SECOND AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
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This Second Amendment to Amended and Restated Revolving Credit Agreement
(this "Amendment") is made and entered into to be effective for all purposes as
of March 30, 2000, by and among TANDYCRAFTS, INC., a Delaware corporation
("Company"), THE DEVELOPMENT ASSOCIATION, INC., a Texas corporation, SAV-ON,
INC., a Texas corporation, DAVID JAMES MANUFACTURING, INC., a Texas corporation,
PLC LEATHER COMPANY, a Nevada corporation, TANDYARTS, INC., a Nevada
corporation, LICENSED LIFESTYLES, INC., a Nevada corporation, TANDY LEATHER
DEALER, INC., a Texas corporation, TLC DIRECT, INC, a Texas corporation, CARGO
FURNITURE, INC., a Nevada corporation, TANDYCRAFTS DE MEXICO, S.A. DE C.V., a
Mexican corporation, TAC HOLDINGS, INC., a Delaware corporation, and CASUAL
CONCEPTS HOLDINGS, INC., a Delaware corporation (collectively the "Guarantors"),
and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION and BANK ONE, TEXAS, NATIONAL
ASSOCIATION (collectively, the "Banks") and WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION, as agent for the Banks ("Agent").
RECITALS:
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A. Company, Guarantors, Banks and Agent have previously executed that
certain Amended and Restated Revolving Credit Agreement dated October 29, 1999,
(the "Loan Agreement").
B. Company, Guarantors, Bank and Agent have previously executed that
certain First Amendment to Amended and Restated Revolving Credit Agreement dated
February 14, 2000.
C. Company and Guarantors have requested that Agent and Banks agree to
amend certain covenants in the Loan Agreement, and Agent and Banks are willing
to do so provided that, among other things, the Loan Agreement is amended as
herein provided.
D. The parties to this Amendment desire to modify and amend the Loan
Agreement as hereinafter set forth and to enter into this Amendment.
AGREEMENT:
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NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to all terms, conditions, and covenants herein set
forth, Company, Guarantors, Banks and Agent hereby covenant and agree as
follows:
1. Amendments. The Loan Agreement is hereby amended as follows:
A) Section 2.01(b) of the Loan Agreement is amended to read as follows:
(b) Optional and Mandatory Reduction of Commitment. Company shall have
the right, upon three (3) Business Days' prior written notice to Agent, to
terminate or permanently reduce the unborrowed portion of the Total Commitment,
in whole or in part (provided any partial reduction shall be in a minimum amount
of $1,000,000.00 or any integral multiple thereof), effective on the first day
of any calendar month hereafter. Effective September 30, 2000, the Total
Commitment automatically shall reduce to an amount not to exceed $40,000,000.00.
In addition, the application of net proceeds generated by the Company's sale of
Sav-On, Inc. (as described in Section 7.17(c)) shall permanently reduce the
Total Commitment by the amount of such net sales proceeds. Each partial
reduction of the Total Commitment shall ratably reduce each Bank's Commitment.
B) Section 5.01(r) of the Loan Agreement is hereby amended to read as
follows:
(r) Landlord's Lien Subordination Agreements. On or before April 30,
2000, Landlord's Lien Subordination Agreements, dated on or after the Closing
Date but no later than April 30, 2000, duly executed by the landlord under each
lease of real property where Collateral is located.
C) Section 8.12 of the Loan Agreement is hereby amended by deleting the
period following the word "business" at the end of the paragraph, inserting a
coma, and adding the following new letter (e) to read as follows:
(e) any Guaranty made for the benefit of Cargo Furniture, Inc., in an
amount not to exceed $200,000.00 in the aggregate, required to be provided to
ensure the timely delivery of merchandise manufactured by a U.S. supplier.
2. Conditions Precedent. The obligation of Agent and Banks to enter into this
Amendment is subject to the performance of each of the following conditions
precedent:
(a) Resolutions. Agent and Banks shall have received corporate
resolutions of the Board of Directors of Company, certified by the Secretary of
Company, which resolutions authorize the execution, delivery and performance by
Company of this Amendment and each other Loan Document. Included in such
resolutions or by separate document, Agent and Banks shall receive a certificate
of incumbency certified by the Secretary of Company certifying the names of each
officer authorized to execute this Amendment and any other Loan Document,
together with specimen signatures of such officers.
