SIXTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
------------------------------
This Sixth Amendment to Revolving Credit and Term Loan Agreement ("Sixth
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, DAVID JAMES MANUFACTURING, INC., a
Texas corporation, BRAND NAME APPAREL, INC., a Texas corporation, PLC LEATHER
COMPANY, a Nevada corporation, TANDYARTS, INC., a Nevada corporation, and
COLLEGE FLAGS AND MANUFACTURING, INC., a South Carolina corporation,
(hereinafter collectively referred to as the "Guarantors"), and WELLS FARGO BANK
(TEXAS), NATIONAL ASSOCIATION (formerly First Interstate Bank of Texas, N.A.),
THE SUMITOMO BANK, LTD., CHICAGO BRANCH and NBD BANK (collectively, the "Banks")
and WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION, 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 entered into that certain
Third Amendment to Revolving Credit and Term Loan Agreement dated December 31,
1994; and
WHEREAS, the Company, Guarantors, Banks and Agent entered into that certain
Fourth Amendment to Revolving Credit and Term Loan Agreement dated July 6, 1995;
and
WHEREAS, the Company, Guarantors, Banks and Agent entered into that certain
Fifth Amendment to Revolving Credit and Term Loan Agreement dated December 31,
1995; 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.
The Total Commitment shall be reduced to fifty million dollars
($50,000,000) and Exhibit A of the Loan Agreement shall be amended to read in
the form attached hereto effective as of January 2, 1997.
2.
Company and Guarantors warrant and represent to Banks that no Event of
Default exists. 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, the Third
Amendment, the Fourth Amendment, the Fifth Amendment and this Sixth Amendment,
the Loan Agreement is ratified and confirmed and shall remain in full force and
effect.
4.
This Sixth 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 Sixth Amendment,
including reasonable attorney's fees.
6.
This Sixth 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 Sixth 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 October 31, 1996.
TANDYCRAFTS, INC., a Delaware
corporation
By:
---------------------------
Michael J. Walsh, President
COMPANY
CASUAL CONCEPTS, INC., a Texas
corporation
By:
---------------------------
Russell Price, Secretary
SAV-ON, INC., a Texas corporation
By:
---------------------------
Russell Price, Secretary
NOCONA BELT COMPANY, a Texas
corporation
By:
---------------------------
Russell Price, Secretary
DAVID JAMES MANUFACTURING,
INC., a Texas corporation
By:
---------------------------
Russell Price, Secretary
BRAND NAME APPAREL, INC.
a Texas corporation
By:
---------------------------
Russell Price, Secretary
THE DEVELOPMENT ASSOCIATION,
INC., a Texas corporation
By:
---------------------------
Russell Price, Secretary
PLC LEATHER COMPANY, a Nevada
corporation
By:
---------------------------
Russell Price, Secretary
TANDYARTS, INC., a Nevada
corporation
By:
---------------------------
Russell Price, Secretary
COLLEGE FLAGS AND
MANUFACTURING, INC.,
a South Carolina corporation,
By:
---------------------------
Russell Price, Secretary
GUARANTORS
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
(formerly First Interstate Bank of Texas, N.A.)
By:
---------------------------
Steve Wood, Senior Vice President
By:
---------------------------
John Peloubet, Vice President
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH
By:
---------------------------
Name:
---------------------------
Title:
---------------------------
By:
---------------------------
Name:
---------------------------
Title:
---------------------------
NBD BANK
By:
---------------------------
Name:
---------------------------
Title:
---------------------------
BANKS
EXHIBIT A
---------
Commitment
Percentage
Banks Commitment (Rounded)
- ------- ---------- ----------
Wells Fargo Bank (Texas),
National Association $25,000,000 50%
The Sumitomo Bank, Ltd., $12,500,000 25%
Chicago Branch
NBD Bank, N.A. $12,500,000 25%
----------- ----
Total Commitment $50,000,000 100%
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