EXHIBIT 4e
SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT (FACILITY A)
THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (FACILITY A) (this
"Amendment") dated as of May 24, 1996 is among TANDY CORPORATION, a
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Delaware corporation (the "Company"), and the banks and other financial
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institutions listed on the signature pages under the heading Banks
("Banks"), and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as agent (in such
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capacity, the "Agent") for the Banks.
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PRELIMINARY STATEMENT
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(a) The Company, certain of the Banks, BARCLAYS BANK PLC ("Barclays")
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and the Agent entered into a Revolving Credit Agreement (FACILITY A) (the
"Original Credit Agreement") dated as of May 27, 1994.
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(b) The Company, the Banks, Barclays and the Agent entered into the
Agreement and First Amendment To Revolving Credit Agreement (FACILITY A)
("First Amendment") dated as of May 26, 1995 modifying the Original Credit
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Agreement (the Original Credit Agreement as amended by the First Amendment
being the "Credit Agreement"), which inter alia added CITICORP USA, INC.
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("Citicorp"), and COMMERZBANK AKTIENGELLSCHAFT, ATLANTA AGENCY
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("Commerzbank"), as Banks under the Credit Agreement, retired Barclays as a
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Bank thereunder, modified the Commitment amount for each Bank and amended
the definition of "Maturity Date".
(c) There are no outstanding loan balances or any advances owed by the
Company to any of the Banks pursuant to the Credit Agreement.
(d) The Company has requested that the definition of the term
"Maturity Date" be amended.
(e) All capitalized terms defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings herein as in the
Credit Agreement.
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 Company, the Banks and the Agent
hereby agree as follows:
SECTION 1. Amendment to Section 1.01 of the Credit Agreement. The
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definition of the term "Maturity Date" contained in Section 1.01 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"'Maturity Date' means July 31, 1996, or the earlier termination of
the Commitments pursuant to Section 7.01."
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SECTION 2. Conditions to Effectiveness. This Amendment shall become
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effective when, and only when, the following conditions have been
fulfilled:
(a) the Company and the Banks shall have executed a counterpart of
this Amendment;
(b) the Agent shall have executed a counterpart of this Amendment and
shall have received counterparts of this Amendment executed by the Company
and the Banks; and
(c) the Agent shall have received from the Company a certificate of
the Secretary or Assistant Secretary of the Company certifying that
attached thereto is (i) a true and complete copy of the general borrowing
resolutions of the Board of Directors of the Company authorizing the
execution, delivery and performance of the Credit Agreement, as amended
hereby, and (ii) the incumbency and specimen signature of each officer of
the Company executing this Amendment.
SECTION 3. Representations and Warranties True; No Default or Event
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of Default. The Company hereby represents and warrants to the Agent and
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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) no Default or Event of Default has occurred and is
continuing.
SECTION 4. Reference to the Credit Agreement and Effect on the Notes.
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(a) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "herein" or words of
like import shall mean and be a reference to the Credit Agreement, as
amended and affected hereby.
(b) Upon the effectiveness of this Amendment, each reference in the
Notes to "the Credit Agreement" shall mean and be a reference to the Credit
Agreement, as amended and affected hereby.
(c) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement and the Notes to the "Maturity Date" shall mean and be a
reference to such term as modified pursuant to Section 1.
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(d) The Credit Agreement and the Notes, as amended and affected
hereby, shall remain in full force and effect and are hereby ratified and
confirmed.
SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
TEXAS AND APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE
BANKS AND THE AGENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 6. Descriptive Headings. The section headings appearing in
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this Amendment have been inserted for convenience only and shall be given
no substantive meaning or significance whatever in construing the terms and
provisions of this Amendment.
SECTION 7. FINAL AGREEMENT OF THE PARTIES. THE CREDIT AGREEMENT
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(INCLUDING THE EXHIBITS AND SCHEDULE THERETO), AS AMENDED HEREBY, THE
NOTES, THE AGENT'S LETTER AND THE OTHER LOAN DOCUMENTS, CONSTITUTE A "LOAN
AGREEMENT" AS DEFINED IN SECTION 26.02(a) OF THE TEXAS BUSINESS AND
COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
RESPECTING THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES RESPECTING THE SUBJECT MATTER HEREOF AND THEREOF.
