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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 5, 1996
----------------
Safety 1st, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-21404 04-2836423
- --------------------- ------------------------------------
(Commission File No.) (I.R.S. Employer Identification No.)
210 Boylston St., Chestnut Hill, Massachusetts 02167
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(617) 964-7744
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
------------
On December 5, 1996 and December 6, 1996, the Company and its lenders
entered into a Fourth and a Fifth Amendment to the Company's Loan Agreement.
Pursuant to the Fourth Amendment to Loan Agreement, among other
provisions, the lenders and the Company have agreed to clarify provisions
regarding the order of application to indebtedness of proceeds from (i) the sale
in bulk or other disposition outside the ordinary course, of any excess or
discontinued inventory and (ii) tax refunds. The Fourth Amendment also adds an
event of default for a change in the majority ownership of the capital stock of
the Company from that existing on March 28, 1996.
Pursuant to the Fifth Amendment to Loan Agreement, the lenders and the
Company have agreed to include in the borrowing base formula up to $775,000 in
accounts receivable that existed on December 6, 1996, and arose from bulk sales
or other dispositions of inventory outside the ordinary course. The first
proceeds received from such bulk sales or other dispositions shall be applied to
repay the revolving loans made as a result of the above-described $775,000
increase in the borrowing base formula. The Fifth Amendment also reduced to
$1,000,000 the maximum amount available for revolver cushion loans, expanded the
definition of "Working Capital", waived compliance with certain financial
covenants, amended certain other financial covenants, and granted the lenders
the right, in limited circumstances, to receive a $250,000 fee after December
31, 1996, in exchange for returning all of either the warrants previously issued
to the lenders or the shares received pursuant to said warrants. Finally,
Michael Lerner, President and Chief Executive Officer of the Company, increased
by $3,000,000, from $7,500,000 to $10,500,000, his personal limited guaranty and
the collateral (including stock of the Company) securing said guaranty.
The above descriptions of the Amendments are qualified in their
entirety by reference to the Fourth and Fifth Amendments, which are filed
herewith as Exhibits 10.1 and 10.2, respectively, and incorporated herein by
reference.
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) The following Exhibits are filed as part of this Report.
Exhibit Description
------- -----------
10.1 Fourth Amendment to Loan Agreement among
Fleet National Bank, The First National Bank
of Boston and U.S. Trust and Safety 1st,
Inc., et al.
10.2 Fifth Amendment to Loan Agreement among
Fleet National Bank, The First National Bank
of Boston and U.S. Trust and Safety 1st,
Inc., et al.
3
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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.
Safety 1st, Inc.
--------------------------------
(Registrant)
Date December 11, 1996 By /s/ Michael Lerner
----------------- -----------------------------
Michael Lerner, President
Chief Executive Officer
4
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EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
10.1 Fourth Amendment to Loan Agreement among Fleet
National Bank, The First National Bank of Boston
and U.S. Trust and Safety 1st, Inc., et al.
10.2 Fifth Amendment to Loan Agreement among Fleet
National Bank, The First National Bank of Boston
and U.S. Trust and Safety 1st, Inc., et al.
5
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EXHIBIT 10.1
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FOURTH AMENDMENT TO LOAN AGREEMENT
This Fourth Amendment to Loan Agreement (the "Fourth Amendment") is
made by and among Safety 1st, Inc. ("Safety 1st"), a Massachusetts corporation
with offices at 210 Boylston Street, Chestnut Hill, Massachusetts; Safety 1st
(Europe) Limited ("Safety Europe"), a limited liability company organized under
the laws of the United Kingdom, 3232301 Canada, Inc. ("3232301"), a corporation
organized under the federal laws of Canada; Safety 1st Home Products Canada,
Inc. ("Safety Canada"), a corporation organized under the federal laws of
Canada; Safety 1st International, Inc. ("Safety International"), a corporation
organized under the laws of the U.S. Virgin Islands; and Fleet National Bank
("Fleet" or the "Agent"), a banking corporation organized under the laws of the
United States; The First National Bank of Boston ("Bank of Boston"), a banking
corporation organized under the laws of the United States; and USTrust ("UST"),
a Massachusetts trust company (collectively "the Banks"). Safety 1st, Safety
Europe, 3232301, Safety Canada and Safety International are sometimes
collectively hereinafter referred to as "the Borrowers".
