Exhibit 4c(ii)
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
Amendment ) dated as of June 11, 1992 is among TANDY
CORPORATION, a Delaware corporation ( Tandy ), TANDY CREDIT
CORPORATION, a Delaware corporation ( TCC and together with
Tandy collectively the Borrowers ), the banks listed on the
signature pages hereof (the Banks ), TEXAS COMMERCE BANK,
NATIONAL ASSOCIATION, a national banking association, as
administrative agent for the Banks (in such capacity the
Administrative Agent ), and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, a national banking association, as funds
administrator for the Banks (in such capacity, the Funds
Administrator ).
PRELIMINARY STATEMENT
The Borrowers, the Banks, the Administrative Agent and
the Funds Administrator are parties to a Revolving Credit
Agreement dated as of June 17, 1991 (the Credit Agreement ).
All capitalized terms defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein
as in the Credit Agreement. The Borrowers, the Banks, the
Administrative Agent and the Funds Administrator have agreed,
upon the terms and conditions specified herein, to amend the
Credit Agreement as hereinafter set forth:
NOW THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties
hereto, the Borrowers, the Banks, the Administrative Agent
and the Funds Administrator hereby agree as follows:
SECTION 1. Amendment to Article I of the Credit
Agreement. The definition of the term Tranche A Maturity
Date is hereby amended in its entirety to read as follows:
Tranche A Maturity Date shall mean June 8, 1993. .
SECTION 2. Conditions of Effectiveness. This Amendment
shall become effective when, and only when the following have
occurred:
(a) the Administrative Agent shall have (i)
executed a counterpart hereof and (ii) shall have
received a counterpart hereof executed by the Borrowers,
the Funds Administrator and the Banks or, in the case of
any such Bank as to which an executed counterpart hereof
shall not have been so received, the Administrative
Agent shall have received written confirmation by
telecopy, telex or other similar writing from such Bank
of execution of a counterpart hereof by such Bank; and
(b) The Administrative Agent shall have received
(i) a certificate as to the good standing of each
Borrower from the Secretary of State of the State of
Delaware; (ii) a certificate as to the good standing of
Tandy from the Comptroller of the State of Texas; and
(iii) a certificate of the Secretary or an Assistant
Secretary of each Borrower, dated the date hereof and
certifying (A) that attached thereto is a true and
complete copy of the certificate of incorporation of
such Borrower, as amended to on the date of such
certificate, (B) that attached thereto is a true and
complete copy of resolutions duly adopted by the Board
of Directors of such Borrower authorizing the execution,
delivery and performance of this Amendment and that such
resolutions have not been modified, rescinded or amended
and are in full force and effect, (C) that the bylaws of
such Borrower have not been amended since the date of
the certificate delivered in connection with the Credit
Agreement, and (D) as to the incumbency and specimen
signature of each officer of such Borrower executing
this Amendment or any other document delivered in
connection herewith and (iii) a certificate of another
officer of such Borrower as to the incumbency and
specimen signature of the Secretary or such Assistant
Secretary of such Borrower.
SECTION 3. Representations and Warranties True; No
Default or Event of Default. The Borrowers hereby represent
and warrant to the Administrative Agent, the Funds
Administrator and the Banks that, after giving effect to the
execution and delivery of this Amendment (a) the
representations and warranties set forth in the Credit
Agreement are true and correct on the date hereof as though
made on and as of such date and (b) neither any Default nor
Event of Default has occurred and is continuing as of the
date hereof.
SECTION 4. Reference to the Credit Agreement and Effect
on the Notes and other Documents executed pursuant to the
Credit Agreement.
(a) Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to this Agreement,
hereunder, herein, hereof or words of like import shall mean
and be a reference to the Credit Agreement, as affected and
amended hereby.
(b) Upon the effectiveness of this Amendment, each
reference in the Notes, the Support Agreement and the form of
Guaranty attached as Exhibit 7.01 to the Credit Agreement and
the other documents and agreements delivered or to be
delivered pursuant to the Credit Agreement shall mean and be
a reference to the Credit Agreement, as affected and amended
hereby.
(c) The Credit Agreement, as amended and modified by
this Amendment, shall remain in full force and effect and is
hereby ratified and confirmed.
(d) The Support Agreement, as affected by this
Amendment, shall remain in full force and effect and is
hereby ratified and confirmed.
SECTION 5. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but
one and the same instrument.
SECTION 6. GOVERNING LAW; BINDING EFFECT. THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS AND APPLICABLE FEDERAL
LAW AND SHALL BE BINDING UPON THE BORROWERS, THE
ADMINISTRATIVE AGENT, THE FUNDS ADMINISTRATOR AND THE BANKS
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 7. Headings. Section headings in this
Amendment are included herein for convenience of reference
only and shall not constitute a part of this Amendment for
any other purpose.
SECTION 8. ENTIRE AGREEMENT. WITH RESPECT TO THE
SUBJECT MATTER DESCRIBED THEREIN, THE CREDIT AGREEMENT, AS
AMENDED HEREBY, THE NOTES, THE SUPPORT AGREEMENT AND THE
AGENT'S LETTER CONSTITUTE A LOAN AGREEMENT FOR PURPOSES OF
SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE. THE
CREDIT AGREEMENT, AS AMENDED HEREBY, THE NOTES, THE SUPPORT
AGREEMENT AND THE AGENT'S LETTER REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed effective as of the date first
stated herein, by their respective officers thereunto duly
authorized.
TANDY CORPORATION
By:
Name:
Title:
TANDY CREDIT CORPORATION
By:
Name:
Title:
TEXAS COMMERCE BANK, NATIONAL ASSOCIATION, individually
and as Administrative Agent
By:
Name:
Title:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Funds
Administrator
By:
Name:
Title:
ABN AMRO BANK N.V., HOUSTON AGENCY (formerly Algemene
Bank Nederland N.V., Houston Agency)
By:
Name:
Title:
By:
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By:
Name:
Title:
By:
Name:
Title:
THE BANK OF NEW YORK
By:
Name:
Title:
BARCLAYS BANK PLC
By:
Name:
Title:
CONTINENTAL BANK N.A.
By:
Name:
Title:
CREDIT LYONNAIS, CAYMAN ISLAND BRANCH
By:
Name:
Title:
NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH
By:
Name:
Title:
NATIONAL WESTMINSTER BANK PLC NASSAU BRANCH
By:
Name:
Title:
NATIONS BANK, N.A. (formerly NCNB Texas
National Bank)
By:
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED HOUSTON
AGENCY
By:
Name:
Title:
WESTPAC BANKING CORPORATION
By:
Name:
Title: