EXHIBIT 10.1
AMENDMENT NUMBER ONE TO LOAN AGREEMENT
(TOWN & COUNTRY CORPORATION AND
SUBSIDIARIES)
THIS AMENDMENT NUMBER ONE TO LOAN AGREEMENT (this "Amendment"), dated as of
October 31, 1996, 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 July 3, 1996 (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. Section 6.13 of the Loan Agreement hereby is deleted in its entirety and
the following hereby is substituted in lieu thereof:
6.13 FINANCIAL COVENANTS. Borrower shall maintain:
(a) Current Ratio. A ratio of Consolidated Current Assets divided by
Consolidated Current Liabilities of at least one and three-quarters to one
(1.75:1.00), measured on a fiscal quarter basis; provided, however, that
Borrower need only maintain such a ratio of at least one and three-tenths to one
(1.3:1.0) for the fiscal quarter ending November 24, 1996 and of at least one
and three-tenths to one (1.3:1.0) for the fiscal quarter ending February 23,
1997.
(b) Consolidated Tangible Net Worth. Consolidated Tangible Net Worth of at
least Forty-Eight Million Dollars ($48,000,000) measured on a fiscal quarter
basis; provided, however, that Borrower need only maintain Consolidated Tangible
Net Worth of at least Six Million Eight Hundred Thousand Dollars ($6,800,000 for
the fiscal quarter ending November 24, 1996 and of at least Two Million
Ninety-Three Thousand Dollars ($2,093,000 for the fiscal quarter ending February
23, 1997.
(c) Working Capital. Working Capital of not less than Seventy Five Million
Dollars ($75,000,000), measured on a fiscal quarter basis; provided, however,
that Borrower need only maintain Working Capital of not less than Thirty Four
Million Dollars ($34,000,000) for the fiscal quarter ending November 24, 1996
and of not less than Twenty Nine Million Six Hundred Thousand Dollars
($29,600,000) for the fiscal quarter ending February 23, 1997.
(d) Consolidated Interest Coverage Ratio. A Consolidated Interest Coverage
Ratio of not less than three-quarters to one (.75:1.0), measured on a fiscal
quarter basis (for the purposes hereof, the Consolidated Interest Coverage Ratio
will be calculated based upon the most recently completed twelve (12) month
period; provided, however, that Borrower need only maintain such a ratio of not
less than fifteen one-hundredths to one (0.15:1.0) for the fiscal quarter ending
November 24, 1996 and of not less than fifteen one-hundredths to one (0.15:1.0)
for the fiscal quarter ending February 23, 1997 without regard to the
restructuring charge, totaling Thirty Nine Million, Seven Hundred Ninety Two
Thousand ($39,792,000) taken at the second quarter ending August 25, 1996.
(e) Consolidated Total Senior Liabilities to Consolidated Tangible Capital
Base. A ratio of Consolidated Total Senior Liabilities divided by Consolidated
Tangible Capital Base of not more than nine tenths to one (.90:1.0), measured on
a fiscal quarter basis; provided, however, that Borrower need only maintain such
a ratio of not more than one and one-quarter to one (1.25:1.0) for the fiscal
quarter ending November 24, 1996 and of not more than one and five
onE-hundredths to one (1.05:1.0) for the fiscal quarter ending February 23,
1997.
(f) Consolidated Adjusted Total Senior Liabilities to Consolidated Capital
Base. A ratio of Consolidated Adjusted Total Senior Liabilities divided by
Consolidated Capital Base of not more than one and fifteen one-hundreds to one
(1.15:1.0), measured on a fiscal quarter basis; provided, however, that Borrower
need only maintain such a ration of not more than one and fifty-fifV
one-hundredths to one (1.55:1.0) for the fiscal quarter ending November 24, 1996
and of not more than one and forty-five one-hundredths to one (1.45:1.0) for the
fiscal quarter ending February 23, 1996.
(g) Consolidated Operating Income. Borrower shall not permits its
consolidated operating income to be less than negative One Million Seven Hundred
Thousand Dollars ($1,700,000) for the fiscal year ending February 23, 1997
(without regard to restructuring charge, totaling Thirty Nine Million Seven
Hundred Ninety Two Thousand ($39,792,000), taken at the second quarter ending
August 25, 1996) and to be less than Twelve Million Dollars ($12,000,000) for
any fiscal year of Borrower commencing with Borrower's fiscal year ending
February 23, 1998.
(h) Operating Income at Town & Country Fine Jewelry Group, Inc. Borrower
shall not permit Group's operating income to be less than Seven Hundred
Ninety-Two Thousand Dollars ($792,000) for the fiscal year ending February 23,
1997 (without regard to restructuring charge, totaling Thirty Nine Million Seven
Hundred Ninety Two Thousand ($39,792,000), taken at the second quarter ending
August 25, 1996) and to be less than Ten Million Three Hundred Thousand Dollars
($10,300,000) for any fiscal year of the Group commencing with Group's fiscal
year ending February 23, 1998.
(i) Operating Income at L. G. Balfour Company. Borrower shall not permit
Balfour's operating income to be less than Two Million Six Hundred Fifty
Thousand Dollars ($2,650,000) for the fiscal year ending February 23, 1997
(without regard to restructuring charge, totaling Thirty Nine Million Seven
Hundred Ninety Two Thousand ($39,792,000), taken at the second quarter ending
August 25, 1996) and to be less than Two Million Eight Hundred Thousand Dollars
($2,800,000) for any fiscal year of Balfour commencing with Balfour's fiscal
year ending February 23, 1998.
