**EXHIBIT10.3.12**

 

**FIRST AMENDMENT AGREEMENT**

 

**THIS FIRST AMENDMENT AGREEMENT**(this“**Agreement**”), is dated as of May 12, 2003, by and between **Q.E.P. CO., INC.**, a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, **Q.E.P.– O’TOOL, INC.**, a Nevada corporation with its chief executive office and principal place of business at 1070 Mary Crest Road, Henderson, NV 89014, **MARION TOOL CORPORATION**, an Indiana corporation with its chief executive officeand principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, **ROBERTS CONSOLIDATED INDUSTRIES, INC.**, a Delaware corporation with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton,Florida 33487, **ROBERTS JAPAN KK**, an entity organized in Japan with its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, **ROBERTS HOLDING INTERNATIONAL, INC.**, a Delaware corporationwith its chief executive office and principal place of business at 1081 Holland Drive, Boca Raton, Florida 33487, **ROBERTS COMPANY CANADA LIMITED**, an entity organized in Ontario, Canada with its chief executive office and principal place ofbusiness at 2070 Steeles Avenue, Bramalea, Ontario, Canada L6T1A7, **ROBERTS HOLLAND B.V.**, an entity organized in The Netherlands with its chief executive office and principal place of business at 3360 AB Sliedrecht, P.O. Box 64, Parallelweg,The Netherlands, **ROBERTS U.K. LIMITED**, an entity organized in England with its chief executive office and principal place of business at Unit 10, Branxholme Industrial Estate, Bailiff Bridge, Brighouse, West Yorkshire, England, HD6 4EA,**ROBERTS GERMANY GmbH**, an entity organized in Germany with its chief executive office and principal place of business at Dreieichstrasse 10, 64546 Morfelden-Waldorf, Germany, **ROBERTS S.A.R.L.**, an entity organized in France with itschief executive office and principal place of business at 25 rue de la Gare, 78370b Plaisir, France, **Q.E.P. STONE HOLDINGS, INC.**, a Florida corporation with a place of business at 1081 Holland Drive, Boca Raton, Florida 33487, **Q.E.P. AUST.PTY. LIMITED**, an entity organized in Australia with a place of business at 32-34 Hydrive Close, Victoria, Australia 3175, **Q.E.P. CHILE LIMITADA**, an entity organized in Chile with a place of business at Av. Recoleta 4464, Huechuraba,Santiago, Chile, **Q.E.P. HOLDING B.V.**, an entity organized in the Netherlands with its chief executive office and principal place of business at 3360 AB Sliedrecht, Parallelweg, The Netherlands, **Q.E.P. CO. NEW ZEALAND LIMITED**, an entityorganized in New Zealand with a place of business at 67 Dalgety Drive, Manukau City, Auckland, New Zealand, **Q.E.P. ZOCALIS HOLDING L.L.C.**, a Delaware limited liability company with a place of business at 1081 Holland Drive, Boca Raton,Florida 33487, **Q.E.P. ZOCALIS S.R.L.**, an entity organized in Argentina with its chief executive office and principal place of business at 1607 Villa Adelina, Buenos Aries, Argentina, **BOIARDI PRODUCTS CORPORATION**, an Ohio corporation,with its chief executive office and principal place of business at 453 Main Street, Little Falls, New Jersey 07424 (all of the foregoing are hereinafter collectively referred to as, the “**Borrower**”), **FLEET CAPITAL CORPORATION(“FCC”)**and **HSBC BANK USA (“HSBC”** and together with FCC, the **“Lenders”**and each individually a “**Lender**”**)**, and**FLEET CAPITAL CORPORATION**, a Rhode Island corporation withan office at One Landmark Square, 

 

 

Stamford, Connecticut 06901,as agent for the Lenders, (hereinafter referred to as the **“Agent”**). 

 

**PREAMBLE**

 

**WHEREAS**, pursuant to that certain Second Amended and Restated Loan Agreement dated as of November 14, 2002 by and among the Borrower, the Lenders and the Agent (as amended and in effect from time to time, the “**LoanAgreement**”), the Lenders made, or agreed to make in the future, certain Loans to the Borrower; 

 

**WHEREAS**, the Borrower has requested Lenders to amend the Loan Agreement in order to, among other things, modify certain affirmativecovenants contained therein; and 

 

**WHEREAS**,Lenders are willing to amend the Loan Agreement subject to and in reliance upon the representations, warranties, acknowledgments, covenants and agreements of Borrower contained herein. 

