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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended July 2, 1994
Commission File Number 0-16960
_______________
THE GENLYTE GROUP INCORPORATED
100 Lighting Way
Secaucus, N. J. 07096
(201) 864-3000
Incorporated in Delaware I.R.S. Employer
Identification No. 22-2584333
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _
The number of shares outstanding of the issuer's common stock as of July 13,
1994 was 12,833,674.
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<PAGE>
THE GENLYTE GROUP INCORPORATED
FORM 10-Q
FOR THE QUARTER ENDED JULY 2, 1994
INDEX
PART I. FINANCIAL INFORMATION
Consolidated Statements of Income for the three
months ended July 2, 1994 and July 3, 1993 . . . . . 1
Consolidated Statements of Income for the six
months ended July 2, 1994 and July 3, 1993 . . . . . 2
Consolidated Balance Sheets as of July 2, 1994
and December 31, 1993. . . . . . . . . . . . . . . . 3
Consolidated Statements of Cash Flows for the six
months ended July 2, 1994 and July 3, 1993 . . . . . 4
Notes to Consolidated Interim Financial Statements . . 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . 6
PART II. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . 8
Calculation of Primary and Fully Diluted
Earnings Per Share for the three months
ended July 2, 1994 and July 3, 1993. . . . . . . . . . 9
Calculation of Primary and Fully Diluted
Earnings Per Share for the six months
ended July 2, 1994 and July 3, 1993. . . . . . . . . . 10
Signature. . . . . . . . . . . . . . . . . . . . . . . 11
<PAGE>
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JULY 2, 1994 AND
JULY 3, 1993
(000'S OMITTED, EXCEPT PER SHARE DATA)
(Unaudited)
1994 1993
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<S> <C> <C>
Net Sales $ 108,829 $ 109,084
Cost of Sales 75,905 77,767
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Gross Profit 32,924 31,317
Selling, General and Administrative 27,093 26,767
Expenses
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Operating Profit 5,831 4,550
Corporate Expenses 1,193 1,055
Interest Expense, net 1,858 2,133
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Income Before Income Taxes 2,780 1,362
Provision for Income Taxes 1,202 595
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Net Income $ 1,578 $ 767
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Earnings per Share $ .12 $ .06
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<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JULY 2, 1994 AND JULY 3, 1993
(000'S OMITTED, EXCEPT PER SHARE DATA)
(Unaudited)
1994 1993
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<S> <C> <C>
Net Sales $ 209,100 $ 215,640
Cost of Sales 145,306 153,585
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Gross Profit 63,794 62,055
Selling, General and Administrative 52,834 53,197
Expenses
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Operating Profit 10,960 8,858
Corporate Expenses 2,403 2,168
Interest Expense, net 3,488 4,215
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Income Before Income Taxes 5,069 2,475
Provision for Income Taxes 2,227 1,090
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Net Income $ 2,842 $ 1,385
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Earnings per Share $ .22 $ .11
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</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JULY 2,1994 AND DECEMBER 31, 1993
(000'S OMITTED)
(unaudited)
7/2/94 12/31/93
<S> <C> <C>
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ASSETS:
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Current Assets:
Cash and cash equivalents $ 2,617 $ 3,319
Accounts receivable, less allowances for 69,896 58,991
doubtful accounts of $3,319 and $3,765
Inventories:
Raw materials and supplies 28,169 29,570
Work in progress 10,441 11,519
Finished goods 48,122 42,754
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Total Inventories 86,732 83,843
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Other current assets 11,270 9,860
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Total current assets 170,515 156,013
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Property, plant and equipment, at cost 219,173 217,433
Less: accumulated depreciation and
amortization on plant and equipment 149,215 143,800
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Net property, plant and equipment 69,958 73,633
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Cost in excess of net assets of purchased 12,260 12,336
businesses
Other assets 2,558 2,554
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TOTAL ASSETS $255,291 $244,536
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LIABILITIES & STOCKHOLDERS' INVESTMENT:
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Current Liabilities:
Current maturities of long-term debt $ 32 $ 7,060
Accounts payable 35,927 31,893
Accrued expenses 29,984 31,247
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Total current liabilities 65,943 70,200
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Long-term debt 105,947 93,359
Deferred income taxes 7,483 7,508
Other liabilities 13,194 12,627
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Total liabilities $192,567 $183,694
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Stockholders' Investment:
Common stock 128 128
Paid-in capital 9,881 9,881
Foreign currency translation adjustment (2,430) (1,470)
Retained earnings 55,145 52,303
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Total stockholders' investment 62,724 60,842
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TOTAL LIABILITIES AND STOCKHOLDERS'
INVESTMENT $255,291 $244,536
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</TABLE>
The accompanying notes are an integral part of these consolidated
balance sheets.
3
<PAGE>
<TABLE>
<CAPTION>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 2, 1994 AND JULY 3, 1993
(000'S OMITTED) (Unaudited)
1994 1993
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- - -------------------------------------------------------
Net Income $ 2,842 $ 1,385
Adjustments to reconcile net income to net cash
flows provided (used) by operating activities:
Depreciation and amortization 8,154 8,810
(Increase) decrease in:
Accounts receivable (10,905) (10,733)
Inventories (2,889) (1,188)
Other current assets (1,410) (507)
Other assets (252) 49
Increase (decrease) in:
Accounts payable and accrued expenses 2,771 3,585
Other liabilities 567 227
Deferred Income Taxes (25) (25)
All other, net 72 21
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Net cash flows provided (used) by operating
activities (1,075) 1,624
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Purchase of treasury stock - (3)
Options exercised - 100
Increase/(decrease) in debt to outsiders 5,560 2,861
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Net cash flows provided (used) in financing
activities 5,560 2,958
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchase of plant and equipment (4,845) (5,642)
Disposal of plant and equipment - -
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Net cash flows provided (used) in investing
activities (4,845) (5,642)
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EFFECT OF EXCHANGE RATE CHANGES (342) (227)
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Net increase/(decrease) in cash and cash
equivalents (702) (1,287)
Cash and cash equivalents at beginning of year 3,319 2,810
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Cash and cash equivalents at end of quarter $ 2,617 $ 1,523
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION - CASH PAID DURING THE SIX
MONTH PERIOD FOR:
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Interest $ 3,743 $ 3,789
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Income taxes $ 3,297 $ 1,648
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</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
THE GENLYTE GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS OF JULY 2, 1994
(Unaudited)
1. Accounting Policies
The consolidated financial statements included in this report were prepared
in conformity with the accounting standards set forth in Accounting
Principles Board Opinion No. 28, "Interim Financial Reporting", as amended,
and the rules and regulations of the Securities and Exchange Commission
related to interim reporting. During the periods shown, there were no
changes in accounting principles or practices from those applied in prior
periods.
2. Consolidated Statement of Stockholders' Investment ($ in 000's):
<TABLE>
<CAPTION>
Foreign
Additional Currency
Common Paid-in Translation Retained
Stock Capital Adjustment Earnings
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<S> <C> <C> <C> <C>
Balance, December 31, 1993 $ 128 $ 9,881 $ (1,470) $ 52,303
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Net Income - - - 2,842
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Options Exercised - - - -
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Treasury Stock purchased - - - -
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Translation Adjustments - - (960) -
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Balance, July 2, 1994 $ 128 $ 9,881 $ (2,430) $ 55,145
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</TABLE>
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS:
COMPARISON OF SECOND QUARTER 1994 TO SECOND QUARTER 1993
Genlyte's net sales for the second quarter of 1994 were $108.8 million, which
reflects a $.3 million, or .2% decrease from the second quarter of 1993. Net
income doubled to $1.6 million from $.8 million, and earnings per share
increased from $.06 to $.12 on a comparable number of outstanding shares. All
divisions experienced sales growth from the second quarter of 1993 except the
DFT division. DFT continues to experience shipping difficulties following its
relocation from Cleveland, Ohio to Elgin, Illinois earlier this year.
Substantial progress is being made in resolving these problems. The DFT
decrease was partially offset by a sales increase in all of Lightolier's product
lines. In addition, the decline in the Canadian exchange rate by approximately
7 points from the prior year's second quarter reduced Genlyte's reported sales
by $1.1 million, despite sales growth in the Company's Canadian operations.
Selling, general and administrative expenses for second quarter 1994, as a
percent of sales, were comparable to second quarter 1993.
