<PAGE>
FIFTH AMENDMENT TO
CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT ("Fifth Amendment") dated as
of April 6, 2000, by and among SUCCESSORIES, INC., an Illinois corporation,
CELEBRATING EXCELLENCE, INC., an Illinois corporation, SUCCESSORIES OF ILLINOIS,
INC., an Illinois corporation, CELEX SUCCESSORIES, INC., a Canadian corporation,
BRITISH LINKS ACQUISITION CORP., an Illinois corporation, and B.L.G.C., INC., a
Texas corporation (hereinafter, together with their successors in title and
assigns, called the "Borrowers" and each of which individually is a "Borrower"),
THE PROVIDENT BANK, as Agent, an Ohio banking corporation ("Agent"), and various
Lenders as set forth in the Credit Agreement.
PRELIMINARY STATEMENT
WHEREAS, Borrowers, Agent and Lenders have entered into a Credit
Agreement dated as June 20, 1997, as amended by a First Amendment dated as of
July 16, 1997, a Second Amendment dated as of May 14, 1998, a Third Amendment
dated as of September 1, 1998 and a Fourth Amendment dated as of April 28, 1999
(as so amended, the "Credit Agreement"); and
WHEREAS, Borrowers have requested Lenders to make various financial
adjustments to the Credit Agreement and waive and adjust various covenants set
forth in the Credit Agreement; and
WHEREAS, Borrowers, Agent and Lenders now wish to amend the Credit
Agreement in accordance with the terms and provisions hereof.
NOW, THEREFORE, the parties hereto agree to supplement and amend the
Credit Agreement upon such terms and conditions as follows:
1. CAPITALIZED TERMS. All capitalized terms used herein shall have the
meanings assigned to them in the Credit Agreement unless the context hereof
requires otherwise. Any definitions as capitalized terms set forth herein shall
be deemed incorporated into the Credit Agreement as amended by this Fifth
Amendment.
2. WAIVER OF CERTAIN COVENANTS. The Lenders hereby agree to waive the
application of Sections 7.1, 7.2 and 7.3 of the Credit Agreement solely as they
relate to the Reference Period ending on the Computation Date closest to January
31, 2000. The waivers contained in this Section 2 apply only to Sections 7.1,
7.2 and 7.3 of the Credit Agreement to the extent expressly stated herein and do
not otherwise modify or waive any other covenant or agreement contained in the
Credit Agreement or for any other Reference Period.
3. DEFINITIONS; EXHIBITS. (a) Section 1.2 of the Credit Agreement is
hereby amended to add the following definitions to read in its entirety as
follows:
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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"ADVANCE RATE" means an amount equal to 57%.
"FIFTH AMENDMENT CLOSING DATE" means the day on which the Fifth
Amendment to Credit Agreement is executed and delivered by all
applicable parties.
"FIXED CHARGES" mean, for any period, the following, each
calculated for such period, without duplication: (i) Cash Interest
Expense paid or accrued, MINUS (ii) interest income earned or accrued
by a Borrower as determined in accordance with GAAP, PLUS (iii)
scheduled payments of principal with respect to all Indebtedness for
Borrowed Money of Borrower including, the principal component of any
cash payments made on any Capital Lease, PLUS (iv) cash dividends
payable for the quarter for which such calculation is made with
respect to any Series A or Series B Preferred Stock of Holdings'
outstanding on the Closing Date.
"BORROWING BASE" means, as of any date of determination, the sum
of (a) an amount equal to eighty-five percent (85%) of Eligible
Receivables, PLUS (b) (i) during the months of January and May through
December of each year, an amount equal to the percentage of Eligible
Inventory equal to the Advance Rate, and (ii) during the months of
February, March and April of each year, an amount equal to the lesser
of Three Million and 00/100 Dollars ($3,000,000.00) and an amount
equal to the percentage of Eligible Inventory equal to the Advance
Rate.
4. EBITDA. Section 7.1 of the Credit Agreement is hereby amended in its
entirety to read as follows:
Section 7.1 EBITDA. Borrowers shall not permit its EBITDA for the
Reference Period ending on each Computation Date set forth below to be
less than the dollar amount set forth below opposite such date:
<TABLE>
<CAPTION>
=============================================================
Computation Date CONSOLIDATED
Closest to EBITDA
-------------------------------------------------------------
<S> <C>
January 31, 1998 $4,164,000
-------------------------------------------------------------
April 30, 1998 $4,000,000
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July 31, 1998 $4,200,000
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October 31, 1998 $4,500,000
-------------------------------------------------------------
January 31, 1999 $5,300,000
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April 30, 1999 ($1,565,000)
=============================================================
</TABLE>
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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<TABLE>
<CAPTION>
=============================================================
Computation Date CONSOLIDATED
Closest to EBITDA
-------------------------------------------------------------
<S> <C>
July 31, 1999 ($230,000)
-------------------------------------------------------------
October 31, 1999 $830,000
-------------------------------------------------------------
January 31, 2000 $4,100,000
-------------------------------------------------------------
April 30, 2000 $3,050,000
-------------------------------------------------------------
July 31, 2000 $3,200,000
-------------------------------------------------------------
October 31, 2000 $3,350,000
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January 31, 2001 $3,480,000
-------------------------------------------------------------
April 30, 2001 and Each Computation
Date thereafter $3,600,000
=============================================================
</TABLE>
5. INTEREST COVERAGE RATIO. Section 7.2 of the Credit Agreement is
hereby amended in its entirety to read as follows:
Section 7.2 INTEREST COVERAGE RATIO. On each Computation Date,
Borrowers shall not permit the ratio of Consolidated EBITDA to
Consolidated Cash Interest Expense to be less than the amount set
forth below opposite such date.