SECTION 8. Execution in Counterparts. This Amendment may be executed
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in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
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: /s/ Loren K. Jensen
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Name: Loren K. Jensen
Title: Vice President-Treasurer
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, as Agent
By: /s/ B.B. Wuthrich
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Name: B.B. Wuthrich
Title: Vice President
Commitment: Banks
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$15,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ W. Thomas Barnett
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Name: W. Thomas Barnett
Title: Vice President
Commitment: Banks
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$15,000,000 THE BANK OF NEW YORK
By: /s/ Charlotte Sohn
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Name: Charlotte Sohn
Title: Vice President
Commitment: Banks
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$7,500,000 BANK ONE, TEXAS, N.A.
By: /s/ John D. Hudgens
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Name: John D. Hudgens
Title: Vice President
Commitment: Banks
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$10,000,000 THE BANK OF TOKYO TRUST COMPANY
By: /s/ J. Bruce Meredith
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Name: J. Bruce Meredith
Title: Senior Vice President
and Manager
Commitment: Banks
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$7,500,000 THE CHASE MANHATTAN BANK, N.A.
By: /s/ Ellen L. Gertzog
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Name: Ellen L. Gertzog
Title: Vice President
Commitment: Banks
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$15,000,000 CONTINENTAL BANK N.A.
By: /s/
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Name:
Title:
REPLACED BY COMBINED
BANK OF AMERICA
Commitment: Banks
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$15,000,000 CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Robert Ivosevich
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Name: Robert Ivosevich
Title: Senior Vice President
Commitment: Banks
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$10,000,000 THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Judith C. E. Kelly
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Name: Judith C. E. Kelly
Title: Vice President
Commitment: Banks
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$7,500,000 FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By: /s/ Jane W. Workman
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Name: Jane W. Workman
Title: Senior Vice President
Commitment: Banks
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$10,000,000 MELLON BANK, N.A.
By: /s/ Marc T. Kennedy
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Name: Marc T. Kennedy
Title: Assistant Vice President
Commitment: Banks
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$15,000,000 NATIONAL WESTMINSTER BANK, Plc
New York Branch
By: /s/ Marilyn A. Windsor
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Name: Marilyn A. Windsor
Title: Vice President
NATIONAL WESTMINSTER BANK, Plc
Nassau Branch
By: /s/ Marilyn A. Windsor
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Name: Marilyn A. Windsor
Title: Vice President
Commitment: Banks
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$15,000,000 NATIONSBANK OF TEXAS, N.A.
By: /s/ Todd Shipley
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Name: Todd Shipley
Title: Senior Vice President
Commitment: Banks
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$10,000,000 SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Louis P. Laville, III
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Name: Louis P. Laville, III
Title: Vice President
Commitment: Banks
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$7,500,000 THE SUMITOMO BANK, LIMITED
HOUSTON AGENCY
By: /s/ Harumitsu Seki
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Name: Harumitsu Seki
Title: General Manager
Commitment: Banks
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$20,000,000 TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ B.B. Wuthrich
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Name: B.B. Wuthrich
Title: Vice President
Commitment: Banks
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$10,000,000 TORONTO DOMINION (TEXAS), INC.
By: /s/ Diane Bailey
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Name: Diane Bailey
Title: Vice President
Commitment: Banks
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$5,000,000 CITICORP USA, INC.
By: /s/ Marjorie Futornick
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Name: Marjorie Futornick
Title: Vice President
Commitment: Banks
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$5,000,000 COMMERZBANK, AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ Andreas K. Bremer
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Name: Andreas K. Bremer
Title: Senior Vice President & Manager
By: /s/ Harry P. Yergey
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Name: Harry P. Yergey
Title: Vice President