Operating profit increased in the second quarter of 1994 to $5.8 million, a
28.2% improvement from the second quarter of 1993. Lightolier U.S. realized an
increase in operating profit as compared to the prior year due to increased
sales of higher margin products, product line pruning, and ongoing facility
rationalizations which reduced fixed costs. DFT experienced a decrease in
operating profit compared to the same period of the prior year, resulting from
the decrease in sales volume discussed above. Other U.S. divisions such as
Controls, Stonco and Wide-Lite experienced volume increases, improvements in
product mix, favorable material variances and effective cost reductions which
resulted in additional operating profit.
Interest expense dropped $.3 million due primarily to the $15.0 million
reduction in debt from the second quarter of 1993.
The effective tax rate remained constant at 44% for both the second quarter of
1993 and 1994.
COMPARISON OF FIRST SIX MONTHS 1994 TO FIRST SIX MONTHS 1993
Genlyte net sales for 1994 were $209.1 million, a $6.5 million, or 3%, decrease
from the prior year. The sales decrease at DFT partially offset increases in
sales volumes in all product lines at Lightolier U.S., for reasons described
above. In addition, the Canadian exchange rate decline of approximately 6
points from 1993 to 1994 resulted in a $1.3 million decrease as compared to
the prior year in U.S. dollars, despite sales growth in our Canlyte operations.
Operating profit increased in 1994 to $11 million, a 23.7% increase from the
prior year. The improvement in operating profit was attributable to an
increased sales volume of higher margin products and continued cost reduction
efforts.
6
<PAGE>
Selling, general and administrative expenses for 1994 were $52.8 million, or
25.2% of sales, as compared to $53.2 million, or 24.7% of sales, in 1993.
Headcount reductions were partially offset by expenses incurred by DFT during
their relocation from Ohio to Illinois.
Interest expense for the first six months of 1994 was down $.7 million as
compared to the first six months of 1993 due to lower average borrowings.
As a result of the above factors, net income and earnings per share improved by
$1.5 million (105%) and $.11(100%), respectively.
FINANCIAL CONDITION
As of July 2, 1994 accounts receivable increased by $10.9 million, or 18.5%;
inventories increased by $2.9 million, or 3.4%; accounts payable increased by
$4.0 million, or 12.7%; and long-term debt increased by $12.6 million, or 13.5%.
Increases are customary for the Company at this time of year and are comparable
to 1993's results.
LIQUIDITY AND CAPITAL RESOURCES
Working capital was $104.6 million as of July 2, 1994, up $18.8 million from
year-end 1993, due primarily to significantly lower current maturities of long-
term debt as a result of the revolving credit line extension. In addition, an
increase in both accounts receivable and inventory and a decrease in accrued
expenses were offset partially by an increase in accounts payable.
In the fourth quarter of 1992, the Company recorded a pre-tax charge of $6.2
million to establish a reserve for the costs associated with the Company's
decision to consolidate and improve the manufacturing processes in its plants.
The Company's plan included: relocation of its DFT manufacturing and
distribution operations (leased) in Cleveland, Ohio to an existing facility in
Elgin, Illinois, closure of its Prodel operations in Quebec City, Canada, and
sale of the existing building; downsizing of manufacturing and distribution
facilities in Edison, New Jersey and Compton, California; and the transfer of
certain Headquarters staff to the Company's expanded Fall River, Massachusetts
facility.
The Company intended to complete all aspects of the plan during 1993, but
union negotiations and construction at the Fall River facility created
significant delays in implementation. As a result, charges against the reserve
in 1993 totalled only $.7 million of which $.4 million required cash. During
1994 the Company expects to charge an additional $5.1 million to the reserve,
using cash of approximately $4.8 million. Proceeds from the sale of the Prodel
facility are not expected to be realized until at least late 1994. The Company
expects the plan to generate operating profit improvements, primarily
representing labor cost savings, in excess of $4.4 million per year beginning
in 1995; specific results are difficult to measure as operating efficiencies
may occur for reasons not directly associated with the consolidation process.
The margin improvements are expected to be offset to a large degree in 1994 by
indirect costs and inefficiencies resulting from the relocation.
Genlyte's Revolving Credit and Term Loan Agreement was amended and restated
(the"Amended Agreement") to provide for a revolving credit facility of $125.0
million reducing to $110.0 million over a two-year period maturing on July 1,
1996 which, subject to the satisfaction of certain conditions, will convert to
a $110.0 million term loan amortizing through July 1, 1999. Approximately
$23.0 million remains available to borrow under the Amended agreement.
The Company expects funds generated from operations plus amounts available
under the existing loan agreement and short-term credit lines to be sufficient
to fulfill anticipated requirements for capital expenditures, the facility
restructurings, and working capital.
7
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Genlyte Group Incorporated has been named as one of a number of
corporate and individual defendants in several actions commenced in
August 1993 in the U.S. District Court in New York. The actions are
on behalf of a purported class of alleged creditors of Keene
Corporation ("Keene"), seeking from the defendants damages of an
unspecified amount, rescission of certain asset sale and stock
transactions and other relief. With respect to Genlyte, the
complaint principally maintains that certain lighting assets of
Keene were sold to Genlyte in 1984 at less than fair value, while
both Keene and Genlyte were wholly-owned subsidiaries of Bairnco
Corporation ("Bairnco"). The suits also allege that Genlyte, as
well as the other corporate defendants, were successors to and alter
egos of Keene. These cases are presently stayed by order of the
United States Bankruptcy Court due to the December 1993 filing by
Keene of a petition for reorganization pursuant to Chapter 11 of the
Bankruptcy Code.
The Genlyte purchase in 1984 was the subject of a "fairness" opinion
rendered by an internationally recognized investment banking firm as
to the consideration paid by Genlyte. In 1988, Genlyte became a
publicly owned company when Bairnco distributed all of its Genlyte
stock to Bairnco shareholders. Since 1988, Genlyte has functioned
as an independent public company.
Genlyte will vigorously defend against these actions.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 4: (a) Amendment number 1 to the Revolving Credit
and Term Loan Agreement, dated as of
May 20, 1994
(b) Waiver number 2 to the Revolving Credit and
Term Loan Agreement, dated as of June 30, 1994
(c) Loan Agreement between The Genlyte Group
Incorporated and Jobs For Fall River, Inc., dated
as of July 1, 1994.
(d) Loan Agreement between The Genlyte Group
Incorporated and Jobs For Fall River, Inc., dated
as of July 1, 1994.
Exhibit 11: Calculation of Primary and Fully
Diluted Earnings Per Share
(b) Reports on Form 8-K - None
8
<PAGE>
EXHIBIT 4(A)
AMENDMENT NO. 1 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"AMENDATORY AGREEMENT"), dated as of May 20, 1994, among THE GENLYTE GROUP
INCORPORATED, a Delaware corporation (the "BORROWER"), the banks named on
EXHIBIT A hereto (collectively, the "BANKS") and CONTINENTAL BANK N.A., as agent
for the Banks (in such capacity, the "AGENT").
W I T N E S E T H:
WHEREAS, the Borrower, the Banks and the Agent are parties to the Revolving
Credit and Term Loan Agreement, dated as of July 17, 1991 (hereinafter referred
to as the "EXISTING CREDIT AGREEMENT"); and
WHEREAS, the Borrower has requested that the Banks amend the Existing
Credit Agreement by means of executing and delivering this Amendatory Agreement;
and
WHEREAS, the Banks are willing to consent to the amendment of the Existing
Credit Agreement on the terms and conditions hereinafter provided;
NOW, THEREFORE, in consideration of the agreements herein contained, the
parties hereto hereby agree as follows:
ARTICLE 1.
DEFINITIONS
SECTION a. CERTAIN DEFINITIONS. The following terms (whether or not
underscored) when used in this Amendatory Agreement shall
have the following meanings:
"AGENT" is defined in the PREAMBLE.
"AMENDATORY AGREEMENT" is defined in the PREAMBLE.
"AMENDED CREDIT AGREEMENT" shall mean the Existing Credit Agreement as
amended by this Amendatory Agreement.
"AMENDMENT NO. 1 EFFECTIVE DATE" shall have the meaning provided in
SECTION 4.1.
"BANKS" is defined in the PREAMBLE.
<PAGE>
"BORROWER" is defined in the PREAMBLE.
"EXISTING CREDIT AGREEMENT" is defined in the FIRST RECITAL.
"KEENE CORPORATION LITIGATION" is defined in SECTION 4.1.5(B).
SECTION b. OTHER DEFINITIONS. Unless otherwise defined or the
context otherwise requires, terms used herein (including in
the preamble and recitals hereto) have the meanings provided
for in the Existing Credit Agreement.
ARTICLE 2.
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on the Amendment No. 1 Effective Date, the Existing Credit
Agreement is amended in accordance with the terms of this ARTICLE II; except as
so amended, the Existing Credit Agreement, each other Loan Document and the
Letter of Credit Agreement shall continue to remain in all respects in full
force and effect.
SECTION a. AMENDMENTS TO PARAGRAPH 1 OF THE EXISTING CREDIT
AGREEMENT. The following amendments are made to paragraph 1
of the Existing Credit Agreement:
(1) Subdivision 1(A)(1) of the Existing Credit Agreement is
amended to delete reference to "July 1, 1994" in the fifth
line thereof and insert in lieu thereof "July 1, 1996".
(2) Subdivision 1(A)(2) of the Existing Credit Agreement is
amended to delete references to "June 30, 1994" in the
fourth line thereof and "July 1, 1994" in the eighth line
thereof and insert in lieu thereof "June 30, 1996" and
"July 1, 1996", respectively.
(3) Subdivision 1(A)(3) of the Existing Credit Agreement is
amended to delete reference to "June 30, 1994" in the sixth
line thereof and insert in lieu thereof "June 30, 1996".
(4) Subparagraph 1(B) of the Existing Credit Agreement is
amended to delete reference to "July 1, 1994" in the fifth
line thereof and insert in lieu thereof "July 1, 1996".
(5) Subdivision 1(D)(1) of the Existing Credit Agreement is
amended to delete references to "$130,000,000" in the tenth
and fifteenth lines thereof and insert in lieu thereof
"$110,000,000".
(6) Subdivision 1(D)(2) of the Existing Credit Agreement is
amended in its entirety to read as follows:
"(2) The aggregate Revolving Credit Commitment of all the Banks
shall, automatically and without any further action or notice to any
Person, be reduced to the amount set forth opposite each date below:
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<PAGE>
Revolving Credit
DATE COMMITMENT
------------ -----------------
July 1, 1995 $120,000,000
July 1, 1996 $110,000,000"
SECTION b. AMENDMENTS TO PARAGRAPH 2 OF THE EXISTING CREDIT
AGREEMENT. The following amendments are made to paragraph 2
of the Existing Credit Agreement:
(1) Subdivision 2(A)(1) of the Existing Credit Agreement is
amended to delete reference to "July 1, 1994" in the ninth
line thereof and insert in lieu thereof "July 1, 1996".
(2) Subdivision 2(B)(1) of the Existing Credit Agreement is
amended to delete reference to "October 1, 1994" in the
thirteenth line thereof and "July 1, 1997" in the last line
thereof and insert in lieu thereof "October 1, 1996" and
"July 1, 1999", respectively.
(3) The first sentence of Subdivision 2(C)(2) of the Existing
Credit Agreement is amended in its entirety to read as
follows:
"For purposes of this Agreement, "REFERENCE RATE" shall mean the rate
per annum equal to the sum of (a) the rate of interest as designated by the
Agent from time to time at its principal office as its "Reference Rate"
plus (b) the Applicable Margin."
(4) Clause (b) of subdivision 2(C)(3) of the Existing Credit
Agreement is amended in its entirety to read as follows:
"(b) the Applicable Margin."
(5) A new subdivision 2(C)(4) is added to the Existing Credit
Agreement as follows:
"(4) For purposes of this Agreement "APPLICABLE MARGIN" shall mean
(a) in the case of any Revolving Credit Note, with respect to
Revolving Credit Notes bearing interest at the Reference Rate, the
applicable percentage per annum set forth below in the column entitled
"Applicable Margin for Reference Rate Revolving Credit Loans", and
with respect to Revolving Credit Notes bearing interest at the
Eurodollar Rate, the applicable percentage per annum set forth below
in the column entitled "Applicable Margin for Eurodollar Rate
Revolving Credit Loans".
-13-
<PAGE>
Applicable Margin Applicable Margin
for Reference for Eurodollar
Rate Revolving Rate Revolving
Time Period Credit Loans Credit Loans
----------- ----------------- -----------------
Effective Date 1.00% 2.00%
through July 1, 1995
July 2, 1995 and 1.00% 2.00%
thereafter
; PROVIDED, HOWEVER, that with respect to the Applicable Margin for
the period from and after July 2, 1995, if the Net Income Available
for Interest Charges for the four immediately preceding fiscal
quarters of the Borrower was equal to or less than 250% of the
interest charges of the Borrower during such four immediately
preceding fiscal quarters (such calculation to be evidenced in
reasonable detail by a certificate delivered by the chief financial
officer or Treasurer of the Borrower to the Banks not later than 45
days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower and 90 days after the end of each fiscal
year of the Borrower), the Applicable Margin for Revolving Credit
Loans bearing interest at the Reference Rate shall equal 1.50% per
annum and the Applicable Margin for Revolving Credit Loans bearing
interest at the Eurodollar Rate shall equal 2.50% per annum. Changes
in the Applicable Margin as a result of the operation of this proviso
shall become effective from and after the delivery of each such
officer's certificate after July 2, 1995 and shall remain effective
until delivery of each such subsequent officer's certificate. If the
Borrower fails to deliver any such officer's certificate as provided
above, the Applicable Margin from and including the date the Borrower
was required to deliver such officer's certificate to but not
including the date the Borrower does deliver such officer's
certificate, shall conclusively be presumed to equal the higher
Applicable Margin set forth in this proviso; and
(b) in the case of any Term Loan, 2% per annum with respect to
Term Notes bearing interest at the Reference Rate, and 3% per annum
with respect to Term Notes bearing interest at the Eurodollar Rate."
, and subdivision 2(C)(4) of the Existing Credit Agreement is amended to read
"2(C)(5)".
(6) Subdivision 2(E)(3) of the Existing Credit Agreement is
amended in its entirety to read as follows:
"(3) The Borrower shall pay to the Agent for the PRO RATA account of
the Issuer and each other Bank a Letter of Credit fee with respect to each
Letter of Credit in an amount equal to the then Applicable Margin with
respect to Loans bearing interest at the Eurodollar Rate multiplied by the
Stated Amount of such Letter of Credit, such fee being paid quarterly in
arrears on the first Business Day of July, October, January and April of
each year."
(7) Subdivision 2(F)(1) of the Existing Credit Agreement is
amended to (i) delete reference to "June 30, 1994" in the
third line thereof and insert in lieu thereof "June 30,
1996" and (ii) delete references to "July 1, 1997" in the
twenty-second line and last line thereof and insert in lieu
thereof "July 1, 1999".
-14-
<PAGE>
SECTION c. AMENDMENT TO PARAGRAPH 5 OF THE EXISTING CREDIT AGREEMENT.
The last line of subdivision 5(H)(3) of the Existing Credit
Agreement is amended in its entirety to read as follows:
"07/01/94 and thereafter 200%"
SECTION d. AMENDMENTS TO PARAGRAPH 9 OF THE EXISTING CREDIT
AGREEMENT. The following definitions in paragraph 9 of the
Existing Credit Agreement are amended as follows:
(1) The definition of "Interest Payment Date" is amended by
deleting reference to "October 1, 1994" in the twelfth line
thereof and inserting in lieu thereof "October 1, 1996".
(2) The definition of "Interest Period" is amended by deleting
reference to "July 1, 1994" in the nineteenth line thereof
and inserting in lieu thereof "July 1, 1996".
SECTION e. AMENDMENTS TO EXHIBITS. Exhibit A, B and C of the
Existing Credit Agreement are amended in their entirety to
read, respectively, as Exhibit A, B and C attached to this
Amendatory Agreement.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
In order to induce the Banks to make the amendments provided for in ARTICLE
II above, the Borrower hereby represents and warrants that it is in compliance
with all the terms, covenants and conditions of the Existing Credit Agreement
which are binding upon it; there is no event of default as designated in
paragraph 7 of the Existing Credit Agreement and no event which, with the giving
of notice or the lapse of time or both, would constitute such an event of
default; and the representations and warranties contained in paragraph 3 of the
Existing Credit Agreement, Article III of the Security Agreement and Article III
of the Pledge Agreement are true with the same effect as though such
representations and warranties had been made on the Amendment No. 1 Effective
Date.
