EXHIBIT 10.34
AMENDMENT NUMBER FOUR TO LOAN AGREEMENT
(TOWN & COUNTRY CORPORATION AND SUBSIDIARIES)
THIS AMENDMENT NUMBER FOUR TO LOAN AGREEMENT (this "Amendment"), dated as
of July 25, 1994, is entered into between Town & Country Corporation, a
Massachusetts corporation, Town & Country Fine Jewelry Group, Inc., a
Massachusetts corporation, Gold Lance, Inc., a Massachusetts corporation, L.G.
Balfour Company, Inc., a Delaware corporation (which aforesaid corporations,
individually and collectively, jointly and severally, and together with their
successors and assigns, are herein referred to as "Borrower"), and Foothill
Capital Corporation, a California corporation ("Foothill"), in light of the
following:
WHEREAS, Borrower and Foothill are parties to that certain Loan Agreement
dated as of May 14, 1993 (as from time to time amended, modified, supplemented,
renewed, extended, or restated, the "Loan Agreement"); and
WHEREAS, Borrower has requested that certain provisions of the Loan
Agreement be amended, and Foothill has agreed to amend such provisions in
accordance with the terms hereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants,
conditions, and provisions as hereinafter set forth, the parties hereto agree as
follows:
1. Initially capitalized terms used herein have the meanings defined in the
Loan Agreement unless otherwise defined herein.
2. Effective August 19, 1994, the address of the chief executive office of
Balfour in the preamble to the Loan Agreement is amended to read as follows:
"15 John Dietsch Boulevard, P.O. Box 1999, North Attleborough,
MA 02763"
The foregoing address is hereinafter referred to as the "New
Balfour Address."
3. Schedule E-1 to the Loan Agreement hereby is amended to add
the New Balfour Address as an additional location of Eligible
Inventory of Balfour. Schedule 6.15A to the Loan Agreement
hereby is amended to add the New Balfour Address as an additional location of
Inventory and Equipment of Balfour. Schedule 6.15B to the Loan Agreement hereby
is amended to add the New Balfour Address as an additional location of Balfour
as to which a landlord's waiver is required.
4. To the extent that Balfour's relocation to the New Balfour Address
without prior written notice to Foothill, and without prior delivery to Foothill
of additional financing statements and an additional landlord's waiver, breached
or may breach provisions of the Loan Documents (including, without limitation,
Sections 5.4, 5.6, and 6.15 of the Loan Agreement, and comparable provisions of
the Balfour Security Agreement), Foothill waives any such breaches, provided
that Foothill does not waive the right to receive additional financing
statements with respect to the personal property and fixtures located at the New
Balfour Address, and a landlord's waiver from the landlord of the New Balfour
Address, and Borrower hereby agrees to provide same, or cause same to be
provided, to Foothill, in form satisfactory to Foothill, promptly and in any
event no later than August 31, 1994.
5. Borrower hereby represents and warrants to Foothill as
follows:
(a) The execution, delivery, and performance by Borrower of this
Amendment have been duly authorized by all necessary corporate and other action
and do not and will not require any registration with, consent or approval of,
or notice to or action by, any Person in order to be effective and enforceable.
(b) The Loan Agreement, as amended by this Amendment, constitutes the
legal, valid, and binding obligation of Borrower, enforceable against Borrower
in accordance with its terms, without defense, counterclaim, or offset.
6. Foothill and Borrower also agree that:
(a) Except as herein expressly amended, all terms, covenants and
provisions of the Loan Agreement are and shall remain in full force and effect
and all references therein to the Loan Agreement shall henceforth refer to the
Loan Agreement as amended by this Amendment. This Amendment shall be deemed
incorporated into, and a part of, the Loan Agreement.
(b) This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of California.
(c) This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, and all such counterparts together shall
constitute but one and the same instrument. This Amendment shall become
effective when each party has executed and delivered a counterpart hereof.
(d) This Amendment, together with the Loan Agreement and the other
Loan Documents, contains the entire and exclusive agreement of the parties
hereto with reference to the matters discussed herein and therein. This
Amendment supersedes all prior drafts and communications with respect thereto.
This Amendment may not be amended except in writing executed by both of the
parties hereto.
(e) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Loan Agreement, respectively.
IN WITNESS HEREOF, this Amendment has been executed and delivered as of the
date first set forth of above.
TOWN & COUNTRY CORPORATION,
a Massachusetts corporation
By__/s/ Francis X. Correra_____________
Its_Sr. Vice President & CFO_ _________
TOWN & COUNTRY FINE JEWELRY GROUP, INC.,
a Massachusetts corporation
By__/s/ Francis X. Correra_____________
Its_Treasurer, Director & V.P._________
GOLD LANCE, INC.,
a Massachusetts corporation
By__/s/ Francis X. Correra_____________
Its_Treasurer & Director_______________
L.G. BALFOUR COMPANY, INC.,
a Delaware corporation
By__/s/ Francis X. Correra_____________
Its_Exec. V.P., & Treasurer, Director__
FOOTHILL CAPITAL CORPORATION,
a California corporation
By__/s/ __________________
Its_ ___________
BPHLA\JST\0266888.02