(b) Additional Papers. Company and Guarantors shall have delivered to
Agent and Banks such other documents, records, instruments, papers, opinions,
and reports, as shall have been requested by Agent and Banks, to evidence the
status or organization or authority of Company and of Guarantors or to evidence
the payment or the securing of the Obligation, all in form satisfactory to Agent
and Banks and their counsel.
(c) Proceedings. All proceedings of Company and of Guarantors in
connection with the transactions contemplated by this Amendment and all
documents incident thereto shall be satisfactory in form and substance to Agent
and Banks and their counsel; and Agent and Banks shall have received copies of
all documents or other evidence which Agent and Banks or their counsel may
reasonably request in connection with said transactions and copies of records
and all proceedings in connection therewith, all in form and substance
satisfactory to Agent and Banks and their counsel.
(d) Payment of Expenses. Company shall have reimbursed Agent and Banks
for all attorneys' fees of Agent's and/or Banks' outside legal counsel incurred
to the date of this Amendment in connection with the negotiation, preparation,
execution, delivery, and interpretation of the Loan Agreement, the other Loan
Documents, this Amendment, and any and all amendments, modifications and
supplements thereof or thereto.
3. Definitions. All capitalized terms used in this Amendment which are not
otherwise defined in this Amendment shall have the same meaning as given to such
terms in the Loan Agreement.
4. Representations and Warranties. Company represents and warrants to Agent
and Banks that (a) all of the representations and warranties contained in the
Loan Agreement, the Collateral Documents, and all instruments and documents
executed pursuant thereto or contemplated thereby are true and correct in all
material respects on and as of the date of this Amendment, (b) the execution,
delivery and performance of this Amendment and any and all other documents
executed and/or delivered in connection herewith have been authorized by all
requisite action on the part of Company and Guarantors, (c) no Event of Default
exists under the Loan Agreement and there are no defenses, counterclaims or
offsets to any of the Notes or any of the Collateral Documents, and (d) no
change has occurred, either in any case or in the aggregate, in the condition,
financial or otherwise, of Company or any Guarantor or with respect to Company's
or any Guarantor's assets or properties from the facts represented in the Loan
Agreement or any Collateral Document which would have a material adverse effect
on the financial condition, business, or assets of Company or any Guarantor.
5. Survival of Representations, Warranties and Covenants. All
representations, warranties and covenants made in this Amendment or in any other
document furnished in connection with this Amendment shall survive the execution
and delivery of this Amendment, and no investigation by Agent or any Bank or any
closing shall affect such representations, warranties and covenants or the right
of Agent and Banks to rely upon them.
6. References to Loan Agreement and Notes. The Loan Agreement and any and all
other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Loan
Agreement, as amended hereby, are hereby amended so that any reference therein
to the Loan Agreement shall mean a reference to the Loan Agreement as amended
hereby.
7. Further Assurances. Company and Guarantors agree that at any time and from
time to time, upon the request of Agent and/or Banks, Company and Guarantors
will execute and deliver such further documents and do such further acts and
things as Agent and/or Banks may reasonably request in order to fully effect the
purposes of this Amendment and to provide for the payment of the Obligation.
8. Acknowledgment. Company and Guarantors ratify and confirm that the Loan
Agreement as amended hereby, the Notes, the Collateral Documents and the other
Loan Documents are and remain in full force and effect in accordance with their
respective terms, that the Collateral Documents secure the payment of the
Obligation, that the collateral described in the Collateral Documents is
unimpaired by this Amendment, and that the collateral described in the
Collateral Documents is security for the payment and performance in full of the
Obligation. By executing this Amendment, Company and Guarantors acknowledge and
agree that the Loan Agreement is and shall continue to be in full force and
effect and is and shall continue to be the legal, valid and binding obligation
of Company and Guarantors enforceable against Company and Guarantors in
accordance with its terms. The undersigned officers of Company and of
Guarantors executing this Amendment represent and warrant that they have full
power and authority to execute and deliver this Amendment on behalf of Company
and of Guarantors, that such execution and delivery has been duly authorized by
the Board of Directors of Company and each Guarantor, and that the resolutions
of Company and of Guarantors previously delivered to Agent and Banks in
connection with the execution and delivery of the Loan Agreement are and remain
in full force and effect and have not been altered, amended or repealed in any
manner.
