SEVENTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
------------------------------
This Seventh 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, 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.), BANK ONE TEXAS, N.A. 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 ("First Amendment"); 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 ("Second Amendment"); 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 ("Third Amendment"); 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
("Fourth Amendment"); 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 ("Fifth Amendment"); and
WHEREAS, the Company, Guarantors, Banks and Agent entered into that certain
Sixth Amendment to Revolving Credit and Term Loan Agreement dated October 31,
1996 ("Sixth Amendment"); 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 1.25 and Section 1.77 of the Loan Agreement are amended to read in
their entirety as follows:
1.25 "EBITDA" shall mean for any period, the sum of Consolidated Net
Income (excluding extraordinary gains and losses) and income taxes, Non-
Cash Charges and interest expense deducted in calculating such Consolidated
Net Income during such period.
***
1.77 "Termination Date" shall mean October 31, 1998.
2.
The following definitions are added to Article I of the Loan Agreement:
"Funded Debt EBITDA Ratio" shall mean the ratio of Senior Funded Debt
to EBITDA.
"Applicable Margin" shall mean the percentage set forth below
determined by reference to the Funded Debt EBITDA Ratio in effect from time
to time:
Funded Debt Adjusted InterBank Unused
EBITDA Ration Rate Fee
------------- ---- -----
< 2.5 .75 .225
2.5 to 3.0 .875 .25
3.0 to 3.5 1.00 .25
3.5 to 4.0 1.25 .25
4.0 to 4.5 1.75 .375
4.5 to 4.75 2.25 .50
3.
The Total Commitment shall be reduced to fifty-five million dollars
($55,000,000) and Exhibit A of the Loan Agreement shall be amended to read in
the form attached hereto as Exhibit A-1 effective as of January 2, 1997. The
Total Commitment shall be reduced to $50,000,000 and Exhibit A of the Loan
Agreement shall be amended to read in its entirety as in the form attached
hereto as Exhibit A-2 effective May 1, 1997.
4.
Section 2.03 of the Loan Agreement is amended to read as follows:
2.03. Interest Rate. The unpaid principal of each
Floating Prime Advance shall bear interest from the date of
advance until paid at a rate per annum which shall from day
to day be equal to the lesser of: (a) the Floating Prime
Rate in effect from day to day or (b) the Maximum Rate. The
unpaid principal of each Eurodollar Advance shall bear
interest from the date of advance until paid at a rate per
annum which shall be equal to the lesser of (a) the sum of
the Adjusted InterBank Rate for the applicable Interest
Period, plus the Applicable Margin determined as of the end
of the immediately preceding quarter or (b) the Maximum
Rate. All past due principal of, and to the extent
permitted by applicable law, interest on the Notes shall
bear interest at the Past Due Rate. Notwithstanding the
foregoing, the unpaid principal balance of the Notes shall
bear interest as provided in Section 4.05(c) hereof, upon
the occurrence of the circumstances described in such
section.
5.
A new Section 2.07 of the Loan Agreement is added to the Loan Agreement
which shall read in its entirety as follows:
2.07 Unused Fee. In addition to the payments provided
for in Article IV hereof, Company shall pay to Agent, for
the account of each Bank, on the first day of each fiscal
quarter of Company, a revolving credit loan commitment fee
at the rate per annum equal to the Applicable Margin
determined as of the beginning of such fiscal quarter of
Company (calculated on the basis of a year consisting of 360
days) on the average daily amount of such Bank's Commitment
which was unused during the immediately preceding fiscal
quarter of Company.
6.
Section 8.19 of the Loan Agreement is amended to read in its entirety as
follows:
8.19 Pledge of Stock. Company agrees to promptly pledge to
Agent for the benefit of Banks all of the capital stock of its
Subsidiaries in the event of the occurrence of any of the following on
or after March 31, 1996: (1) the Funded Debt EBITDA Ratio is at any
time greater than 4.5 to 1.0 prior to May 1, 1997 or is greater than
4.0 to 1.0 on or after May 1, 1997, (2) Company's Account Payable
Turndays is greater than forty-five (45) days, or (3) Company fails to
comply with Section 9.17 of this Loan Agreement at any time on or
after June 30, 1996.
7.
Section 9.03, Section 9.05 and Section 9.07 of the Loan Agreement are
amended to read in their entirety as follows:
9.03 "Funded Debt to EBITDA. Permit the ratio of Funded Debt to
EBITDA to be greater than 4.75 to 1.0 prior to May 1, 1997 or greater
than 4.5 to 1.0 thereafter.
***
9.05 Limitation on Dividends, Acquisition of Stock and
Restricted Investments. Company covenants that it will not, and will
not permit any of its Subsidiaries to, pay or declare any dividend on
any class of its capital stock (other than stock dividends) or make
any other distribution on account of any class of its capital stock
(other than dividends or distributions payable solely in shares of its
stock) or redeem, purchase or otherwise acquire, directly or
indirectly, any shares of its stock (all of the foregoing being herein
called "Restricted Payments"): provided, however, Company shall be
entitled to redeem its capital stock at an aggregate purchase price
not to exceed five hundred thousand ($500,000) during any fiscal year
of Company. Notwithstanding the foregoing, no Restricted Payments
shall be made unless, after giving effect thereto, no Event of Default
shall have occurred and be continuing. There shall not be included in
the limitation on Restricted Payments any dividends paid by any
Subsidiary of Company (a) to its corporate parent which is also a
Subsidiary of the Company, or (b) to the Company.
***
9.07 Limitation on Acquisitions. Acquire or commit or agree to
acquire the stock or business of any Person.
8.
The interest rate on the unpaid principal amount of outstanding Advances
shall be adjusted to the interest rate which would be applicable if each such
Advance were made on the effective date of this Seventh Amendment.
9.
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.
10.
Except as amended by the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and
this Seventh Amendment, the Loan Agreement is ratified and confirmed and shall
remain in full force and effect.
11.
This Seventh Amendment shall be governed by and construed in accordance
with the laws of the State of Texas.
12.
Company agrees to pay all expenses incurred by Agent and Banks in
connection with the negotiation and preparation of this Seventh Amendment,
including reasonable attorney's fees.
13.
This Seventh 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.
14.
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.
15.
This Seventh Amendment shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.
16.
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, 1996.
TANDYCRAFTS, INC., a Delaware
corporation
By:
-------------------------
James D. Allen, Executive
Vice President
COMPANY
CASUAL CONCEPTS, INC., a Texas
corporation
By:
-------------------------
Russell Price, Secretary
SAV-ON, INC., 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
BANK ONE, N.A.
By:
-------------------------
Michael D. Palmer, Senior
Vice President
NBD BANK
By:
-------------------------
William J. McCaffrey, Assistant
Vice President
BANKS
EXHIBIT A-1
-----------
Commitment
Percentage
Banks Commitment (Rounded)
- ----- ---------- ------------
Wells Fargo Bank (Texas),
National Association $27,500,000 50%
Bank One, Texas N.A. $13,750,000 25%
NBD Bank, N.A. $13,750,000 25%
----------- ---
Total Commitment $55,000,000 100%
=========== ===
EXHIBIT A-2
-----------
Commitment
Percentage
Banks Commitment (Rounded)
- ----- ---------- ------------
Wells Fargo Bank (Texas),
National Association $25,000,000 50%
Bank One, Texas N.A. $12,500,000 25%
NBD Bank, N.A. $12,500,000 25%
----------- ---
Total Commitment $50,000,000 100%
=========== ===