ARTICLE 4.
CONDITIONS TO EFFECTIVENESS
SECTION a. EFFECTIVE DATE. This Amendatory Agreement shall become
effective on such date (herein called the "AMENDMENT NO. 1
EFFECTIVE DATE") when the conditions set forth in this
SECTION 4.1 have been satisfied.
SECTION i. EXECUTION OF COUNTERPARTS. The Agent shall have
received counterparts of this Amendatory Agreement duly
executed and delivered on behalf of the Borrower and
all the Banks.
-15-
<PAGE>
SECTION 4.1.2. RESOLUTIONS OF THE BOARD OF DIRECTORS. The Agent shall
have received resolutions of the Board of Directors of the Borrower authorizing
the execution, delivery and performance of this Amendatory Agreement.
SECTION 4.1.3. REVOLVING CREDIT NOTES. Each Bank shall have delivered to
the Agent, and the Agent shall have in turn delivered to the Borrower, its
Revolving Credit Note issued pursuant to the Existing Credit Agreement. In
addition, the Agent shall have received, for the account of each Bank, such
Bank's Revolving Credit Note (in the form provided for in this Amendatory
Agreement) duly executed by an authorized officer of the Borrower.
SECTION 4.1.4. CLOSING DATE CERTIFICATE. The Agent shall have received
for each Bank a certificate executed by the Chairman, President or Secretary of
the Borrower, dated the Amendment No. 1 Effective Date, as to those
representations and warranties made pursuant to ARTICLE III hereof.
SECTION 4.1.5. OPINIONS OF COUNSEL. The Agent shall have received, with
copies for each Bank, favorable written legal opinions, each dated the Amendment
No. 1 Effective Date and addressed to the Agent and each Bank, from
(a) Friedman & Siegelbaum or other counsel acceptable to the Agent, in the
case of those matters referred to in subparagraph 3(A) (as to the Borrower and
each Restricted Subsidiary), (B) and (C) of the Existing Credit Agreement;
(b) Richard Bindelglass, general counsel of the Borrower, in the case of
those matters referred to in subparagraph 3(D) (to the extent of his knowledge
after due investigation in the case of mortgages, indentures, contracts and
agreements referred to therein) and (E) (other than the Keene Corporation
litigation regarding the purchase of certain assets at less than fair market
value by the predecessor of the Borrower (the "KEENE CORPORATION LITIGATION"));
and
(c) McCarter & English, in the case of those matters referred to in
subparagraph 3(E) of the Existing Credit Agreement as it relates to the Keene
Corporation Litigation.
SECTION 4.1.6. AMENDMENT FEE. The Borrower shall have paid to the Agent,
for the PRO RATA account of each Bank, an amendment fee in immediately available
funds in the aggregate amount of $625,000.
SECTION 4.1.7. LEGAL DETAILS, ETC. All documents executed or submitted
pursuant hereto, and all legal matters incident thereto, shall be satisfactory
in form and substance to the Agent and its counsel.
SECTION b. EXPIRATION. If all of the conditions set forth in SECTION
4.1 shall not have been satisfied on or prior to June 15,
1994 the agreements of the parties contained in this
Amendatory Agreement shall, unless otherwise agreed by all
the Lenders, terminate effective immediately on such date
and without further action.
-16-
<PAGE>
ARTICLE 5.
MISCELLANEOUS
SECTION a. CROSS-REFERENCES. References in this Amendatory Agreement
to any Article or Section are, unless otherwise specified,
to such Article or Section of this Amendatory Agreement.
SECTION b. LOAN DOCUMENT PURSUANT TO EXISTING CREDIT AGREEMENT. This
Amendatory Agreement is a Loan Document executed pursuant to
the Existing Credit Agreement. Except as expressly amended
hereby, all of the representations, warranties, terms,
covenants and conditions contained in the Existing Credit
Agreement, each other Loan Document and the Letter of Credit
Agreement shall remain unamended and in full force and
effect. The amendments set forth herein shall be limited
precisely as provided for herein and shall not be deemed to
be a waiver of, amendment of, consent to or modification of
any other term or provision of the Existing Credit
Agreement, any other Loan Document or the Letter of Credit
Agreement or of any transaction or further or future action
on the part of the Borrower which would require the consent
of any of the Lenders under the Existing Credit Agreement
or any other Loan Document or CBNA under the Letter of
Credit Agreement.
SECTION c. COUNTERPARTS, ETC. This Amendatory Agreement may be
executed by the parties hereto in several counterparts, each
of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.
SECTION d. GOVERNING LAW; ENTIRE AGREEMENT. THIS AMENDATORY
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
-17-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendatory
Agreement to be executed by their respective officers hereunto duly authorized
as of the day and year first above written.
THE GENLYTE GROUP INCORPORATED
By
------------------------------
Name:
Title:
CONTINENTAL BANK N.A., as Agent
By
------------------------------
Name:
Title:
CONTINENTAL BANK N.A.
By
------------------------------
Name:
Title:
CHEMICAL BANK
By
------------------------------
Name:
Title:
NBD BANK, N.A.
By
------------------------------
Name:
Title:
-18-
<PAGE>
THE TORONTO-DOMINION BANK
By
------------------------------
Name:
Title:
TRUST COMPANY
By
------------------------------
Name:
Title:
THE BANK OF TOKYO TRUST COMPANY
By
------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
------------------------------
Name:
Title:
BANK OF SCOTLAND
By
------------------------------
Name:
Title:
TEXAS COMMERCE BANK, N.A.
-19-
<PAGE>
By
------------------------------
Name:
Title:
GIROCREDIT BANK
By
------------------------------
Name:
Title:
By
------------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By
------------------------------
Name:
Title:
-20-
<PAGE>
EXHIBIT A
List of Banks
<TABLE>
<CAPTION>
Revolving
Credit Term Loan
Bank Commitment Commitment Percentage
---- ---------- ---------- ----------
<S> <C> <C> <C>
Continental Bank N.A. $31,250,000 $ 27,500,000 25.0%
Chemical Bank $34,375,000 $30,250,000 27.5%
NBD Bank, N.A. $12,500,000 $11,000,000 10.0%
The Toronto-Dominion Bank $ 9,375,000 $ 8,250,000 7.5%
Trust Company Bank $ 6,250,000 $ 5,500,000 5.0%
The Bank of Tokyo Trust Company $ 6,250,000 $ 5,500,000 5.0%
The Bank of New York $ 6,250,000 $ 5,500,000 5.0%
Bank of Scotland $ 6,250,000 $ 5,500,000 5.0%
GiroCredit Bank $ 6,250,000 $ 5,500,000 5.0%
Bank of America National Trust $ 6,250,000 $ 5,500,000 5.0%
and Savings Association ------------ ------------
$125,000,000 $110,000,000
</TABLE>
21
<PAGE>
EXHIBIT B
FORM OF REVOLVING CREDIT NOTE
Secaucus, New Jersey
[U.S.$ ] _______ __, 1994
THE GENLYTE GROUP INCORPORATED, a Delaware corporation (the "BORROWER"),
for value received, hereby promises to pay to the order of [ ] (the
"BANK") at the office of CONTINENTAL BANK N.A., 231 South LaSalle Street,
Chicago, Illinois 60697, as Agent (the "AGENT"), the lesser of the principal sum
of [$ ] or the aggregate unpaid principal amount of all Revolving Credit
Loans made by the Bank to the Borrower pursuant to the Revolving Credit and Term
Loan Agreement, dated as of July 17, 1991, as amended pursuant to Amendment No.
1 to Revolving Credit and Term Loan Agreement, dated as of May 20, 1994 (as the
same may be further amended, supplemented or otherwise modified from time to
time, the "AGREEMENT"), among the Borrower, the Banks named therein and
Continental Bank N.A., as Agent thereunder, such amount to be evidenced by
endorsement thereof by the holder on the Schedule of Loans and Payments of
Principal on the reverse side of this Revolving Credit Note (subject to the
proviso set forth below) and to be paid in immediately available funds on July
1, 1996 and as otherwise provided in the Agreement; and the Borrower hereby
promises to pay interest on the unpaid principal amount of all Revolving Credit
Loans from time to time outstanding from the date hereof until stated maturity
or earlier payment, in like funds, at such office, at a rate or rates per annum
and at such times as are provided by the Agreement.