WITNESSETH:
WHEREAS, the Banks and the Borrowers have entered into a certain loan
arrangement (the "Loan Arrangement") which Loan Arrangement is evidenced by,
among other documents and instruments, that certain Loan Agreement dated as of
March 28, 1996, as amended by that certain Amendment to Loan Agreement dated
April 19, 1996, that certain Amendment to Loan Agreement dated May 10, 1996, and
that certain Third Amendment to Loan Agreement dated as of October 18, 1996
(collectively, as same may be further amended, modified, supplemented or
restated from time
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to time, the "Loan Agreement") wherein the Banks agreed to make certain loans to
the Borrowers; and
WHEREAS, Michael Lerner ("Lerner") has executed and delivered a certain
Limited Guaranty and a certain Third Party Pledge Agreement each dated as of
August 2, 1996, as each has been amended, wherein, subject to the terms of the
Limited Guaranty, Lerner guarantied the Obligations of the Borrowers to the
Banks and pledged certain collateral as security therefor; and
WHEREAS, the Banks and the Borrowers have agreed to amend the Loan
Agreement as set forth herein:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Banks and the Borrowers hereby
agree that the Loan Agreement shall be amended as follows (terms not otherwise
defined herein shall have the meanings set forth in the Loan Agreement):
1. Section 5.1(iii) is hereby amended by inserting the following
new language at the end thereof:
"and (iii) a report detailing the shipment or other delivery of
inventory in connection with a bulk sale of inventory or other
disposition of inventory outside the ordinary course.
2. Section 5.1 is hereby amended by inserting the following new
provision at the end thereof:
"(x) Immediately upon receipt, a written statement detailing receipt of
any payments or other proceeds received in connection with such bulk
sales, other dispositions or tax refunds, as set forth in Section 5.32
below."
2
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3. Section 5.32 of the Agreement is hereby amended in its
entirety to read as follows: "Section 5.32 INVENTORY BULK
SALES/TAX REFUNDS. (a) The Borrower will use its best efforts
to sell in bulk sales or other dispositions, any excess or
discontinued Inventory. Subject to subsection (c) below, the
proceeds of any bulk sales or other dispositions of Inventory
outside the ordinary course, shall be paid by the Borrowers to
the Agent to be applied in reduction of (i) the outstanding
principal balance due under the Term Loans, with such payments
to be applied to the payments due under the Term Notes in
order of maturity, then (ii) to the outstanding balance of
Revolver Cushion Loans, and then (iii) to the balance of the
outstanding Revolving Loans."
(b) The proceeds of any tax refunds shall be
paid by the Borrowers to the Agent to be applied in reduction
of (i) the outstanding principal balance due under the Term
Loans, with such payments to be applied to the payments due
under the Term Notes in order of maturity until such time as
the aggregate principal balance due thereunder is
$7,500,000.00, then (ii) to the outstanding balance of
Revolver Cushion Loans, then (iii) to the balance of the
outstanding Revolving Loans, and then (iv) to the remaining
balance due under the Term Notes in order of maturity. The
Borrowers shall supply the Agent with copies of all tax
returns of the Borrowers, shall (if permissible under law)
direct any taxing authority to remit any such refunds directly
to the Agent and shall take any other action as may be
requested by the Agent in order to collect such refund. To the
extent the Borrowers directly receive any such
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refunds, same will be immediately delivered to the Banks to be
applied as set forth herein and a copy of any such refund will
be immediately telecopied to the Banks"
(c) Notwithstanding the provisions of (a) and
(b) above, in the event the Borrowers have been unable to
generate sufficient proceeds under this section 5.32 to make
the full amount of any required principal payment under the
Term Notes, and therefore the Borrowers provide written advice
to the Banks of their intention to and then actually borrow
Revolving Loans to make the required Term Note payments, and
provided no event which is, or solely with the passage of time
would be, an Event of Default, has occurred, the next proceeds
received by the Banks under this section 5.32 shall be first
applied by the Banks to the outstanding balance of the
Revolving Loans in an amount equal to the specific Revolving
Loans (of which the Banks have previously been advised in
writing) made to fund the payments due under the Term Notes,
with the remaining proceeds, if any, being applied as set
forth in (a) and/or (b) above. If the Borrower fails to
provide prior written notice to the Banks of the Borrower's
intention to borrow Revolving Loans to make the Term Note
payments, the Banks have no obligation to apply the proceeds
received by the Banks under this Section 5.32 to the Revolving
Loans under the circumstances described in this subsection
(c).
