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EXHIBIT 10.29
SIXTH AMENDMENT TO
AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT AND LIMITED CONSENT
Sixth
Amendment to the Amended and Restated Revolving Credit and Term
Loan
Agreement and Limited Consent, dated as of
December 19, 2003 (the "Sixth
Amendment"), by and among THE HOLMES GROUP,
INC. (FORMERLY KNOWN AS HOLMES
PRODUCTS CORP.), a Massachusetts
corporation (the "Company"), THE RIVAL COMPANY,
a Delaware corporation ("Rival"), HOLMES
PRODUCTS (FAR EAST) LIMITED, an entity
organized under the laws of the Bahamas
("Far East"), ESTEEM INDUSTRIES LIMITED,
an entity organized under the laws of Hong
Kong ("Esteem"), RAIDER MOTOR
CORPORATION, an entity organized under the
laws of the Bahamas ("Raider"),
HOLMES PRODUCTS (EUROPE) LIMITED, an entity
organized under the laws of the
United Kingdom ("Holmes UK"), BIONAIRE
INTERNATIONAL B.V., a private company
with limited liability incorporated under
the laws of the Netherlands ("Bionaire
BV"), PATTON ELECTRIC (HONG KONG) LTD. a
corporation organized under the laws of
Hong Kong ("Patton"), THE HOLMES GROUP
CANADA LTD. (THE SURVIVOR OF THE
AMALGAMATION OF THE RIVAL COMPANY OF CANADA
AND HOLMES AIR (CANADA) CORP.), a
corporation organized under the laws of
Canada ("Holmes Canada" and,
collectively with the Company, Rival, Far
East, Esteem, Raider, Holmes UK,
Bionaire BV and Patton, the "Borrowers",
and each individually a "Borrower"),
and FLEET NATIONAL BANK and the other
lending institutions listed on Schedule 1
to the Credit Agreement (as hereinafter
defined) (the "Banks"), amending certain
provisions of the Amended and Restated
Revolving Credit and Term Loan Agreement
dated as of February 5, 1999 (as amended by
the First Amendment to Amended and
Restated Revolving Credit and Term Loan
Agreement dated as of August, 1999, the
Second Amendment to Amended and Restated
Revolving Credit and Term Loan
Agreement dated as of June 30, 2000, the
Forbearance Agreement and Third
Amendment dated as of April 13, 2001, the
Fourth Amendment to Amended and
Restated Revolving Credit and Term Loan
Agreement and Limited Waiver dated as of
May 7, 2001, the Fifth Amendment to Amended
and Restated Revolving Credit and
Term Loan Agreement dated as of March 22,
2002 and as further amended and in
effect from time to time, the "Credit
Agreement") by and among the Borrowers,
the Banks, FLEET NATIONAL BANK in its
capacity as administrative agent for the
Banks (in such capacity, the "Agent"),
LEHMAN COMMERCIAL PAPER INC. in its
capacity as documentation agent, FLEET
NATIONAL BANK acting through its Hong
Kong and London branches as fronting bank,
FLEET SECURITIES, INC. as syndication
agent and arranger and LEHMAN BROTHERS INC.
as co-arranger. Terms not otherwise
defined herein which are defined in the
Credit Agreement shall have the same
respective meanings herein as therein.
WHEREAS,
the Borrowers and the Banks have agreed to amend and modify
certain terms and conditions of the Credit
Agreement as specifically set forth
in this Sixth Amendment and, in addition,
the Borrowers have requested the Banks
consent to certain modifications to the
SilverPoint Consent (as hereinafter
defined), and the Banks, subject to the
terms and conditions contained herein,
are willing to consent to such
modifications as more fully set forth herein;
NOW
THEREFORE, in consideration of the premises and the mutual
agreements
contained herein and for other good and
valuable consideration, the receipt of
which is hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION 1.