Each Revolving Credit Loan and each prepayment or payment made on account
of the principal hereof shall be endorsed by the holder on the Schedule of Loans
and Payments of Principal on the reverse side of this Revolving Credit Note,
PROVIDED, HOWEVER, that the failure of the Bank or the Agent to set forth such
principal payments, prepayments and other payments on such schedule shall not in
any manner affect the obligation of the Borrower to repay the revolving Credit
Loans made by the Bank in accordance with the terms of this Revolving Credit
Note. This Revolving Credit Note may be prepaid in whole or in part at the
option of the Borrower and is subject to mandatory prepayment in accordance with
the provisions of the Agreement.
This Revolving Credit Note is one of the Revolving Credit Notes referred to
in, and the holder hereof and the Borrower are entitled to the benefits of the
Agreement. Upon occurrence of an event of default specified in the Agreement,
the principal hereof and accrued interest hereon may be declared to be or may
become forthwith due and payable as provided in the Agreement.
This Revolving Credit Note shall be deemed to be a contract made under the
laws of the State of New York and shall be governed by and construed in
accordance with the laws of such State.
THE GENLYTE GROUP INCORPORATED
22
<PAGE>
By
------------------------------
Name:
Title:
-23-
<PAGE>
SCHEDULE OF
LOANS AND PAYMENTS OF PRINCIPAL
- - --------------------------------------------------------------------------------
Amount of Amount of Principal Unpaid Principal
Date Loan Paid of Prepaid Certified Balance By
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1
- - -------------------------------------------------------------------------------
2
- - -------------------------------------------------------------------------------
3
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4
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5
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6
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7
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8
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9
- - -------------------------------------------------------------------------------
10
- - -------------------------------------------------------------------------------
11
- - -------------------------------------------------------------------------------
12
- - -------------------------------------------------------------------------------
13
- - -------------------------------------------------------------------------------
14
- - -------------------------------------------------------------------------------
15
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16
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17
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18
- - -------------------------------------------------------------------------------
19
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20
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21
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22
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23
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24
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25
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26
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27
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28
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29
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30
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-24-
<PAGE>
EXHIBIT C
FORM OF TERM NOTE
No. T- Secaucus, New Jersey
[U.S.$ ] ________ __, 1994
THE GENLYTE GROUP INCORPORATED, a Delaware corporation (the "BORROWER"),
for value received, hereby promises to pay to the order of [ ]
(the "BANK") at the office of CONTINENTAL BANK N.A., 231 South LaSalle Street,
Chicago, Illinois 60607, as Agent (the "AGENT"), the principal sum of
[$ ], payable in immediately available funds in accordance with
subparagraph 2(B) of the Agreement referred to below, with a final installment
on the unpaid principal amount of this Term Note due and payable on July 1,
1999; and the Borrower hereby promises to pay interest on such principal sum or
the unpaid balance thereof from the date hereof until stated maturity or earlier
payment, in like funds, at such office at a rate or rates per annum and at such
times as are provided by the Agreement.
This Term Note is one of the Term Notes referred to in, and the holder
hereof and the Borrower are entitled to the benefits of, the Revolving Credit
and Term Loan Agreement, dated as of July 17, 1991, as amended pursuant to
Amendment No. 1 to Revolving Credit and Term Loan Agreement, dated as of May 20,
1994, between the Borrower, the Banks named therein and Continental Bank N.A.,
as Agent thereunder (as the same may be further amended, modified, supplemented
or otherwise modified from time to time, the "AGREEMENT"). This Term Note is
subject to mandatory prepayments at the times and in the amounts specified in
the Agreement. This Term Note may be prepaid in whole or in part at the option
of the Borrower in accordance with the provisions of the Agreement. Upon
occurrence of an event of default specified in the Agreement, the principal
hereof and accrued interest hereon may be declared to be or may become forthwith
due and payable as provided in the Agreement.
This Term Note shall be deemed to be a contract made under the laws of the
State of New York and shall be governed by and be construed in accordance with
the laws of such State.
THE GENLYTE GROUP INCORPORATED
By
-----------------------------
Name:
Title:
25
<PAGE>
EXHIBIT 4 (B)
WAIVER #2 TO THE REVOLVING CREDIT AND TERM LOAN AGREEMENT, DATED JULY 17, 1991,
AS AMENDED AS OF MAY 20, 1994 AMONG THE GENLYTE GROUP INCORPORATED, THE BANKS,
AND THE AGENT
THE GENLYTE GROUP INCORPORATED
TO: EACH OF THE BANKS (COLLECTIVELY, THE "BANKS")
IDENTIFIED ON SCHEDULE A HERETO AND CONTINENTAL BANK
(FORMERLY KNOWN AS CONTINENTAL BANK N.A.), AS AGENT FOR THE BANKS
RE: JOBS FOR FALL RIVER, INC. LOAN AGREEMENTS
Reference is made to the Revolving Credit and Term Loan Agreement,
dated as of July 17, 1991, as amended as of May 20, 1994 (the "CREDIT
AGREEMENT"), among The Genlyte Group Incorporated (the "BORROWER"), the Banks
and the Agent. Capitalized terms not defined herein have the meanings provided
for in the Credit Agreement.
The Borrower proposes to borrow Senior Funded Debt from Jobs For Fall
River, Inc. in an aggregate principal amount of $150,000 pursuant to the loan
agreements (collectively, the "JOBS LOAN AGREEMENTS") attached as Exhibit A
hereto. The Borrower hereby requests that it be permitted to borrow such Senior
Funded Debt and that such Senior Funded Debt shall not reduce the amount it
would otherwise be permitted to borrow pursuant to subdivision 6(A)(1)(d) of the
Credit Agreement. The Borrower agrees not to amend in any material respect any
of the Jobs Loan Agreements (including, without limitation, to increase the
principal amount thereof, refinancing any of such amounts or granting security
with respect thereto) without obtaining the prior written consent of the
Required Banks.
In order to induce the Banks to enter into this Letter Agreement, the
Borrower hereby represents and warrants that it is in compliance with all of the
terms, covenants, and conditions of the Credit Agreement which are binding upon
it; there is no event of default as designated in paragraph 7 of the Credit
Agreement and no event which, with the giving of notice or the lapse of time or
both, would constitute such an event of default; and the representation and
warranties contained in paragraph 3 of the Credit Agreement, Article III of the
Security Agreement and Article III of the Pledge Agreement are true with the
same effect as though such representations and warranties had been made on the
date hereof.
-16-
<PAGE>
If we have not entered into the Jobs Loan Agreements on or prior to
July 15, 1994, this Letter Agreement shall be of no force or effect.
Except for the consent granted pursuant to this Letter Agreement all
of the representations, warranties, terms, covenants and conditions contained in
the Credit Agreement, each other Loan Document and the Letter of Credit
Agreement shall remain unchanged and in full force and effect.
If you are in agreement with the consent requested hereby, please
execute this Letter Agreement where indicated below.
Sincerely,
THE GENLYTE GROUP INCORPORATED
-27-
<PAGE>
EXHIBIT 4(C)
LOAN AGREEMENT BETWEEN
THE GENLYTE GROUP INCORPORATED
AND
JOBS FOR FALL RIVER, INC.
DATED AS OF JULY 1, 1994
AGREEMENT made this 1st day of July, 1994, between LIGHTOLIER,
division of The Genlyte Group, a Delaware corporation with a usual place of
business at 63 Airport road, Fall River, Massachusetts ("Borrower"), and JOBS
FOR FALL RIVER, INC., a Massachusetts non-profit corporation with its principal
place of business at One Government Center, Fall River, Massachusetts
("Lender").
IN CONSIDERATION of the representatives, warranties, covenants and agreements
set forth in this Agreement, Lender is making a loan to Borrower in the amount
of One Hundred Fifty Thousand ($150,000.00) Dollars ("the Loan"). In connection
with the Loan, Borrower is executing a promissory note ("Note"), and certain
other documents. This Agreement, together with the Note, and the other
documents executed in connection with this Loan are collectively called the
"Documents".
SECTION 1. LOAN.