4. Section 6.1 of the Agreement is hereby amended by inserting a
new subsection (r) which shall provide as follows:
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"(r) any direct or indirect change in the ownership of a majority of
the capital stock of the Borrowers from that existing at the execution
of this Agreement."
5. The Borrowers shall pay to the Banks a restructuring fee in the
amount of $2,500.00 which is due and payable and agreed to be fully earned on
the date of this Amendment and which the Borrowers agree may be charged to any
loan or deposit account maintained with the Banks. The Bank shall share the
restructuring fee in accordance with their Commitment Percentages.
6. Nothing contained in this Amendment, and no action or omission by
the Banks shall be deemed to constitute a waiver by the Banks of any Events of
Default under the Loan Agreement, whether now existing or hereafter arising, nor
a waiver of any of the Banks' rights and remedies in connection therewith, all
of which remain in full force and effect.
7. Except as expressly modified by this Amendment, all of the terms,
conditions and provisions of the Loan Agreement remain in full force and effect
and are expressly ratified and confirmed by the Borrowers and the Banks. The
Borrowers and the Banks hereby acknowledge and agree that the Forbearance
Agreement is hereby deemed terminated and of no further force and effect.
8. The Borrowers and Lerner (and their successors and assigns) hereby
release, waive and forever relinquish all claims, demands, obligations,
liabilities and causes of action of whatever kind or nature, whether known or
unknown, which any of them may have or might assert now or in the future,
against the Banks, their officers, directors, employees, agents, attorneys and
accountants, directly or indirectly, arising out of, based upon, or in any
manner connected with, (i) any transaction, event, action, failure to act or
occurrence of any sort or type, whether known or unknown, which existed,
occurred or was taken, permitted or begun prior to the execution of this
Amendment relating
5
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to or arising from the Loan Arrangement; (ii) any discussions, commitments,
negotiations, conversations or communications with respect to the Borrowers' and
Lerner's respective Obligations prior to the execution of this Amendment; or
(iii) any thing or matter prior to the execution of this Amendment related to
any of the foregoing.
9. As of the date hereof, the Borrowers and Lerner represent and
warrant that they have no offsets, claims, or other defenses to payment of full
of their obligations to the Banks relating to or arising from the Loan
Arrangement, and reaffirm that all of the representations and warranties made by
them in the Loan Documents remain true and correct. Without limiting the
foregoing, the Borrowers specifically warrant and represent there has been no
occurrence of litigation or other activity of the nature set forth in Section
5.14 of the Loan Agreement which would require notification from the Borrowers
to the Bank.
10. The Borrowers shall take such actions, and execute and deliver to
the Banks such documents and agreements as the Banks may require to evidence the
agreements contained herein to confirm all Collateral granted to the Banks for
the Obligations, and the Banks shall take such actions and execute and deliver
such documents and agreements as may be required to evidence their agreements
contained herein.
11. This Amendment and the documents delivered in connection herewith
represent the entire agreement among the parties with respect to the subject
matter hereof, and shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts as an agreement under seal.
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WITNESS OUR HANDS AND SEALS AS OF THE 29TH DAY OF NOVEMBER, 1996.
BORROWERS
SAFETY 1ST, INC.
By:
-----------------------------------------
Michael Lerner, President
SAFETY 1st (EUROPE) LIMITED
By:
-----------------------------------------
Michael Lerner, Director
By:
-----------------------------------------
Michael Bernstein, Director
SAFETY 1ST HOME PRODUCTS
CANADA, INC.
By:
-----------------------------------------
Michael Lerner, President
3232301 CANADA, INC.
By:
-----------------------------------------
Michael Lerner, President
SAFETY 1ST INTERNATIONAL, INC.
