Exhibit 10.20
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ELEVENTH AMENDMENT TO REVOLVING
CREDIT AND TERM LOAN AGREEMENT
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This Eleventh Amendment To Revolving Credit And Term Loan Agreement
("Eleventh Amendment") is made 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, and LICENSED LIFESTYLES, INC., a Nevada 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 THE FIRST NATIONAL BANK OF CHICAGO (formerly 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, certain of 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, certain of 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, certain of 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, certain of 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, certain of 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, certain of 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, certain of Banks and Agent entered into
that certain Seventh Amendment to Revolving Credit and Term Loan Agreement dated
December 31, 1996 ("Seventh Amendment"); and
WHEREAS, the Company, Guarantors and Banks entered into that certain Eighth
Amendment to Revolving Credit and Term Loan Agreement dated March 31, 1997
("Eighth Amendment"); and
WHEREAS, the Company, Guarantors and banks entered into that certain Ninth
Amendment to Revolving Credit and Term Loan Agreement dated September 30, 1997
("Ninth Amendment"); and
WHEREAS, the Company, Guarantors and Banks entered into that certain Tenth
Amendment to Revolving Credit and Term Loan Agreement dated December 31, 1997
("Tenth Amendment"); and
WHEREAS, the Company, Guarantors, certain of 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, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed by and among the
Company, Guarantors, Banks and Agent as follows:
1.
Section 9.05 of the Loan Agreement is amended to read as follows:
9.05. Limitation on Dividends, Acquisitions or 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
stock (other than stock dividends) or make any other distribution on
account of any class of its 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 stock at an aggregate purchase
price not to exceed $2,000,000 during the fiscal year ended June 30, 1999
and at an aggregate purchase price not to exceed $500,000 during each
fiscal year after the fiscal year ended June 30, 1999. 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.
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, the Sixth Amendment, the
Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth
Amendment and this Eleventh Amendment, the Loan Agreement is ratified and
confirmed and shall remain in full force and effect.
4.
This Eleventh 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 Eleventh Amendment,
including reasonable attorney's fees.
6.
This Eleventh 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 Eleventh 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 August 10, 1998.
TANDYCRAFTS, INC., a Delaware
corporation
By: /s/ James D. Allen
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James D. Allen, Executive
Vice President
COMPANY
SAV-ON, INC., a Texas corporation
By: /s/ Russell Price
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Russell Price, Secretary
DAVID JAMES MANUFACTURING,
INC., a Texas corporation
By: /s/ Russell Price
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Russell Price, Secretary
THE DEVELOPMENT ASSOCIATION,
INC., a Texas corporation
By: /s/ Russell Price
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Russell Price, Secretary
PLC LEATHER COMPANY,
a Nevada corporation
By: /s/ Russell Price
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Russell Price, Secretary
TANDYARTS, INC., a Nevada
corporation
By: /s/ Russell Price
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Russell Price, Secretary
LICENSED LIFESTYLES, INC. a Nevada corporation
(successor by merger to College Flags and
Manufacturing, Inc., a South Carolina
corporation)
By: /s/ Russell Price
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Russell Price, Secretary
GUARANTORS
WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
(formerly First Interstate Bank of Texas,
N.A.)
By: /s/ Susan Sheffield
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Susan Sheffield, Vice President
BANK ONE, TEXAS, N.A.
By: /s/ Michael Wilson
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Michael Wilson, Senior
Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Jenny Gilpin
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Jenny Gilpin, Vice President
BANKS