1.1 NOTE
Lender is loaning to Borrower $150,000.00 which Borrower shall repay
in accordance with the Borrower's promissory note in the amount of $150,000.00
the form of which is attached hereto and marked Exhibit "A".
SECTION 2. REPRESENTATIONS AND WARRANTIES.
Borrower hereby represents and warrants as follows:
-28-
<PAGE>
2.1 ORGANIZATION
Borrower is duly organized, validly existing in good standing and
qualified to do business under the laws of the Commonwealth of Massachusetts
with full power and authority to own its properties and to conduct its business
in the Commonwealth of Massachusetts and such other jurisdictions in which such
business has been and is now being conducted.
2.2 AUTHORITY
The Borrower has taken all action which may be required by its
charter, by-laws and applicable law to authorize the execution, delivery and
performance of this Agreement and the Documents.
2.3 NO CONFLICT
The execution, delivery and performance by Borrower of this Agreement
and the Documents will not violate any provisions of the Borrower's charter or
by-laws, and will not conflict with or result in any breach of any provision of,
or constitute a default under, or result in the imposition of any lien or charge
upon any asset of Borrower under, or result in the acceleration of any
obligation under the terms of any agreement or document binding upon Borrower.
2.4 PAYMENT OF TAXES
Borrower has filed all federal and state tax returns required to be
filed, and all taxes shown to be owing on such returns have been paid. Borrower
has no knowledge of any deficiency which may become due in connection with such
taxes. All other material taxes which are due from Borrower have been paid.
SECTION 3. COVENANTS
Until the Note is paid in full, Borrower hereby agrees as follows:
3.1 PAYMENTS OF LIABILITIES
Borrower shall pay all liabilities as they become due unless they are
contested in good faith, in which case adequate reserves therefor will be
maintained.
29
<PAGE>
3.2 CONDUCT OF BUSINESS
Borrower shall keep in full force and effect its existence and all
material rights, licenses, patents, leases and franchises reasonably necessary
for the conduct of its business and shall comply with the applicable laws and
regulations the violation of which would be materially adverse to Borrower.
Borrower shall promptly give Lender notice of any unusual problems or
developments affecting its business operations which may adversely affect its
ability to repay the Loan.
3.3 MAINTENANCE OF PROPERTY
Borrower shall keep all of its property, both real and personal, that
is material to its business in good order and condition and shall make all
necessary repairs, replacements, additions and improvements thereto so that its
business may be properly and advantageously conducted.
3.4 MAINTENANCE INSURANCE
Borrower shall keep all of its property, both real and personal, that
is material to its business insured with financially responsible insurers, or
adequately self insured, in amounts sufficient to repair or replace such
property in the event of casualty and, on demand from Lender shall furnish
Lender with evidence of such policies.
3.5 FINANCIAL RECORDS
Borrower shall at all times keep proper books of records and account,
in which correct and complete entries shall be made of all its dealings, in
accordance with sound accounting practices.
3.6 EMPLOYMENT BY BORROWER
Borrower covenants and agrees that the following full time workers and
part time workers with compensation to be paid will be added to payroll as a
result of this loan, which full time and part time workers will be residents of
the City of Fall River:
COMPENSATION
FULL TIME PART TIME TO BE PAID PRESENTLY ON PAYROLL
- - --------------------------------------------------------------------------------
5 Minimum Wage
-30-
<PAGE>
Borrower further agrees to report to LENDER on a quarterly basis, during
each calendar year, its employment status regarding the additional employees and
existing employees resulting from application of these loan proceeds. This Loan
Agreement is subject to all the conditions and requirements of the Community
Development Agency, which conditions and requirements are attached hereto and
made a condition hereof. The purpose of the revolving loan fund is to support
business activities for which credit is not otherwise available on terms and
conditions which would permit the completion and/or the successful operation or
accomplishment of the project in Fall River, Massachusetts. The Lender reserves
the right to recall the loan if these requirements are not met.
SECTION 4. DEFAULT
4.1 NOTE DEFAULT
Until the Note is paid in full, if any one or more of the following events
of default (hereafter each called an "Event of Default") shall occur:
(a) Borrower fails to pay the principal or interest on the Note
within thirty (30) days after it is due;
(b) Borrower fails to observe or perform any covenant, warranty or
agreement to be performed by Borrower under this Agreement, and the same shall
not have been remedied within thirty (30) days after written notice thereof from
the Lender to the Borrower;
(c)(i) the filing by Borrower of a petition under any chapter of
the Federal Bankruptcy Code or the institution by Borrower of any other
proceeding under the law relating to bankruptcy, bankruptcy reorganization,
insolvency or relief of debtors; or
(ii) the filing against Borrower of any involuntary petition
under any chapter of the Federal Bankruptcy Code or the institution of any other
proceeding under any law relating to bankruptcy, bankruptcy reorganization,
insolvency or relief of debtors where such proceeding or petition is not
dismissed or stayed within sixty (60) days from the date on which it is filed or
instituted; or
(d) Borrower ceases business operations in its Fall River facility;
then, in each such event, Lender may declare Borrower in default of the Note and
exercise the Rights on Default as hereinafter provided.
4.2 RIGHTS ON DEFAULT
In the event of the occurrence of an Event of Default under this
Agreement, Lender may:
-31-
<PAGE>
(a) by written notice to Borrower declare the Note to be immediately
due and payable without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived; and
(b) exercise any and all rights which it may have under the Loan
Documents. No course of dealing or delay in accelerating the maturity of the
Note or in taking or failing to take any other action with respect to any event
of default shall affect Lender's right to take such action at a later time. No
waiver as to any one default shall affect Lender's rights upon any other
default.
4.3 EXPENSES
Any payment made or expense incurred by Lender (including, without
limitation, reasonable attorneys' fees and disbursements) in connection with the
preparation of the Documents or the legal exercise of any right under the
Documents shall be payable on demand by Borrower.
SECTION 5. MISCELLANEOUS PROVISIONS
5.1 Borrower shall from time to time execute such further writings,
instruments and documents and do such further acts as Lender may reasonably
require to effect the purposes of this Agreement.
5.2 NOTICES
Any notice under this Agreement shall be in writing and shall be
deemed delivered if mailed, postage prepaid, to a party at the principal place
of business specified in this Agreement or such other address as may be
specified by notice given after the date hereof.
5.3 GOVERNING LAW
This Agreement and all Documents shall be governed and construed under
the laws of the Commonwealth of Massachusetts.
5.4 SUCCESSORS AND ASSIGNS
This Agreement and all Documents shall bind and inure to the benefit
of the heirs, executors, administrators, legal representatives, successors and
assigns of each party.
5.5 INTERPRETATION
Reference to the singular or the plural shall be deemed
to include the other where the context requires.
-32-
<PAGE>
5.6 PREPAYMENT
The Loan may be prepaid in whole or in part at any time and from time
to time without premium or penalty.
5.7 SEALED INSTRUMENT
This Agreement shall have the effect of an instrument under seal.
IN WITNESS WHEREOF, this Agreement has been executed by its duly authorized
representatives on the date first hereinabove written.
LIGHTOLIER DIVISION OF
THE GENLYTE GROUP INCORPORATED
By:_______________________________________
Donna Ratliff, Vice President - Administration
and Corporate Secretary
JOBS FOR FALL RIVER, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
-33-
<PAGE>
EXHIBIT 4(D)
LOAN AGREEMENT BETWEEN
JOBS FOR FALL RIVER, INC.
AND
THE GENLYTE GROUP INCORPORATED
LENDER: JOBS FOR FALL RIVER, INC.
A MASSACHUSETTS NON-PROFIT CORPORATION
ONE GOVERNMENT CENTER
FALL RIVER, MA 02722
(HEREINAFTER SOMETIMES CALLED JOBS)
BORROWER: THE GENLYTE GROUP INCORPORATED
A DELAWARE CORPORATION
FALL RIVER, MA 02720
R E C I T A L S
1. In order to assist The Genlyte Group Incorporated in providing
employment opportunities in the local labor market, Jobs for Fall River, Inc.
will lend Two Million ($2,000,000) Dollars as interim financing for its working
capital for the acceleration of Lightolier's relocation efforts.