AMENDMENT TO SECTION 1 OF THE CREDIT AGREEMENT. Section 1.1 of
the Credit Agreement is hereby amended as
follows:
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(a) The
definition of "Maximum Initial Amount" contained in section 1.1
of
the Credit Agreement is hereby amended by
deleting the date "June 30, 2004"
which appears in such definition and
substituting in place thereof the date
"January 3, 2005"; and
(b) The
definition of "Revolving Credit Loan B Maturity Date" contained
in
section 1.1 of the Credit Agreement is
hereby amended by deleting the date "July
1, 2004" which appears in such definition
and substituting in place thereof the
date "January 4, 2005".
SECTION 2.
AMENDMENT TO SECTION 2 OF THE CREDIT AGREEMENT. Section 2 of
the Credit Agreement is hereby amended as
follows:
(a)
Section 2.1.1 of the Credit Agreement is hereby amended by
deleting
the date "July 1, 2004" which appears in
the second sentence of Section 2.1.1
and substituting in place thereof the date
"January 4, 2005"; and
(b)
Section 2.12.2.1(c) of the Credit Agreement is hereby amended by
(i)
deleting the date "July 1, 2004" which
appears in such section and substituting
in place thereof the date "January 4,
2005"; and (ii) deleting the date "June
30, 2004" which appears in such section and
substituting in place thereof the
date "January 3, 2005".
SECTION 3.
AMENDMENT TO SECTION 4 OF THE CREDIT AGREEMENT. Section 4.1.1
of the Credit Agreement is hereby amended
by deleting the date "July 1, 2004"
which appears in the second sentence of
section 4.1.1 and substituting in place
thereof the date "January 4, 2005".
SECTION 4.
LIMITED CONSENT. Reference is hereby made to that certain
Limited Consent dated as of July 31, 2003
by and among the Borrower and certain
of the Banks (the "SilverPoint Consent").
In connection with the SilverPoint
Consent, the Majority Banks have consented,
subject to the terms and conditions
contained in such SilverPoint Consent, to
the "Final Silver Point Program" (as
such term is defined in the SilverPoint
Consent). The Borrowers have now advised
the Agent and the Banks that the Company is
contemplating modifying certain
terms of the Final Silver Point Program
such that the Company is contemplating
amending each of the KMart Agreement (as
such term is defined in the SilverPoint
Consent) and the Dillards/ShopKo Agreement
(as such term is defined in the
SilverPoint Consent) to (a) extend the
termination dates under each such KMart
Agreement and Dillards/ShopKo Agreement
from December 31, 2003 until December
31, 2004 (and, in connection therewith,
continue to sell receivables thereunder
for an additional one year period subject
to the dollar limits for the aggregate
amount of receivables which can be owing at
any one time as set forth in each of
the KMart Agreement and the Dillards/ShopKo
Agreement, as the case may be, as in
effect on the date of the SilverPoint
Consent); and (b) making additional
modifications to each of the KMart
Agreement and/or the Dillards/ShopKo
Agreement so long as (i) such modifications
are no more onerous to the Company
or the rights of the Banks than those that
exist in such agreements as of the
date hereof; and (ii) such modifications
have been approved in writing in
advance by the Agent in its sole and
absolute discretion. Solely to the extent
that each of the KMart Agreement and the
Dillards/ShopKo Agreement are amended
only as set forth above (including, without
limitation, an extension of the
termination date to a date which is not
after December 31, 2004 and with no
change to the aggregate amount of
receivables which can be owing at any time
thereunder), and the conditions to
effectiveness set forth in section 5 have
been satisfied, the Majority Banks hereby
consent to such modifications to the
Final Silver Point Program as specifically
set forth in paragraphs (a) and (b)
of this section 4.
SECTION 5.
CONDITIONS TO EFFECTIVENESS. This Sixth Amendment shall become
effective upon satisfaction of the
following conditions:
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(a)
receipt by the Agent of a counterpart of this Sixth Amendment,
executed by the Borrowers, each Guarantor
and the required Banks;
(b)
evidence satisfactory to the Agent that all necessary corporate
or
other similar action has been taken by the
Company and its Subsidiaries to
authorize the transaction contemplated
hereby; and
(c)
receipt by the Agent of evidence that all consents and
approvals
necessary to complete the transactions
contemplated herein have been obtained.
SECTION 6.
REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby
repeats, on and as of the date hereof, each
of the representations and
warranties made by it in section 7 o