<TABLE>
<CAPTION>
=============================================================
COMPUTATION DATE
CLOSEST TO RATIO
-------------------------------------------------------------
<S> <C>
January 31, 1998 Not Applicable
-------------------------------------------------------------
April 30, 1998, July 31, 1998, 3.0 to 1.0
October 31, 1998
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January 31, 1999 4.0 to 1.0
-------------------------------------------------------------
April 30,1999 Not Applicable
-------------------------------------------------------------
July 31, 1999 Not Applicable
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October 31, 1999 0.75 to 1.0
-------------------------------------------------------------
January 31, 2000 3.80 to 1.00
-------------------------------------------------------------
April 30, 2000 2.60 to 1.00
-------------------------------------------------------------
</TABLE>
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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<TABLE>
<CAPTION>
=============================================================
COMPUTATION DATE
CLOSEST TO RATIO
-------------------------------------------------------------
<S> <C>
July 31, 2000 2.75 to 1.00
-------------------------------------------------------------
October 31, 2000 3.15 to 1.00
-------------------------------------------------------------
January 31, 2001 and each Computation
Date thereafter 3.40 to 1.00
==============================================================
</TABLE>
6. FIXED CHARGE COVERAGE. Section 7.3 of the Credit Agreement is hereby
amended in its entirety to read as follows:
Section 7.3 FIXED CHARGE COVERAGE. Borrower shall not permit the
Consolidated ratio of Cash Flow to Fixed Charges for the Reference
Period ending on the dates set forth below to be less than the amount
set forth opposite such date:
<TABLE>
<CAPTION>
=============================================================
COMPUTATION DATE
CLOSEST TO RATIO
-------------------------------------------------------------
<S> <C>
January 31, 1998, April 30, 1998, 1.25 to 1.0
July 31, 1998, October 31, 1998 and
January 31, 1999
-------------------------------------------------------------
April 30, 1999, July 31, 1999, and Not Applicable
October 31, 1999
-------------------------------------------------------------
January 31, 2000 2.60 to 1.00
-------------------------------------------------------------
April 30, 2000 Not Applicable
-------------------------------------------------------------
July 31, 2000 1.25 to 1.00
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October 31, 2000 1.15 to 1.00
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January 31, 2001 1.10 to 1.00
-------------------------------------------------------------
April 30, 2001 1.10 to 1.00
-------------------------------------------------------------
July 31, 2001 1.10 to 1.00
-------------------------------------------------------------
October 31, 2001 and each Computation 1.15 to 1.00
Date thereafter
=============================================================
</TABLE>
7. REAFFIRMATION OF COVENANTS, WARRANTIES AND REPRESENTATIONS.
Borrowers hereby agree and covenant that all representations and warranties set
forth in the Credit Agreement including, without limitation, all of those
representations and warranties set forth in Article 5 thereof, are true and
accurate as of the date hereof and except to the extent that such relate to a
specific date.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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Borrowers further reaffirm all covenants set forth in the Credit Agreement, and
reaffirm each of the affirmative covenants set forth in Article 6, all financial
covenants set forth in Article 7 except to the extent modified or amended by
this Fifth Amendment, and all negative covenants set forth in Article 8 thereof,
as if fully set forth herein, except to the extent modified by this Fifth
Amendment.
8. CONDITIONS PRECEDENT TO CLOSING OF FIFTH AMENDMENT. On or prior to
the closing of this Fifth Amendment (hereinafter the "Fifth Amendment Closing
Date"), each of the following conditions precedent shall have been satisfied:
(a) DOCUMENTS. Each of the documents to be executed and delivered
at the Fifth Amendment Closing and all other certificates, documents and
instruments to be executed in connection herewith shall have been duly and
properly authorized, executed and delivered by Borrowers and shall be in full
force and effect on and as of the Fifth Amendment Closing Date.
(b) LEGALITY OF TRANSACTIONS. No change in applicable law shall have
occurred as a consequence of which it shall have become and continue to be
unlawful, (i) for Agent and each Lender to perform any of their agreements or
obligations under any of the Loan Documents, or (ii) for Borrowers to perform
any of their agreements or obligations under any of the Loan Documents.