By:
-----------------------------------------
Michael Lerner, President
7
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BANKS:
FLEET NATIONAL BANK
By:
-----------------------------------------
DEBORAH LAWRENCE, Vice President
THE FIRST NATIONAL BANK OF BOSTON
By:
-----------------------------------------
PETER HALEY, Vice President
USTRUST
By:
-----------------------------------------
THOMAS J. BYRNE, Senior Vice President
GUARANTOR:
-----------------------------------------
MICHAEL LERNER
8
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COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, individually
and as President of Safety 1st, Inc., and acknowledged the foregoing instrument
to be his free act and deed and the free act and deed of Safety 1st, Inc.,
before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
Director of Safety 1st (Europe) Limited, and acknowledged the foregoing
instrument to be his free act and deed on behalf of Safety 1st (Europe) Limited,
before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
President of Safety 1st Home Products Canada, Inc., and acknowledged the
foregoing instrument to be his free act and deed on behalf of Safety 1st Home
Products Canada, Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
9
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COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
President of 3232301 Canada, Inc., and acknowledged the foregoing instrument to
be his free act and deed on behalf of 3232301 Canada, Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
President of Safety 1st International, Inc., and acknowledged the foregoing
instrument to be his free act and deed on behalf of Safety 1st International,
Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss November __, 1996
Then personally appeared the above-named Deborah Lawrence, the Vice
President of Fleet National Bank, and acknowledged the foregoing instrument to
be her free act and deed on behalf of Fleet National Bank, before me,
-----------------------------------------
, Notary Public
My Commission Expires:
10
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COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss November __, 1996
Then personally appeared the above-named Peter Haley, the Vice
President of The First National Bank of Boston, and acknowledged the foregoing
instrument to be his free act and deed on behalf of The First National Bank of
Boston, before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss November __, 1996
Then personally appeared the above-named, Thomas J. Byrne, the Senior
Vice President of USTrust, and acknowledged the foregoing instrument to be free
act and deed on behalf of USTrust, before me,
-----------------------------------------
, Notary Public
My Commission Expires:
11
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EXHIBIT 10.2
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FIFTH AMENDMENT TO LOAN AGREEMENT
This Fifth Amendment to Loan Agreement (the "Fifth Amendment") is made
by and among Safety 1st, Inc. ("Safety 1st"), a Massachusetts corporation with
offices at 210 Boylston Street, Chestnut Hill, Massachusetts; Safety 1st
(Europe) Limited ("Safety Europe"), a limited liability company organized under
the laws of the United Kingdom, 3232301 Canada, Inc. ("3232301"), a corporation
organized under the federal laws of Canada; Safety 1st Home Products Canada,
Inc. ("Safety Canada"), a corporation organized under the federal laws of
Canada; Safety 1st International, Inc. ("Safety International"), a corporation
organized under the laws of the U.S. Virgin Islands; and Fleet National Bank
("Fleet" or the "Agent"), a banking corporation organized under the laws of the
United States; The First National Bank of Boston ("Bank of Boston"), a banking
corporation organized under the laws of the United States; and USTrust ("UST"),
a Massachusetts trust company (collectively "the Banks"). Safety 1st, Safety
Europe, 3232301, Safety Canada and Safety International are sometimes
collectively hereinafter referred to as "the Borrowers".
WITNESSETH:
WHEREAS, the Banks and the Borrowers have entered into a certain loan
arrangement (the "Loan Arrangement") which Loan Arrangement is evidenced by,
among other documents and instruments, that certain Loan Agreement dated as of
March 28, 1996, as amended by that certain Amendment to Loan Agreement dated
April 19, 1996, that certain Amendment to Loan Agreement dated May 10, 1996,
that certain Third Amendment to Loan Agreement dated as of October 18, 1996 and
that certain Fourth Amendment to Loan Agreement dated as of November 29, 1996
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(collectively, as same may be further amended, modified, supplemented or
restated from time to time, the "Loan Agreement") wherein the Banks agreed to
make certain loans to the Borrowers; and
WHEREAS, Michael Lerner ("Lerner") has executed and delivered a certain
Limited Guaranty and a certain Third Party Pledge Agreement each dated as of
August 2, 1996, as each has been amended, wherein, subject to the terms of the
Limited Guaranty, Lerner guarantied the Obligations of the Borrowers to the
Banks and pledged certain collateral as security therefor; and
WHEREAS, the Banks and the Borrowers have agreed to amend the Loan
Agreement as set forth herein:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Banks and the Borrowers hereby
agree that the Loan Agreement shall be amended as follows terms not otherwise
defined herein shall have the meanings set forth in the Loan Agreement):
1. The definition of "Net Outstanding Amount of Base Accounts" is
hereby amended by adding the following text at the end thereof:
"; provided, however, that on December 6, 1996, the Net
Outstanding Amount of Base Accounts shall be increased up to a
maximum amount of $775,000.00 in Accounts Receivable arising
from bulk sales or other dispositions of inventory outside the
ordinary course. This increase in the Net Outstanding Amount
of Base Accounts shall thereafter decrease on a dollar for
dollar basis for each amount due the Banks under section
5.32(a) as a result of receipt of proceeds from bulk sales of
inventory or other dispositions of inventory outside the
ordinary course. Notwithstanding the
2
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provisions of section 5.32, the first proceeds received under
section 5.32(a) shall be utilized to repay the Revolving Loans
made pursuant to the increase in Net Outstanding Amount of
Base Accounts (and accordingly reduce the permitted increase
in Net Outstanding Amount of Base Accounts provided for
hereunder) as set forth in the immediately preceding sentence.
