
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ Christina M. Lucas
-------------------------------
Name: Christina M. Lucas
-------------------------------
Title: Vice President
-------------------------------
1965 East Sixth Street, Suite 400
Cleveland, Ohio 44114
Commitment Percentage: 29.6296%
BTM CAPITAL CORPORATION
By: /s/ William York
-------------------------------
Name: William York
------------------------------
Title: Senior Vice President
-----------------------------
125 Summer Street, Fourth Floor
Boston, Massachusetts 02110
Commitment Percentage: 22.2223%
-13-
<PAGE> 14
DEUTSCHE FINANCIAL SERVICES CORP.
By: /s/ Kenneth MacDonell
-------------------------------
Name: Kenneth MacDonell
Title: Vice President
Address:__________________________
__________________________________
Commitment Percentage: 26.6667%
CONSENTED AND AGREED TO:
EVEREST & JENNINGS CANADIAN LIMITED
By: /s/ Gary M. Jacobs
-------------------------------
Name: Gary M. Jacobs
Title: Vice President of Finance
-14-
<PAGE> 1
AMENDMENT NO. 3
TO
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS AMENDMENT NO. 3 ("Amendment") is entered into as of July 9,
1997, by and among GRAHAM-FIELD HEALTH PRODUCTS, INC., a corporation organized
under the laws of the State of Delaware ("Holdings"), GRAHAM-FIELD, INC., a
corporation organized under the laws of the State of New York ("Field"),
GRAHAM-FIELD EXPRESS, INC., a corporation organized under the laws of the State
of Delaware ("Express"), GRAHAM-FIELD TEMCO, INC., a corporation organized under
the laws of the State of New Jersey ("Temco"), GRAHAM-FIELD DISTRIBUTION, INC.,
a corporation organized under the laws of the State of Missouri
("Distribution"), GRAHAM-FIELD BANDAGE, INC., a corporation organized under the
laws of the State of Rhode Island ("Bandage"), GRAHAM-FIELD EXPRESS (PUERTO
RICO), INC., a corporation organized under the laws of the State of Delaware
("GFPR") and EVEREST & JENNINGS, INC., a corporation organized under the laws of
the State of California ("E & J"), (Holdings, Field, Express, Temco,
Distribution, Bandage, GFPR and E & J, each a "Borrower" and collectively
"Borrowers"), the financial institutions which are now or which hereafter become
a party to (collectively, the "Lenders" and individually a "Lender") the Loan
Agreement (as defined below) and IBJ SCHRODER BANK & TRUST COMPANY, a New York
banking corporation ("IBJS"), as agent for Lenders (IBJS, in such capacity, the
"Agent").
BACKGROUND
Borrowers, Lenders and Agent are parties to a Revolving Credit and
Security Agreement dated as of December 10, 1996, as amended by Amendment No. 1
dated June 24, 1997 and Amendment No. 2 dated July 9, 1997 (as further amended,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Lenders provide Borrowers with certain financial
accommodations.
Borrowers have requested that Lenders and Agent amend the Loan
Agreement and Agent and Lenders are willing to do so on the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by Agent
and/or Lenders, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE> 2
1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.
2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 3 below, the Loan Agreement is hereby
amended as follows:
(a) The following definitions are added to Section 1.2 of the Loan
Agreement in their appropriate alphabetical order to provide as follows:
"Amendment No. 3" shall mean Amendment No. 3 to Revolving
Credit and Security Agreement dated July 9, 1997.
"Amendment No. 3 Effective Date" shall mean the date all of
the conditions set forth in Section 4 of Amendment No. 3 have been
satisfied.
"Senior Subordinated Notes" shall mean those certain Senior
Subordinated Notes due 2007 of up to $130,000,000 in aggregate
principal amount issued prior to September 15, 1997 pursuant to Rule
144A of the Securities Act of 1933, as amended, substantially in
accordance with the terms and provisions contained in that certain
draft offering memorandum (the "Memorandum") annexed hereto as
Exhibit 1.
(b) Section 7.3 of the Loan Agreement is amended by adding the
following phrase at the end thereof:
"and (c) unsecured guarantees by Subsidiaries of Holdings of
the obligations of Holdings under the Senior Subordinated Notes."
(c) Section 7.8(iii) of the Loan Agreement is amended by adding the
following phrase after the phrase "the Subordinated Note":
", the Senior Subordinated Notes";
(d) Section 7.18 of the Loan Agreement is amended by adding the
following phrase at the end thereof:
"or (aa) the Senior Subordinated Notes, except (i) regularly
scheduled interest payments payable in connection with the Senior
Subordinated Notes and (ii) Liquidated Damages (as defined in the
Memorandum)".
(e) A new section 6.13 is added to the Loan Agreement which provides
as follows:
"6.13 Senior Subordinated Note. Borrowers shall have delivered
to Agent copies of the Senior
-2-
<PAGE> 3
Subordinated Notes and the Indenture and offering memorandum related
thereto within five days of the issuance thereof."
(f) Agent and Lenders hereby consent to the Amendment to the
Stockholders Agreement as attached as Exhibit 2.
3. Conditions of Effectiveness. This Amendment shall become
effective upon the execution of this Amendment by Borrowers, Guarantor, Agent
and all Lenders.
4. Representations and Warranties. Each Borrower hereby represents
and warrants as follows:
(a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrowers and are
enforceable against Borrowers in accordance with their respective
terms.
(b) Upon the effectiveness of this Amendment, each Borrower
hereby reaffirms all covenants, representations and warranties made
in the Loan Agreement to the extent the same are not amended hereby
and agree that all such covenants, representations and warranties
shall be deemed to have been remade as of the effective date of this
Amendment.
(c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.
(d) Borrowers have no defense, counterclaim or offset with
respect to the Loan Agreement.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby.
