EXHIBIT 10.11
THIRD AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
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This Third Amendment to Revolving Credit and Term Loan Agreement
("Third Amendment") is made by and among TANDYCRAFTS, INC., a Delaware
corporation ("Company"), CASUAL CONCEPTS, INC., a Texas corporation, THE
DEVELOPMENT ASSOCIATION, INC., a Texas corporation, SAV-ON, INC., a
Texas corporation, NOCONA BELT COMPANY, a Texas corporation, J-MAR
ASSOCIATES, INC., a Texas corporation, DAVID JAMES MANUFACTURING, INC.,
a Texas corporation, BRAND NAME APPAREL, INC., a Texas corporation, ART
IMAGE, INC., a California corporation, PLC LEATHER COMPANY, a Nevada
corporation, TANDYARTS, INC., a Nevada corporation, COLLEGE FLAGS AND
MANUFACTURING, INC., a South Carolina corporation, LORD'S VINEYARD,
INC., a Colorado corporation (hereinafter collectively referred to as
the "Guarantors"), and FIRST INTERSTATE BANK OF TEXAS, N.A., THE DAIWA
BANK, LTD., and NBD BANK, N.A. (collectively, the "Banks") and FIRST
INTERSTATE BANK OF TEXAS, N. A., as agent for the Banks ("Agent"); and
WHEREAS, the Company, certain of Guarantors and Agent entered into
that certain Revolving Credit and Term Loan Agreement dated September
29, 1993 (the "Loan Agreement"); and
WHEREAS, the Company, certain of Guarantors, Banks and Agent
entered into that certain First Amendment to Revolving Credit and Term
Loan Agreement dated December 3, 1993; and
WHEREAS, the Company, the Guarantors, Banks and Agent entered into
that certain Second Amendment To Revolving Credit and Term Loan
Agreement dated September 26, 1994; and
WHEREAS, the Company, Guarantors, Banks and Agent desire to amend
the Loan Agreement in certain respects; and
WHEREAS, capitalized terms used herein shall have the meaning
assigned to them in the Loan Agreement unless the context otherwise
requires or provides.
NOW, THEREFORE, it is agreed by and among the Company, Guarantors,
Banks and Agent as follows:
1.
Section 9.02 of the Loan Agreement is amended to read in its
entirety as follows:
9.02. Indebtedness To Consolidated Tangible Net Worth. Permit
the ratio of the sum of its Consolidated Indebtedness to its
Consolidated Tangible Net Worth to be greater than 2.75 to 1.0 on
December 31,1994 or to be greater than 2.5 to 1.0 on or after March
31, 1995.
2.
By their execution hereof, each of the Guarantors ratify and
confirm the terms of the Guaranty Agreement dated August 17, 1994, agree
that the Guaranty Agreement shall remain in full force and effect and
unconditionally agree that the Guaranty Agreement is enforceable against
each of them in accordance with its terms.
3.
Except as amended by the First Amendment, the Second Amendment and
this Third Amendment, the Loan Agreement is ratified and confirmed and
shall remain in full force and effect.
4.
This Third Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.
5.
Company agrees to pay all expenses incurred by Agent and Banks in
connection with the negotiation and preparation of this Third Amendment,
including reasonable attorney's fees.
6.
This Third Amendment may be executed in any number of multiple
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.
7.
Banks, Company, and Guarantors agree to be bound by the current
Arbitration Program of Agent which is incorporated by reference herein
and is acknowledged as received by the parties pursuant to which any and
all disputes shall be resolved by mandatory binding arbitration upon the
request of any party.
8.
This Third Amendment shall be binding upon and inure to the benefit
of the parties and their respective successors and assigns.
9.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG 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 AMONG THE PARTIES.
Executed to be effective as of December 31, 1994.
TANDYCRAFTS, INC., a Delaware corporation
By: /s/ Jerry L. Roy
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Jerry L. Roy, President
COMPANY
CASUAL CONCEPTS, INC., a Texas
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
SAV-ON, INC., a Texas corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
NOCONA BELT COMPANY, a Texas
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
J-MAR ASSOCIATES, INC., a Texas
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
DAVID JAMES MANUFACTURING, INC., a Texas
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
BRAND NAME APPAREL, INC., a Texas
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
THE DEVELOPMENT ASSOCIATION, INC., a Texas
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
ART IMAGE, INC., a California corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
PLC LEATHER COMPANY, a Nevada corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
TANDYARTS, INC., a Nevada corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
COLLEGE FLAGS AND MANUFACTURING, INC., a
South Carolina corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
LORD'S VINEYARD, INC., a Colorado
corporation
By: /s/ Michael J. Walsh
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Michael J. Walsh, Vice President
GUARANTORS
FIRST INTERSTATE BANK OF TEXAS, N.A.
By: /s/ Steve Wood
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Steve Wood, Senior Vice President
By: /s/Todd Robichaux
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Todd Robichaux, Vice President
THE DAIWA BANK, LTD.
By: /s/ James T. Wang
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James T. Wang, Vice President
By: /s/ Kirk L. Stites
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Kirk L. Stites, Vice President
NBD BANK, N.A.
By: /s/ James D. Heinz
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James D. Heinz, Vice President
BANKS