No further value will be recognized in the Net Outstanding
Amount of Base Accounts from Accounts Receivable arising from
bulk sales or other dispositions of inventory outside the
ordinary course once proceeds have been received in amount
equal to the increase in Net Outstanding Amount of Base
Accounts provided for herein."
2. The definition of Working Capital is hereby deleted in its
entirety and shall be replaced by the following:
"Working Capital" shall mean the aggregate of the Borrowers' (i) cash,
(ii) Inventory and (iii) Accounts Receivable, less (iv) current
liabilities, including the Loans, but excluding the notes payable
(including accrued interest) to the sellers in connection with the
acquisition of Safety 1st (Europe) Limited and Orleans Juvenile
Products Inc.
3. As a condition precedent to the Banks' agreement to enter into
this Amendment, Lerner has agreed to execute (i) a Third Amendment to Limited
Guaranty wherein Lerner's liability under the Limited Guaranty executed by
Lerner dated August 2, 1996 of the obligations of the Borrowers to the Bank
shall be increased to $10,500,000.00, and (ii) a certain Third Amendment to
Third Party Pledge Agreement wherein the value of the securities pledged by
Lerner to secure the guaranty shall be increased to $10,500,000.00.
3
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4. The Banks hereby waive:
(a) compliance under section 5.31 at September 30, 1996, October
31, 1996 and November 30, 1996;
(b) any rights in connection with the inadvertent inclusion of
certain accounts receivable on the Borrowing Base Report submitted to
the Banks.
Nothing contained herein shall constitute a waiver of any Events of Default
which may hereafter arise, or are unknown to the Bank as of the date hereof, nor
a waiver of any of the Banks' rights and remedies in connection therewith, all
of which remain in full force and effect.
5. The provisions of section 2.1.3 of the Loan Agreement are
hereby modified to provide that, notwithstanding any provision contained
therein, the maximum amount available to be borrowed as Revolver Cushion Loans
shall be $1,000,000.00.
6. Section 5.22 of the Loan Agreement is hereby modified to
provide that the required ratio thereunder for the month ending November 30,
1996 shall be 2.35 to 1.0. The original terms of the covenant shall govern for
all other testing periods.
7. Section 5.23 of the Loan Agreement is hereby modified to
provide that the required Consolidated Tangible Net Worth thereunder for the
month ending November 30, 1996 shall be $27,300,000.00. The original terms of
the covenant shall govern for all other testing periods.
8. Section 5.25 of the Loan Agreement is hereby modified to
provide that the required ratio thereunder for the three month period ending
November 30, 1996 shall be -3.5 to 1.0. The original terms of the covenant shall
govern for all other testing periods.
4
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9. Section 5.30 of the Loan Agreement is hereby modified to
provide that the required consolidated EBITDA thereunder for the three month
period ending November 30, 1996 shall be - $600,000.00. The original terms of
the covenant shall govern for all other testing periods.
10. In connection with the warrants issued by Safety 1st to the
Banks pursuant to paragraph 39(b) of the Third Amendment to Loan Agreement dated
October 18, 1996 (the "Third Amendment"), Safety 1st acknowledges and agrees
that the Banks shall have the unilateral right after December 31, 1996, subject
to the second sentence hereof, to receive a $250,000.00 fee from Safety 1st upon
receipt of which fee the Banks shall return the warrants or any shares received
under the warrants to Safety 1st. In the event Safety 1st shall have previously
paid the $250,000.00 fee to the Banks required under paragraph 39 of the Third
Amendment, the Banks shall have no ability to request the fee set forth
hereinabove.
11. Except as expressly modified by this Amendment, all of the
terms, conditions and provisions of the Loan Agreement remain in full force and
effect and are expressly ratified and confirmed by the Borrowers and the Banks.
The Borrowers and the Banks hereby acknowledge and agree that the Forbearance
Agreement is hereby deemed terminated and of no further force and effect.