(j) Gross Profit at Town & Country Fine Jewelry Group, Inc. Borrower shall
not permit Group's gross profit to be less than Twenty Six Million One Hundred
Thousand Dollars ($26,100,000) for any fiscal year of Group commencing with
Group's fiscal year ending February 23, 1997 (without regard to restructuring
charge, totaling Thirty Nine Million Seven Hundred Ninety Two Thousand
($39,792,000), taken at the second quarter ending August 25, 1996).
With respect to the foregoing covenants, Foothill and Borrower agree that
Borrower has made a good faith estimate of the expenses incurred or to be
incurred relating to the restructuring of its Gold facility (which expenses are
estimated at $900,000) and the Pending Material Transaction (which expenses are
estimated at $1,100,000). Of such $2,000,000, T&C expensed $450,000 in its
fiscal year ended February 5, 1996. Borrower believes there should not be any
significant increase in these expenses, which therefore currently would be
expected to have an approximate $1,500,000 impact on its financial statements
for its fiscal year ending in 1997. Foothill agrees that up to, but not more
than, $2,000,000 of such expenses shall be disregarded for purposes of making
all financial covenant calculations that pertain to Borrower's fiscal year
ending February 23, 1997.
Should the pending Material Transaction be consummated with the consent of
Foothill, Borrower and Foothill will negotiate in good faith to reset the
foregoing covenants at reasonable levels within forty-five days following the
Pending Material Transaction Closing Date, taking into account the effect of the
consummation of the Pending Material Transaction.
3. Borrower has requested Foothill to consent to:
a. the sale by Borrower of its real property located at 45 County Street,
in Attleboro, Massachusetts pursuant to a purchase and sale reasonably
satisfactory to Foothill and the release of Foothill's lien thereon by Foothill
without recourse, representation, or warranty;
b. the sale by Borrower of its real property located at 50 County Street,
in Attleboro, Massachusetts pursuant to a purchase and sale reasonably
satisfactory to Foothill and the release of Foothill's lien thereon by Foothill
without recourse, representation, or warranty;
c. The sale by Borrower of its real property located at 2621 Lone Star
Drive, in Dallas, Texas pursuant to a purchase and sale reassonably
satisfactory to Foothill and the release of Foothill's lien thereon by Foothill
without recourse, representation, or warranty; and
d. The sale by Borrower of its real property located at 130 West 46th
Street, in New York, New York pursuant to a purchase and sale reasonably
satisfactory to Foothill and the release of Foothill's lien thereon by Foothill
without recourse, representation, or warranty;
and (the foregoing items 3.a., 3.b., 3.c., and 3.d are referred to herein,
collectively, as the "Designated Items"). Foothill hereby consents to the
Designated Items; provided that Borrower promptly shall pay to Foothill all net
cash proceeds of each of the Designated Items and pledge and deliver to Foothill
all Negotiable Collateral (and all associated endorsements or assignments,
executed in blank, in form and substance satisfactory to Foothill) in respect of
each of the Designated Items (including that certain Nonrecourse Purchase Money
Note, dated as of November __, 1996, made by Apple Core Hotels Corp. to the
order of Town & Country Fine Jewelry Group, Inc. in the original principal
amount of $1,460,000); it being understood that all such Negotiable Collateral
shall constitute Collateral, the release (if any) of which shall be governed by
the Loan Document.
Each of the consents to the Designated Items is limited to the specifics
hereof, shall not apply with respect to any facts or occurrences other than
those on which the applicable Designated Item is based, shall not excuse future
non-compliance with the Loan Agreement (as it may from time to time be amended),
including Section 6.13 thereof, and, except as expressly set forth herein, shall
not operate as a waiver or an amendment of any right, power or remedy of
Foothill, nor as a consent to any further or other matter, under the Loan
Documents.
4. As a condition precedent to the effectiveness of the Amendment, Foothill
shall have received an amendment fee of Fifty Thousand Dollars ($50,000), which
fee is earned in full by Foothill and due and payable by Borrower to Foothill
concurrently with the execution and delivery of this Amendment by Borrower.
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 the 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) The 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 invalidated without affecting the remaining provisions of this Agreement
or the Loan Agreement, respectively.
IN WITNESS HEREOF, this Amendment has been executed and delivered as of the
date first set forth above.
TOWN & COUNTRY CORPORATION,
a Massachusetts corporation
By /s/ Francis X. Correra
Name:
Title:
TOWN & COUNTRY FINE JEWELRY GROUP, INC.,
a Massachusetts corporation
By /s/ Francis X. Correra
Name: Francis X. Correra
Title: Vice President
GOLD LANCE, INC., a Massachusetts corporation
By /s/ Francis X. Correra
Name: Francis X. Correra
Title: Treasurer
L. G.BALFOUR COMPANY, INC.
a Delaware corporation
By /s/ Francis X. Correra Name:
Francis X. Correra
Title: Executive Vice President
FOOTHILL CAPITAL CORPORATION
a California Corporation
By /s/ Anthony Aloi
Name: Anthony Aloi
Title: Assistant Vice President