EXHIBIT 4f
AGREEMENT AND SECOND AMENDMENT
TO
REVOLVING CREDIT AGREEMENT (FACILITY B)
THIS AGREEMENT AND SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT
(FACILITY B) (this "Amendment") dated as of June 28, 1996 is among TANDY
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CORPORATION, a Delaware corporation (the "Company"), the Retiring
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Bank (as defined below), the banks and other financial institutions listed
on the signature pages under the heading Banks including the New Banks (as
defined below) (collectively, the "Banks"), and TEXAS COMMERCE BANK
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NATIONAL ASSOCIATION, as agent (in such capacity, the "Agent") for the
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Banks.
PRELIMINARY STATEMENT
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(a) The Company, certain of the Banks, BARCLAYS BANK PLC ("Barclays"),
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the Retiring Banks and the Agent entered into a Revolving Credit Agreement
(Facility B) (the "Original Credit Agreement") dated as of May 27, 1994.
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(b) The Company, certain of the Banks, the Retiring Bank, Barclays and
the Agent entered into the Agreement and First Amendment To Revolving
Credit Agreement (Facility B) ("First Amendment") dated as of May 26, 1995
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modifying the Original Credit Agreement (the Original Credit Agreement, as
amended by the First Amendment, being the "Credit Agreement") by inter alia
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adding CITICORP USA, INC. ("Citicorp"), and COMMERZBANK AKTIENGELLSCHAFT,
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ATLANTA AGENCY ("Commerzbank"), as Banks under the Credit Agreement,
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retiring Barclays as a Bank thereunder and modifying the Commitment amount
for each Bank.
(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 certain provisions of the Credit
Agreement be amended, that the Total Commitment be increased from
$200,000,000 to $300,000,000 and that each of the Banks have a Commitment
equal to the amount shown opposite its signature on the signature pages
hereof.
(e) THE CHASE MANHATTAN BANK, N.A. (the "Retiring Bank"), no longer
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wishes to be a party to the Credit Agreement, and each of UNION BANK OF
SWITZERLAND and THE SAKURA BANK, LIMITED (collectively, the "New Banks"),
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wishes to become a party to the Credit Agreement as amended hereby.
(f) 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, the Retiring
Bank and the Agent hereby agree as follows:
SECTION 1. Amendment to Section 1.01 of the Credit Agreement. The
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definitions of the terms "Applicable Fee Percentage", "Applicable Margin"
and "Maturity Date" contained in Section 1.01 of the Credit Agreement are
hereby amended in their entirety to read as follows:
"'Applicable Fee Percentage' means, on any date, the applicable
percentage set forth below based upon the ratings applicable on such date
to the Company's senior, unsecured, non-credit-enhanced long term
indebtedness for borrowed money ("Index Debt"):
Applicable Fee
Category 1 Percentage
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A or higher by S&P; and .0800
A2 or higher by Moody's
Category 2
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Lower than A and equal to or .1000
greater than BBB+ by S&P; and
Lower than A2 and equal to or
greater than Baa1 by Moody's
Category 3
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BBB by S&P; and .1250
Baa2 by Moody's
Category 4
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BBB - or lower by S&P; or .1875
Baa3 or lower by Moody's
For purposes of the foregoing: (a) if neither Moody's nor S&P shall have in
effect a rating for Index Debt, then both such rating agencies will be
deemed to have established ratings for Index Debt in Category 4; (b) if
only one of Moody's and S&P shall have in effect a rating for Index Debt,
the Company and the Banks will negotiate in good faith to agree upon
another rating agency to be substituted by an amendment to this Agreement
for the rating agency which shall not have a rating in effect, and pending
the effectiveness of such amendment the Applicable Fee Percentage will be
determined by reference to the available rating; (c) if the ratings
established or deemed to have been established by Moody's and S&P shall
fall within different Categories, the Applicable Fee Percentage shall be
determined by reference to the superior (or numerically lower) Category;
and (d) if any rating established or deemed to have been established by
Moody's or S&P shall be changed (other than as a result of a change in the
rating system of either Moody's or S&P), such change shall be effective as
of the date on which such change is first announced by the rating agency
making such change. Each change in the Applicable Fee Percentage shall
apply during the period commencing on the effective date of such change and
ending on the date immediately preceding the effective date of the next
such change. If the rating system of either Moody's or S&P shall change
prior to the Maturity Date, the Company and the Banks shall negotiate in
good faith to amend the references to specific ratings in this definition
to reflect such changed rating system." .
"'Applicable Margin' means, on any date, with respect to Eurodollar
Loans, Certificate of Deposit Loans or Alternate Base Rate Loans, as the
case may be, the applicable spreads set forth below based upon the ratings
applicable on such date to the Index Debt.