 

**AGREEMENT**

 

**NOW, THEREFORE**, in consideration of the mutual promises and covenants contained herein and acknowledging that Lenders are relyingupon the representations, warranties, acknowledgments, covenants and agreements of Borrower contained herein, Borrower and Lenders agree as follows: 

 
 I. Acknowledgments and Affirmations. 
 

A. Borrower and Lenders acknowledge and agree that capitalized terms used herein and without definition shall have the meanings assignedto them in the Loan Agreement. 

 

B. Borroweracknowledges and affirms that: 

 

1. As of May 8,2003, Borrower is legally and validly indebted to Lenders under the Loan Agreement in the principal amount (including the face amount of outstanding Letters of Credit) of $ 20,770,184.72 with respect to the Revolving Loan, $ 3,200,000.00 withrespect to the Term Loans, $0.00 with respect to the BV Loans and $0.00 with respect to the Mortgage Loan, plus interest, fees and charges accrued and accruing thereon and thereunder, and there is no defense, offset or counterclaim with respect toany such indebtedness or independent claim or action against Lenders. 

 

2. All indebtedness of Borrower to Lenders whenever and however arising, is secured by a duly perfected, first priority security interest in the Collateral. 

 

C. Borrower represents and warrants that: 

 

1. The resolutions previously adopted by the Board of Directors of each Borrower withrespect to the Loan Agreement and provided to Lenders have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect, except to theextent that they have been modified or supplemented to authorize this Agreement and the documents and transactions describe herein. 

 

2. Each Borrower has the corporate power and authority to enter into this Agreement and the transactions contemplated herein, and eachBorrower has taken all necessary corporate action to authorize this Agreement and the transactions contemplated herein. 

 

3. Except as amended by this Agreement, all representations, warranties and covenants contained in the Loan Agreement, and in theschedules and exhibits attached thereto, are true and correct on and as of the date hereof, are incorporated herein by reference and, with respect to each Borrower organized under the laws of any jurisdiction with the United States, Canada, theNetherlands, Australia or the United Kingdom, are hereby remade, and, with respect to each other Borrower, are hereby remade to the best of their knowledge. 

 

4. No Borrower is currently in default under the Loan Agreement, and no condition exists or has occurred which would constitute a defaultthereunder but for the giving of notice or passage of time, or both. 

 

D. The consummation of the transactions contemplated herein (a) is not prevented or limited by, nor does it conflict with or result in a breach of the terms, conditions or provisions of, any Borrower’s articles ofincorporation or bylaws, or any evidence of indebtedness, agreement or instrument of whatever nature to which any Borrower is a party or by which any of them is bound, (b) does not constitute a default under any of the foregoing, and (c) does notviolate any federal, state or local law, regulation or order of any court or agency which is binding upon any Borrower. 

 

II. Amendments to Loan Agreement. The following amendments to the Loan Agreement shall be made. 

 

A. Section 1.1 “Defined Terms” is hereby amended byadding following definitions where appropriate alphabetically: 

 

“`Term Loans’ mean the 2002 Term Loan(s) and the 2003 Term Loan(s) made pursuant to Sections 2.2(a) and 2.2A(a) respectively.” 

 

B. Subsection (c) of Section 2.2 “2002 Term Loan” ishereby amended by deleting the reference to “Term Notes” and replacing it with “2002 Term Notes”. 

 

C. Section 2.2A “2003 Term Loan” is hereby amended by deleting the reference to the word “quarterly” in Subsection(c). 

 

 

D. Section 5.8“Reporting Requirements” is hereby amended by adding the following to the end of Subsection (e): 

 

“, provided that the items required to be delivered under this subsection (e) shall be furnished to the Agentonly.” 

 

E. Section 5.15 “MinimumAvailability” is hereby amended by adding the following sentence to the end: 

 

“For purposes of this Section 5.15, the Credit Availability shall be calculated based solely upon the dollar ordollar equivalent amount equal to the Borrowing Base (after giving effect to the calculation of the Excess Borrowing Base) less, in each case, the sum of the aggregate outstanding principal amount of all Revolving Advances plus the Available Amountplus any unpaid Reimbursement Obligations.” 