(c) PERFORMANCE. Except as set forth herein, Borrowers shall have
duly and properly performed, complied with and observed each of their covenants,
agreements and obligations contained in each of the Loan Documents. Except as
set forth herein, no event shall have occurred on or prior to the Fifth
Amendment Closing Date, and no condition shall exist on the Fifth Amendment
Closing Date which constitutes a Default or an Event of Default.
(d) PROCEEDINGS AND DOCUMENTS. All corporate, governmental and other
proceedings in connection with the transactions contemplated on the Fifth
Amendment Closing Date, each of the other Loan Documents and all instruments and
documents incidental thereto, shall be in form and substance reasonably
satisfactory to Agent.
(e) NO CHANGES. Since the date of the most recent balance sheets of
Borrowers delivered to Agent, no changes shall have occurred in the assets,
liabilities, financial condition, business, operations or prospects of Borrowers
which, individually or in the aggregate, are material to Borrowers, and Agent
shall have completed such review of the status of all current and pending legal
issues as Agent shall deem necessary or appropriate.
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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(f) AMENDMENTS TO WARRANTS/ISSUANCE OF ADDITIONAL WARRANTS.
Successories, Inc. shall have issued to Agent an amendment to Warrant No. 5
issued to Provident Financial Group, Inc. ("PFGI") for 300,000 shares, amending
the exercise price to $2.00 per share.
9. MISCELLANEOUS.
(a) Borrowers shall reimburse Agent for all fees and disbursements
of legal counsel to Agent which shall have been incurred by Agent in connection
with the preparation, negotiation, review, execution and delivery of this Fifth
Amendment and the handling of any other matters incidental hereto.
(b) All of the terms, conditions and provisions of the Credit
Agreement not herein modified shall remain in full force and effect. In the
event a term, condition or provision of the Credit Agreement conflicts with a
term, condition or provision of this Fifth Amendment, the latter shall govern.
(c) This Fifth Amendment shall be governed by and shall be construed
and interpreted in accordance with the laws of the State of Ohio.
(d) This Fifth Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, successors and
assigns.
(e) This Fifth Amendment may be executed in several counterparts,
each of which shall constitute an original, but all which together shall
constitute one and the same agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGES TO FOLLOW.]
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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IN WITNESS WHEREOF, this Fifth Amendment has been duly executed and
delivered by or on behalf of each of the parties as of the day and year first
above written.
BORROWERS:
SUCCESSORIES, INC., an Illinois corporation
By: /s/ Gary J. Rovansek
----------------------------------------
Name: Gary J. Rovansek
Title: President
CELEBRATING EXCELLENCE, INC., an Illinois
corporation
By: /s/ Gary J. Rovansek
----------------------------------------
Name: Gary J. Rovansek
Title: President
SUCCESSORIES OF ILLINOIS, INC., an Illinois
corporation
By: /s/ Gary J. Rovansek
----------------------------------------
Name: Gary J. Rovansek
Title: President
CELEX SUCCESSORIES, INC., a Canadian
corporation
By: /s/ Gary J. Rovansek
----------------------------------------
Name: Gary J. Rovansek
Title: President
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
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BRITISH LINKS ACQUISITION CORP., an Illinois
corporation
By: /s/ Gary J. Rovansek
----------------------------------------
Name: Gary J. Rovansek
Title: President
B.L.G.C., INC., a Texas corporation
By: /s/ Gary J. Rovansek
----------------------------------------
Name: Gary J. Rovansek
Title: President
AGENT:
THE PROVIDENT BANK, as Agent, an Ohio
banking corporation
By: /s/ Nick Jevic
----------------------------------------
Name: Nick Jevic
Title: Senior Vice President
LENDERS:
THE PROVIDENT BANK, an Ohio banking
corporation
By: /s/ Nick Jevic
----------------------------------------
Name: Nick Jevic
Title: Senior Vice President
FIFTH AMENDMENT TO CREDIT AGREEMENT
Successories, Inc.
<PAGE>
First Amendment to Warrant Certificate No. 5 Warrants for 300,000 Shares
Original Issue Date: April 29, 1999
FIRST AMENDMENT TO
WARRANT TO PURCHASE COMMON STOCK
OF
SUCCESSORIES, INC.
This certifies that the Warrant to Purchase Common Stock No. 5, issued
to PROVIDENT FINANCIAL GROUP, INC., an Ohio corporation, or its registered
assigns ("Holder"), on April 29, 1999 is hereby amended as follows:
From and after the date hereof, the purchase price shall be Two
and 00/100 Dollars ($2.00) per share of Common Stock (the "Purchase
Price").
April 6, 2000 SUCCESSORIES, INC.
By: /s/ Gary J. Rovansek
------------------------
Name: Gary J. Rovansek
Title: President
