EXHIBIT 4g
THIRD AMENDMENT
TO
REVOLVING CREDIT AGREEMENT (FACILITY A)
THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (FACILITY A)
(this "Amendment") dated as of June 28, 1996 is among TANDY
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CORPORATION, a Delaware corporation (the "Company"), the Retiring Bank
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(as defined below), and 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
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COMMERCE BANK NATIONAL ASSOCIATION, as agent (in such 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"), the Retiring Bank and the Agent entered into a Revolving
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Credit Agreement (Facility A) (the "Original Credit Agreement") dated
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as of May 27, 1994.
(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 A) ("First Amendment") dated as of May 26, 1995
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modifying the Original Credit Agreement by inter alia adding CITICORP
USA, INC. ("Citicorp"), and COMMERZBANK AKTIENGELLSCHAFT, ATLANTA
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AGENCY ("Commerzbank"), as Banks under the Credit Agreement, retiring
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Barclays as a Bank thereunder, modifying the Commitment amount for each
Bank and amending the definition of "Maturity Date".
(c) The Company, certain of the Banks, the Retiring Bank, and the
Agent entered into the Second Amendment to Revolving Credit Agreement
(Facility A) (the "Second Amendment") dated as of May 24, 1996
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modifying the Original Credit Agreement, as amended by the First
Amendment, by further amending the definition of Maturity Date (the
Original Credit Agreement as amended by the First Amendment and the
Second Amendment being the "Credit Agreement").
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(d) There are no outstanding loan balances or any advances owed
by the Company to any of the Banks pursuant to the Credit Agreement.
(e) The Company has requested certain provisions of the Credit
Agreement be amended, and that each of the Banks have a Commitment
equal to the amount shown opposite its signature on the signature
pages hereof.
(f) 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.
(g) 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, .07%.".
"'Applicable Margin' means, on any date, with respect to Eurodollar
Loans, .23%; Certificate of Deposit Loans, .355%; and Alternate Base
Rate Loans, 0%.".
"'Maturity Date' means June 26, 1997, 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.
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Section 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
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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 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 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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$ 14,000,000.00 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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$ 14,000,000.00 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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$ 9,000,000.00 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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$ 9,000,000.00 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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$ 14,000,000.00 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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$ 9,000,000.00 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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$ 9,000,000.00 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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$ 14,000,000.00 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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$ 9,000,000.00 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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$ 14,000,000.00 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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$ 9,000,000.00 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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$ 9,000,000.00 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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$ 17,000,000.00 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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$ 9,000,000.00 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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$ 14,000,000.00 CITICORP USA, INC.
By: /s/ Marjorie Futornick
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Name: Marjorie Futornick
Title: Vice President
Commitment: Banks
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$ 9,000,000.00 COMMERZBANK, AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ A. Bremer
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Name: A. 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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$ 9,000,000.00 UNION BANK OF SWITZERLAND
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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$ 9,000,000.00 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