9. Existing Loan Documents. Except as amended and modified by this Amendment,
the Loan Agreement, the Notes, the Collateral Documents and all other Loan
Documents shall remain in full force and effect in accordance with the terms and
provisions thereof. Any reference in any of the Loan Documents to the "Amended
and Restated Revolving Credit Agreement" shall be deemed to be references to the
Loan Agreement as amended hereby through the date hereof. In the event of any
conflict between this Amendment and the Loan Agreement, this Amendment shall
control and the Loan Agreement shall be construed accordingly.
10. Counterparts. This Amendment has been executed in a number of identical
counterparts, each of which constitutes an original and all of which constitute,
collectively, one agreement; but in making proof of this Amendment, it shall not
be necessary to produce or account for more than one such counterpart.
11. Severability. In the event any one or more of the provisions contained in
the Loan Agreement or this Amendment should be held to be invalid, illegal or
unenforceable in any respect, the validity, enforceability and legality of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby, and shall be enforceable in accordance with their
respective terms.
12. Expenses. Company shall pay all reasonable costs incurred (whether by
Agent, Banks, Company, any Guarantor or otherwise) in connection with the
preparation, execution, and consummation of this Amendment and the consummation
of all transactions contemplated by this Amendment.
13. Applicable Law. THIS AMENDMENT AND ALL OTHER DOCUMENTS EXECUTED PURSUANT
HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN FORT WORTH,
TARRANT COUNTY, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF TEXAS.
14. Successors and Assigns. This Amendment is binding upon and shall inure to
the benefit of Agent, Banks, Company and Guarantors and their respective
successors and assigns, except neither Company nor any Guarantor may assign or
transfer any of its rights or obligations hereunder without the prior written
consent of Agent and Banks.
15. Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only and shall not affect the interpretation of this
Amendment.
16. No Oral Agreements. Pursuant to Section 26.02 of the Texas Business and
Commerce Code the following notice is given:
THIS WRITTEN AMENDMENT AND THE OTHER LOAN DOCUMENTS 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, Company, Guarantors, Agent, and Banks, by and through
their respective duly authorized officers or representatives, have caused this
Amendment to be executed and delivered as of the date first above written.
COMPANY: TANDYCRAFTS, INC., a Delaware corporation
By:/s/ Leo C. Taylor
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Name: Leo C. Taylor
Title: Senior Vice President of Finance
GUARANTORS: THE DEVELOPMENT ASSOCIATION, INC.,
a Texas corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
SAV-ON, INC., a Texas corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
DAVID JAMES MANUFACTURING, INC.,
a Texas corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
PLC LEATHER COMPANY, a Nevada corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
TANDYARTS, INC., a Nevada corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
LICENSED LIFESTYLES, INC.,
a Nevada corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
TANDY LEATHER DEALER, INC.,
a Texas corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
TLC DIRECT, INC., a Texas corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
CARGO FURNITURE, INC., a Nevada corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
TANDYCRAFTS DE MEXICO, S.A. DE C.V.,
a Mexican corporation
By:/s/ Russell L. Price
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Name: Russell L. Price
Title: Secretary
TAC HOLDINGS, INC., a Delaware corporation
By:/s/ Brenda Barnes
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Name: Brenda Barnes
Title: President
CASUAL CONCEPTS HOLDINGS, INC.,
a Delaware corporation
By:/s/ Lisa Thornton
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Name: Lisa Thornton
Title: President
BANKS: WELLS FARGO BANK (TEXAS), NATIONAL
ASSOCIATION
By:/s/ Roger Fruendt
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Name: Roger Fruendt
Title: Vice President
BANK ONE, TEXAS, NATIONAL ASSOCIATION
By:/s/ J. Michael Wilson
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Name: J. Michael Wilson
Title: Senior Vice President
AGENT: WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By:/s/ Roger Fruendt
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Name: Roger Fruendt
Title: Vice President