(b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Lender, nor
constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.
6. Governing Law. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State
of New York.
-3-
<PAGE> 4
7. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same agreement.
-4-
<PAGE> 5
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first written above.
GRAHAM-FIELD HEALTH PRODUCTS, INC.
GRAHAM-FIELD, INC.
GRAHAM-FIELD EXPRESS, INC.
GRAHAM-FIELD TEMCO, INC.
GRAHAM-FIELD DISTRIBUTION, INC.
GRAHAM-FIELD BANDAGE, INC.
GRAHAM-FIELD EXPRESS (PUERTO RICO), INC.
EVEREST & JENNINGS, INC.
By: /s/ Gary M. Jacobs
-----------------------------------
Gary M. Jacobs, Vice President of
Finance of each of the foregoing
corporations
ATTEST:
/s/ Richard Kolodny
- -----------------------------------
Richard Kolodny, Secretary
of each of the foregoing
corporations
IBJ SCHRODER BANK & TRUST COMPANY, as
Lender and as Agent
By: /s/ James M. Steffy
-----------------------------------
James M. Steffy, Vice President
One State Street
New York, New York 10004
Commitment Percentage: 29.6296%
-5-
<PAGE> 6
NATIONAL CITY COMMERCIAL FINANCE, INC.
By: /s/ Christina M. Lucas
-------------------------------
Name: Christina M. Lucas
Title: Vice President
1965 East Sixth Street, Suite 400
Cleveland, Ohio 44114
Commitment Percentage: 29.6296%
BTM CAPITAL CORPORATION
By: /s/ William York
-------------------------------
Name: William York
Title: Senior Vice President
125 Summer Street, Fourth Floor
Boston, Massachusetts 02110
Commitment Percentage: 22.2223%
-6-
<PAGE> 7
DEUTSCHE FINANCIAL SERVICES CORP.
By: /s/ Kenneth MacDonell
-------------------------------
Name: Kenneth MacDonell
Title: Vice President
Address:__________________________
__________________________________
Commitment Percentage: 18.5185%
CONSENTED AND AGREED TO:
EVEREST & JENNINGS CANADIAN LIMITED
By: /s/ Gary M. Jacobs
-------------------------------
Name: Gary M. Jacobs
Title: Vice President of Finance
-7-
<PAGE> 1
EXHIBIT 99(a)
[GRAHAM-FIELD LOGO] GRAHAM-FIELD HEALTH PRODUCTS, INC.
400 Rabro Drive East, Hauppauge, NY 11788
Phone: (516) 582-5900 - Fax: (516) 582-5608
FOR IMMEDIATE RELEASE Contacts: Mark Kesselman
Euromedia, Inc.
GRAHAM-FIELD HEALTH PRODUCTS, INC. (212) 628-9866
400 RABRO DRIVE EAST Gary M. Jacobs
Vice President, Finance
HAUPPAUGE, NEW YORK 11788 Chief Financial Officer
(516) 582-5900
GRAHAM-FIELD HEALTH PRODUCTS, INC.
ANNOUNCES PROPOSED PRIVATE PLACEMENT
OF SENIOR SUBORDINATED NOTES
----------------------------
HAUPPAUGE, NEW YORK, July 16, 1997--Graham-Field Health Products, Inc.
(NYSE-GFI), a manufacturer and supplier of healthcare products, announced that
it proposes to issue Senior Subordinated Notes in the aggregate principal amount
of $100 million in a private offering. The Senior Subordinated Notes will have a
maturity date of 2007 and be sold only to "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act of 1933, as amended). The net
proceeds of the offering will be used to repay certain indebtedness under the
Company's credit facility, and for general corporate purposes, including the
funding of acquisitions, the opening of additional Graham-Field Express
facilities, and strategic alliances. The issuance of the Senior Subordinated
Notes, which is subject to certain customary closing conditions, is expected to
occur on or before August 15, 1997, however there can be no assurances that the
private offering will be completed.
<PAGE> 2
The Senior Subordinated Notes will not upon original issuance be registered
under the Securities Act of 1933, as amended, and may not be offered and sold
in the United States absent registration of the notes under the Act or an
applicable exemption therefrom. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy the notes nor shall there
be any sale of the securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Graham-Field maintains distribution and manufacturing facilities throughout the
United States, Canada, Mexico and Puerto Rico. Graham-Field manufactures,
markets and distributes more than 23,000 healthcare and rehabilitation products
for hospital, physician and home use to approximately 18,500 home healthcare,
physician, hospital supply and pharmaceutical distributors, retailers and
wholesalers.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This press release contains forward-looking
statements based on current expectations that could be affected by the risks and
uncertainties involved in Graham-Field's business. These risks and
uncertainties include, but are not limited to, the effect of economic and market
conditions, the impact of the consolidation of health care practitioners, the
impact of health care reform, opportunities for acquisitions and Graham-Field's
ability to effectively integrate acquired companies, the acceptance and quality
of software products, acceptance and ability to manage operations in foreign
markets, possible disruptions in Graham-Field's computer systems or telephone
systems, possible increases in shipping rates or interruptions in shipping
service, the level and volatility of interest rates and currency values, the
impact of current or pending legislation and regulation, as well as the risks
described from time to time in Graham-Field's reports to the Securities and
Exchange Commission, which include Graham-Field's Annual Report
<PAGE> 3
on Form 10-K for the year ended December 31, 1996 and Graham-Field's
Registration Statement on Form S-4 dated as of October 18, 1996. Subsequent
written or oral statements attributable to Graham-Field or persons acting on
its behalf are expressly qualified in their entirety by the cautionary
statements in this press release and those in Graham-Field's reports previously
filed with the Securities and Exchange Commission.