 

III. Amendment to Other Loan Documents. 

 

F. The Loan Documents are each hereby amended so as to be consistent with the amendments set forth in this Agreement. 

 

IV. Miscellaneous. 

 

A. Each Borrower acknowledges, agrees and affirms that Lenders’ first priority security interest in its personal property and assetsshall continue to secure Borrower’s respective indebtedness to Lenders arising under the Loans. 

 

B. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut (except its conflicts of lawsprovisions). 

 

C. Upon the execution of thisAgreement, the Loan Agreement is amended to the extent this Agreement amends the Loan Agreement. Except as specifically amended by the terms of this Agreement, all terms and conditions set forth in the Loan Agreement shall remain in full force andeffect. 

 

[The remainder of this page has been leftblank intentionally.] 

 

 

 

IN WITNESSWHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written. 

 

WITNESS AS TO ALL BORROWERS
   
BORROWER: **Q.E.P. CO., INC.**
   
By:
 
/s/     MARC APPLEBAUM
     
**Marc Applebaum**

**Its Chief Financial Officer**

**DulyAuthorized**
      
**Q.E.P.-O’TOOL, INC.**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
      
**MARION TOOL CORPORATION**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
      
**ROBERTS CONSOLIDATED INDUSTRIES,INC.**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

 

 
      
**ROBERTS HOLDING INTERNATIONALINC.**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
      
**ROBERTS COMPANY CANADALIMITED**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
      
**ROBERTS U. K. LIMITED**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
      
By:
 
/s/     LEWIS GOULD
        
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**
      
**ROBERTS GERMANY GmbH**
      
By:
 
/s/     MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

 

 

By:
 
/s/     LEWISGOULD            
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

 

**ROBERTS S.A.R.L.**

By:
 
/s/      MARCAPPLEBAUM      
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

 
 
By:
 
/s/    LEWISGOULD    
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

 

 

**ROBERTS JAPAN KK**

By:
 
/s/    MARCAPPLEBAUM            
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
 
By:
 
/s/      LEWISGOULD      
  
**Lewis Gould**

**Its President**

**DulyAuthorized**

 

**ROBERTS HOLLAND B.V.**

By:
 
/s/        MARCAPPLEBAUM     
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

 

 

By:
 
/s/    LEWIS GOULD
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

**Q.E.P. HOLDING B.V.**

By:
 
/s/    MARC APPLEBAUM
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

By:
 
/s/    LEWIS GOULD
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

**Q.E.P. STONE HOLDINGS, INC.**

By:
 
/s/    MARC APPLEBAUM
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

**Q.E.P. AUST. PTY. LIMITED**

By:
 
/s/    MARC APPLEBAUM
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

By:
 
/s/    LEWIS GOULD
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

 

**Q.E.P. CO. NEW ZEALAND,LIMITED**

By:
 
/s/    MARC APPLEBAUM
  
**Marc Applebaum**

**Its President, Director**

**DulyAuthorized**

By:
 
/s/    LEWIS GOULD
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

**Q.E.P. CHILE LIMITADA**

By:
 
/s/    MARC APPLEBAUM
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

By:
 
/s/    LEWIS GOULD
  
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**

**Q.E.P. ZOCALIS HOLDING, L.L.C.**

By:
 
/s/    MARC APPLEBAUM
  
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

 
    
**Q.E.P. ZOCALIS S.R.L.**
      
By:
 
/s/    MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**
      
By:
 
/s/    LEWIS GOULD
        
**Lewis Gould**

**Its President, Director**

**DulyAuthorized**
    
**BOIARDI PRODUCTS CORPORATION**
      
By:
 
/s/    MARC APPLEBAUM
        
**Marc Applebaum**

**Its Director, Secretary**

**DulyAuthorized**

WITNESSES AS TO            :
   
AGENT:

**FLEET CAPITAL CORPORATION**

 
   
By:
 
/s/    DEIRDRE SIKORA
        
**Deirdre Sikora, Vice President**

 
      
WITNESSES AS TO FCC     :
   
LENDERS:

**FLEET CAPITAL CORPORATION**

 
   
By:
 
/s/    DEIRDRE SIKORA
        
**Deirdre Sikora, Vice President**

 
      
WITNESSES AS TO HSBC :
   
LENDERS:

**HSBC BANK USA**

 
   
By:
 
/s/    MICHAEL PAPADATOS
        
**Michael Papadatos**

**Senior Vice President**