2. The Federal Department of Housing and Urban Development ("DHUD") has
made available to the City certain Community Development Block Grant funds in
the sum of Two Million ($2,000,000) Dollars (the "interim financing"), which
funds will be loaned by the City to Jobs under the terms of a Loan Agreement
(the "CDBG Loan Agreement") of even date herewith for the purpose of funding the
Loan made by Jobs to Borrower hereunder.
3. Jobs desires to lend to Borrower and Borrower desires to borrow from
Jobs the sum of Two Million ($2,000,000) Dollars (the "Loan") in order to
finance its working capital.
4. The interim financing consists of Community Development Block Grant
funds which have been allocated to the City, but which have not yet been drawn
down. The interim financing has been made available to the City by DHUD on the
conditions that the interim financing, notwithstanding the loan of same to Jobs,
shall, as necessary, be at all times immediately available for such purposes as
may from time to time be determined by the City of DHUD.
IT IS THEREFORE AGREED:
1. LOAN BY LENDER. Jobs agrees, subject to the terms and conditions of
this Agreement and in consideration of the representations, covenants and
obligations of Borrower contained in this Agreement, to loan to Borrower the sum
of Two Million ($2,000,000) Dollars to finance its working capital. In order to
acquire funds for the Loan, Jobs will execute the CDBG Loan Agreement
simultaneously with the execution of this Agreement.
-34-
<PAGE>
2. LOAN REPAYMENT. In consideration of the undertakings of Jobs and of
the Loan made hereunder, Borrower hereby agrees to pay to Jobs or its order the
sum of Two Million ($2,000,000) Dollars, at the time and in the manner set forth
in the Promissory Note (the "Note") of even date herewith, in the form attached
hereto as Exhibit "1", made and executed by Borrower to the order of Jobs.
3. SOURCE OF PAYMENT. Payment of principal hereunder and under the Note
shall be backed by unconditional, irrevocable letters of credit (the "Letters of
Credit") in the amounts of Two Million ($2,000,000) Dollars in form and
substance satisfactory to Jobs and the City of its representative, from an
issuer satisfactory to the City or its representative, addressed in each case to
Jobs as beneficiary, with provisions permitting the transferability of the
beneficiary's interest thereunder to the City. Payment under such Letters of
Credit shall not be conditioned upon any action or omission to take such action
on the part of Jobs or the City, whether under this Agreement, under the terms
of any document executed or delivered hereunder or otherwise. Neither the
acceptance of, the transfer of, or the receipt of monies under the Letters of
Credit shall in any manner relieve Borrower of any obligation hereunder or under
the terms of any document executed or given in connection herewith, except to
the extent payment is actually received under the Letters of Credit.
4. CONDITIONS TO LENDER MAKING LOAN. The obligation of the Lender to
make any advance under this Agreement shall at all times be conditioned for the
sole benefit of Jobs upon:
a. The execution of this Agreement by Borrower and Jobs;
b. Receipt of Jobs of the Letters of Credit;
c. The receipt by Jobs of such documents, certifications and
opinions as may be reasonably satisfactory to Jobs, evidencing that this
Agreement, the Note, the Letters of Credit and all other documents given or
executed in connection herewith are duly and validly executed by and on behalf
of and constitute the valid and enforceable obligations of the obligors
thereunder pursuant to the respective terms of each, and that the execution and
delivery of this Agreement, the Note, the Letters of Credit and all other
documents executed or given hereunder and the performance by breach or violate
any articles of incorporation, any by-law restrictions, or any law or
governmental regulation, or constitute any breach of or default under any
agreement or instrument, to which the Borrower or any other obligor may be party
or under the terms of which Borrower or any other obligor may be bound.
d. The availability to Jobs of Dollars in proceeds from the CDBG
Loan and the satisfaction of all conditions thereunder to same under the CDBG
Loan Agreement.
5. CONSENT TO ASSIGNMENT. Borrower hereby acknowledges that,
concurrently with the execution of this Agreement, Jobs is assigning its rights
under this Agreement, is negotiating the Note and is transferring certain of
Jobs' rights under the Letter of Credit, together with all revenues, receipts,
funds and proceeds of or with respect to the CDBG Loan Agreement. Borrower
hereby consents to such assignment, negotiation and transfer. Borrower hereby
waives any objections or defenses it may have, if any, to the enforcement of its
obligations under this Agreement or under any document executed or given
hereunder or in connection herewith or to the assignment, negotiation and
transfer by Jobs to the City of Jobs' rights as above described
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<PAGE>
and further agrees that Jobs, the City or either of them may enforce the
provisions of this Agreement and all documents given or executed hereunder or
pursuant hereto. No undertaking by Jobs, without the written consent of the
City, shall release the Borrower from any obligation under this Agreement or any
document executed hereunder or pursuant hereto, including any security therefor,
owing to or assigned, transferred or negotiated to the City.
6. OBLIGATIONS OF BORROWER HEREUNDER UNCONDITIONAL. The obligations of
the Borrower to make payments required in Paragraph 2 hereof shall be absolute
and unconditional and, until such time as the principal of the Note shall have
been fully paid, the Borrower:
a. Will not suspend any payment for which provision is made in this
Agreement or in any other document executed hereunder in connection herewith.
b. Will not terminate or suspend this Agreement or the payment of
any obligations provided hereunder or under any other document executed
hereunder or in connection herewith for any cause, including, without limiting
the generality of the foregoing, any acts or circumstances that may constitute
failure of consideration, commercial frustration of purpose, any failure of Jobs
or any assignee thereof to perform and observe any agreement, whether express or
implied, or any duty, liability or obligation arising out of or connected with
this Agreement or any document executed hereunder or in connection herewith
(except with respect to the foregoing, those arising from a failure by Jobs to
make advances pursuant to Section 1 hereof), any breach by the City of any
obligation owing to Borrower or the exercise by the City of any right or
prerogative granted to or served by the City under the terms of any agreement
between the City and the Borrower or under any coveyance from the City to the
Borrower. No defense, setoff, recoupment or counterclaim which may be available
to or asserted by Jobs against the City shall be available to or asserted by
Borrower against the City or Jobs. Insofar as Borrower shall be concerned, all
assignments, negotiations and transfers to the City as described above shall be
and are absolute. No obtained consent or approval from the City or DHUD shall
relieve Borrower from or constitute any defense or condition to the obligations
of Borrower with respect to payment hereunder or under the terms of any document
given hereunder or in connection herewith.
7. DEFAULT AND REMEDIES.
a. DEFAULT. The Failure of Borrower to pay or perform any
obligation hereunder or under the terms of any other document executed in
connection herewith or the falsity of any representation or breach of any
warranty of covenant made by the Borrower, hereunder or under the terms of any
other document executed in connection herewith, shall constitute a default
hereunder.
b. REMEDIES. Upon the occurrence of a default by Borrower, Jobs may
take any one or more of the following remedial steps:
(1) Take whatever action at law or in equity (other than an
action for specific performance of non-monetary obligations) as may appear
necessary or desirable, in the sole discretion of Jobs, to collect the amounts
then due and thereafter to become due or to enforce performance and observance
of any obligation, agreement or covenant of the Borrower under this Agreement or
under any other document executed in connection herewith.
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<PAGE>
(2) To take any and all action and do any and all things which
are allowed, permitted or provided by law to enforce or realize upon the Letters
of Credit (it being understood, however, that neither demand by Jobs nor default
by Borrower shall constitute conditions to the rights of Jobs or its transferee
to demand, receive or obtain payment under the Letters of Credit.
(3) Institute any action or proceeding at law or in equity for
the collection of the sums so due and unpaid and to prosecute any such action or
proceeding to judgment or final decree and to enforce any such judgment or final
decree and collect, in a manner provided by law, the monies adjudged or decreed
to be payable.