12. The Borrowers and Lerner (and their successors and assigns)
hereby release, waive and forever relinquish all claims, demands, obligations,
liabilities and causes of action of whatever kind or nature, whether known or
unknown, which any of them may have or might assert now or in the future,
against the Banks, their officers, directors, employees, agents, attorneys and
accountants, directly or indirectly, arising out of, based upon, or in any
manner connected with, (i) any transaction, event, action, failure to act or
occurrence of any sort or type, whether known or unknown, which
5
<PAGE> 7
existed, occurred or was taken, permitted or begun prior to the execution of
this Amendment relating to or arising from the Loan Arrangement; (ii) any
discussions, commitments, negotiations, conversations or communications with
respect to the Borrowers' and Lerner's respective Obligations prior to the
execution of this Amendment; or (iii) any thing or matter prior to the execution
of this Amendment related to any of the foregoing.
13. As of the date hereof, the Borrowers and Lerner represent and
warrant that they have no offsets, claims, or other defenses to payment of full
of their obligations to the Banks relating to or arising from the Loan
Arrangement, and reaffirm that all of the representations and warranties made by
them in the Loan Documents remain true and correct. Without limiting the
foregoing, the Borrowers specifically warrant and represent there has been no
occurrence of litigation or other activity of the nature set forth in Section
5.14 of the Loan Agreement which would require notification from the Borrowers
to the Bank.
14. The Borrowers shall take such actions, and execute and deliver
to the Banks such documents and agreements as the Banks may require to evidence
the agreements contained herein to confirm all Collateral granted to the Banks
for the Obligations, and the Banks shall take such actions and execute and
deliver such documents and agreements as may be required to evidence their
agreements contained herein.
15. This Amendment and the documents delivered in connection
herewith represent the entire agreement among the parties with respect to the
subject matter hereof, and shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts as an agreement under seal.
6
<PAGE> 8
WITNESS OUR HANDS AND SEALS THIS 6TH DAY OF DECEMBER, 1996.
BORROWERS
SAFETY 1ST, INC.
By:
-----------------------------------------
Michael Lerner, President
SAFETY 1st (EUROPE) LIMITED
By:
-----------------------------------------
Michael Lerner, Director
By:
-----------------------------------------
Michael Bernstein, Director
SAFETY 1ST HOME PRODUCTS CANADA, INC.
By:
-----------------------------------------
Michael Lerner, President
3232301 CANADA, INC.
By:
-----------------------------------------
Michael Lerner, President
SAFETY 1ST INTERNATIONAL, INC.
By:
-----------------------------------------
Michael Lerner, President
7
<PAGE> 9
BANKS:
FLEET NATIONAL BANK
By:
-----------------------------------------
DEBORAH LAWRENCE, Vice President
THE FIRST NATIONAL BANK OF BOSTON
By:
-----------------------------------------
PETER HALEY, Vice President
USTRUST
By:
-----------------------------------------
THOMAS J. BYRNE, Senior Vice President
GUARANTOR:
-----------------------------------------
MICHAEL LERNER
8
<PAGE> 10
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner,
individually and as President of Safety 1st, Inc., and acknowledged the
foregoing instrument to be his free act and deed and the free act and deed of
Safety 1st, Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
Director of Safety 1st (Europe) Limited, and acknowledged the foregoing
instrument to be his free act and deed on behalf of Safety 1st (Europe) Limited,
before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
President of Safety 1st Home Products Canada, Inc., and acknowledged the
foregoing instrument to be his free act and deed on behalf of Safety 1st Home
Products Canada, Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
9
<PAGE> 11
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
President of 3232301 Canada, Inc., and acknowledged the foregoing instrument to
be his free act and deed on behalf of 3232301 Canada, Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Middlesex, ss December __, 1996
Then personally appeared the above-named, Michael Lerner, the
President of Safety 1st International, Inc., and acknowledged the foregoing
instrument to be his free act and deed on behalf of Safety 1st International,
Inc., before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss December __, 1996
Then personally appeared the above-named Deborah Lawrence, the Vice
President of Fleet National Bank, and acknowledged the foregoing instrument to
be her free act and deed on behalf of Fleet National Bank, before me,
-----------------------------------------
, Notary Public
My Commission Expires:
10
<PAGE> 12
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss December __, 1996
Then personally appeared the above-named Peter Haley, the Vice
President of The First National Bank of Boston, and acknowledged the foregoing
instrument to be his free act and deed on behalf of The First National Bank of
Boston, before me,
-----------------------------------------
, Notary Public
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss December __, 1996
Then personally appeared the above-named, Thomas J. Byrne, the Senior
Vice President of USTrust, and acknowledged the foregoing instrument to be free
act and deed on behalf of USTrust, before me,
-----------------------------------------
, Notary Public
My Commission Expires:
11