Eurodollar Certificate of Deposit Alternate Rate
Category 1 Loan Spread Loan Spread Loan Spread
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A or higher by S&P; and .1700% .3000% 0%
A2 or higher by Moody's
Category 2
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Lower than A and equal to or .2000% .3250% 0%
greater than BBB+ by S&P; and
Lower than A2 and equal to or
greater than Baa1 by Moody's
Category 3
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BBB by S&P; and .2750% .4000% 0%
Baa2 by Moody's
Category 4
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BBB - or lower by S&P; or .4375% .5625% 0%
Baa3 or lower by Moody's
For purposes of the foregoing: (a) if neither Moody's nor S&P shall have in
effect a rating for Index Debt, then both such rating agencies will be
deemed to have established ratings for Index Debt in Category 4; (b) if
only one of Moody's and S&P shall have in effect a rating for Index Debt,
the Company and the Banks will negotiate in good faith to agree upon
another rating agency to be substituted by an amendment to this Agreement
for the rating agency which shall not have a rating in effect, and pending
the effectiveness of such amendment the Applicable Margin will be
determined by reference to the available rating; (c) if the ratings
established or deemed to have been established by Moody's and S&P shall
fall within different Categories, the Applicable Margin shall be determined
by reference to the superior (or numerically lower) Category; and (d) if
any rating established or deemed to have been established by Moody's or S&P
shall be changed (other than as a result of a change in the rating system
of either Moody's or S&P), such change shall be effective as of the date on
which such change is first announced by the rating agency making such
change. Each change in the Applicable Margin shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the
rating system of either Moody's or S&P shall change prior to the Maturity
Date, the Company and the Banks shall negotiate in good faith to amend the
references to specific ratings in this definition to reflect such changed
rating system.".
"'Maturity Date' means June 26, 2001, or the earlier termination of
the Commitments pursuant to Section 7.01.".
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SECTION 2. Amendment to Section 6.10 of the Credit Agreement. Section
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6.10 of the Credit Agreement is hereby amended in its entirety to read as
follows:
"The Company will not permit its Consolidated Tangible Net Worth to be
less than $1,000,000,000.".
SECTION 3. Commitment of Banks. Effective as of the date hereof,
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each of the Banks shall have a Commitment equal to the amount shown
opposite its signature on the signature pages hereof (such Bank's
"New Commitment").
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SECTION 4. 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;
(c) the Agent shall have received a Note dated of even date herewith
executed by the Company and payable to the order of each New Bank; and
(d) 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 5. Representations and Warranties True; No Default or Event
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of Default. The Company hereby represents and warrants to the Agent and the
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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 6. 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 Applicable Fee Percentage",
"Applicable Margin" and "Maturity Date" shall mean and be a reference to
such terms as modified pursuant to Section 1.
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(d) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement and the Notes to a Bank's "Commitment" shall mean and be a
reference to such Bank's New Commitment.
(e) Upon the effectiveness of this Amendment, the Retiring Bank shall
cease to be a Bank and to have any obligation to the Company under the
Credit Agreement and under the Credit Agreement as amended hereby, and the
Company shall have no further obligations to the Retiring Bank under the
Credit Agreement and under the Credit Agreement as amended hereby, except
under any indemnities contained in the Credit Agreement as amended hereby
that expressly provide that they survive the termination of the Credit
Agreement.
(f) 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 7. 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 8. 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 9. 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 10. Execution in Counterparts. This Amendment may be
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executed 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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$ 21,000,000.00 BANK OF AMERICA ILLINOIS, as successor to
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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$ 21,000,000.00 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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$ 13,500,000.00 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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$ 13,500,000.00 BANK OF TOKYO - MITSUBISHI TRUST
COMPANY, SUCCESSOR BY MERGER TO
THE BANK OF TOKYO TRUST COMPANY
By: /s/ M. R. Marron
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Name: M. R. Marron
Title: Vice President
Commitment: Banks
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$ 21,000,000.00 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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$ 13,500,000.00 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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$ 13,500,000.00 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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$ 21,000,000.00 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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$ 13,500,000.00 NATIONAL WESTMINSTER BANK, Plc
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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$ 21,000,000.00 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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$ 13,500,000.00 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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$ 13,500,000.00 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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$ 25,500,000.00 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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$ 13,500,000.00 TORONTO DOMINION (TEXAS), INC.
By: /s/ David G. Parker
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Name: David G. Parker
Title: Vice President
Commitment: Banks
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$ 21,000,000.00 CITICORP USA, INC.
By: /s/ Marjorie Futornick
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Name: Marjorie Futornick
Title: Vice President
Commitment: Banks
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$ 13,500,000.00 COMMERZBANK, AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ A. K. Bremer
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Name: A. K. Bremer
Title: Senior Vice President
By: /s/ E. Kagerer
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Name: E. Kagerer
Title: Assistant Vice President
Commitment: Banks
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$ 13,500,000.00 UNION BANK OF SWITZERLAND,
New York Branch
By: /s/ Michael J Ahearn
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Name: Michael J. Ahearn
Title: Managing Director
By: /s/ Freddy Imholz
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Name: Freddy Imholz
Title: Vice President
Commitment: Banks
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$ 13,500,000.00 THE SAKURA BANK, LIMITED
By: /s/ Akira Hara
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Name: Akira Hara
Title: General Manager
Retiring Bank
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THE CHASE MANHATTAN BANK, N.A.
By: /s/ Ellen L. Gertzog
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Name: Ellen L. Gertzog
Title: Vice President