(4) If there shall be pending, at any time, proceedings
pertaining to the bankruptcy or reorganization of the Borrower under the federal
bankruptcy laws or any other applicable law, or in the case a receiver, trustee
or custodian shall have been appointed for the property of the Borrower and in
the case of any other similar judicial proceedings relative to the borrower or
to its creditors, Jobs shall be entitled and empowered by the intervention in
such proceedings or otherwise to file and prove a claim or claims for the whole
amount owing and unpaid pursuant to this Agreement and evidenced by the Note,
and in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of Jobs or any assignee of Jobs allowed in such judicial proceedings relative to
the Borrower and to collect and receive any monies or other property payable or
deliverable on any such claims, and any receiver, custodian, assignee or trustee
in bankruptcy or reorganization is hereby authorized to make such payments to
Jobs' assignee hereof and to pay the expenses incurred by it up to the date of
such distribution.
c. NO REMEDY EXCLUSIVE. No remedy herein conferred upon or reserved
to Jobs is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under this Agreement or now existing at low or in
equity or by statute and may be exercised in such number, at such times and in
such order as Jobs may determine in its discretion. No delay or omission to
exercise any right or power or shall be construed to be a waiver thereof, but
any such right and power may be expedient by Jobs. In order to entitle Jobs to
exercise any right or remedy reserved to it under this Agreement, it shall not
be necessary to give any notice, other than notices which may be herein
expressly required. Such rights and remedies as are given to Jobs hereunder
shall also extend to any assignee of Jobs and such assignee shall be deemed a
third party beneficiary of all covenants and agreements herein contained.
8. AGREEMENT TO PAY ATTORNEYS FEES AND EXPENSES. In the event Jobs
utilizes the services of an attorney or attorneys in attempts to collect any
sums due under this Agreement or any other document executed or given in
connection herewith or hereunder or if Jobs becomes a party plaintiff or
defendant or otherwise appears in any legal proceeding relating to this
Agreement or any of the documents executed hereunder or in connection herewith,
the Borrower shall pay to Jobs all costs and expenses incurred, including
reasonable attorneys' fees and further including those costs, expenses and
attorneys' fees incurred after the filing by or against the Borrower of any
proceedings under any Federal or State laws relating to bankruptcy or insolvency
and whether incurred in connection with the involvement of Jobs as a creditor in
such proceedings or otherwise.
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<PAGE>
9. NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER. In the event any
undertaking contained in this Agreement or any document executed hereunder or in
connection herewith should be breached by Borrower and thereafter waived by Jobs
(it being understood that no waiver on the part of Jobs shall be effective
without the written consent of the City as assignee of Jobs) such waiver shall
be limited to the particular breach so waived and shall not be deemed to waive
any other breach hereunder.
10. NO WARRANTY OF CONDITION OR SUITABILITY. Neither Jobs nor the City
make any warranty, either express or implied, as to the conditions of the
interim financing for working capital for execution of the contract financed by
the Loan, or that said working capital will be suitable for the purposes or
needs of the Borrower or that the Loan will be sufficient to meet the working
capital needs of Borrower in connection with the execution of the contract.
11. NOTICES. All notices, certificates or other communications hereunder
shall be delivered either personally or by registered or certified mail, postage
prepaid, return receipt requested and addressed to the parties at the addresses
set forth in this Agreement. If given by mail such notice shall be effective as
of the date so deposited in the United States mail. Copies of all such notices
shall be delivered or mailed to the City of Fall River, Massachusetts.
12. COSTS AND EXPENSES OF LENDER. Borrower shall pay or reimburse to
Jobs, upon demand by Jobs, all costs incurred by Jobs in connection with this
Agreement, and the Loan, including without limitation all recording and filing
fees (if any) and attorneys' fees.
13. EXECUTION OF DOCUMENTS. The parties hereto shall, exercising
reasonable diligence, execute any and all documents and do all things as may be
necessary or advisable under the circumstances to given practical effect to this
Agreement and to evidence, perfect and protect all rights and interests granted
by the parties hereunder.
14. CONFLICT OF INTEREST. NO INDIVIDUAL LIABILITY. No member, official
or employee of Jobs shall have any personal interest, direct or indirect, in
this Agreement, nor shall any such member, official or employee participate in
any decision relating to this Agreement which affects his pecuniary interest or
interests of any corporation, partnership or association in which he is,
directly or indirectly, interested. No member, official or employee of the City
or of Jobs shall be personally liable in the event of any default or breach of
this Agreement by the City or Jobs.
15. BINDING EFFECT. This Loan Agreement shall inure to the benefit of
and shall be binding upon Jobs and the Borrower and their respective successors
and assigns, subject, however, to the limitations contained in this Agreement.
16. SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such provisions in any other jurisdiction.
To the extent permitted by applicable law, the borrower hereby waives any
provisions of law which renders any provisions hereof prohibited or
unenforceable in any respect.
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<PAGE>
17. AMENDMENTS, CHANGES AND MODIFICATIONS. Except as otherwise provided
in this Agreement, this Agreement may not be effectively amended, changed,
modified, altered or terminated without the prior written consent of the City.
No term or provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which the enforcement of the change, waiver, discharge or termination is
sought.
18. EXECUTION OF COUNTERPARTS. This Agreement may be simultaneously
executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
19. CAPTIONS AND TABLE OF CONTENTS; LAW GOVERNING. The Captions and Table
of Contents in this Agreement are for convenience and reference only and shall
not define, limit or modify any of the terms or provisions hereof. This
agreement shall in all respects be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, including all matters of
construction, validity and performance.
The interest of Jobs in, to and under the foregoing Loan Agreement has been
assigned this date to the City of Fall River, a municipal corporation.
DATED:
LENDER:
JOBS FOR FALL RIVER, INC.
By:_____________________________________
Michael F. Neves
BORROWER:
THE GENLYTE GROUP INCORPORATED
By:______________________________________
By:______________________________________
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EXHIBIT 11
THE GENLYTE GROUP INCORPORATED
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED JULY 2, 1994 AND JULY 3, 1993
(000'S OMITTED, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
1994 1993
- - --------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE:
- - --------------------------------------------------------------------------------
<S> <C> <C>
Net Income $ 1,578 $ 767
- - --------------------------------------------------------------------------------
Average Common Shares Outstanding 12,732 12,732
- - --------------------------------------------------------------------------------
Common Shares Issuable in Respect to
Common Stock Equivalents, with a
Dilutive Effect 0 106
- - --------------------------------------------------------------------------------
Total Common and Common Equivalent
Shares 12,732 12,838
- - --------------------------------------------------------------------------------
Primary Earnings per Share $ .12 $ .06
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
FULLY DILUTED EARNINGS PER
SHARE:
- - --------------------------------------------------------------------------------
Net Income Applicable to Common
Stock and Common Stock Equivalents $ 1,578 $ 767
- - --------------------------------------------------------------------------------
Total Common and Common Equivalent
Shares 12,731 12,838
- - --------------------------------------------------------------------------------
Additional Common Shares Assuming
Full Dilution 5 0
- - --------------------------------------------------------------------------------
Total Common Shares Assuming
Full Dilution 12,736 12,838
- - --------------------------------------------------------------------------------
Fully Diluted Earnings per Share $ .12 $ .06
- - --------------------------------------------------------------------------------
</TABLE>
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EXHIBIT 11
THE GENLYTE GROUP INCORPORATED
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE SIX MONTHS ENDED JULY 2, 1994 AND JULY 3, 1993
(000'S OMITTED, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
1994 1993
- - --------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE:
- - --------------------------------------------------------------------------------
<S> <C> <C>
Net Income $ 2,842 $ 1,385
- - --------------------------------------------------------------------------------
Average Common Shares Outstanding 12,732 12,722
- - --------------------------------------------------------------------------------
Common Shares Issuable in Respect to
Common Stock Equivalents, with a
Dilutive Effect 0 128
- - --------------------------------------------------------------------------------
Total Common and Common Equivalent
Shares 12,732 12,850
- - --------------------------------------------------------------------------------
Primary Earnings per Share $ .22 $ .11
- - --------------------------------------------------------------------------------
FULLY DILUTED EARNINGS PER SHARE:
- - --------------------------------------------------------------------------------
Net Income Applicable to Common
Stock and Common Stock Equivalents $ 2,842 $ 1,385
- - --------------------------------------------------------------------------------
Total Common and Common Equivalent
Shares 12,731 12,850
- - --------------------------------------------------------------------------------
Additional Common Shares Assuming
Full Dilution 3 22
- - --------------------------------------------------------------------------------
Total Common Shares Assuming
Full Dilution 12,734 12,872
- - --------------------------------------------------------------------------------
Fully Diluted Earnings per Share $ .22 $ .11
- - --------------------------------------------------------------------------------
</TABLE>
41
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Genlyte has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
THE GENLYTE GROUP INCORPORATED
---------------------------------
(Registrant)
Date: /s/ Neil Bardach
-------------------------- ----------------------------------
Neil Bardach, VP - CFO & Treasurer
42
