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EXHIBIT 10.41
December 18, 2000
Tandy Brands Accessories, Inc.
690 East Lamar Blvd.
Arlington, Texas 76011
Ladies and Gentlemen:
This Second Amendment to the Revolving Credit Agreement (the
"Amendment") will serve to set forth the amended terms of the financing
transaction by and between TANDY BRANDS ACCESSORIES, INC. ("Borrower"), and
WELLS FARGO HSBC TRADE BANK, N.A. ("Lender").
WHEREAS, Borrower and Lender have entered into that certain Revolving
Credit Agreement, dated April 30, 1999, as amended (the "Credit Agreement"); and
WHEREAS, the Borrower and the Lender have agreed to make certain
changes to the Credit Agreement subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. DEFINITIONS. All capitalized terms used but not otherwise
defined in this Amendment shall have the meaning ascribed to
them in the Credit Agreement. Unless otherwise specified, all
section references herein refer to sections of the Credit
Agreement.
2. AMENDMENTS. The Credit Agreement is hereby amended as follows:
2.1 AMENDMENT TO "APPLICABLE MARGIN". The definition of
"Applicable Margin" is amended to read as follows:
"REVOLVING CREDIT COMMITMENT
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Eurodollar Prime Rate Quoted Rate
Borrowings Borrowings Borrowings
---------- ---------- -----------
.75% 0% .75%"
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2.2 AMENDMENT TO SECTION 7.9. Present Section 7.9 of the
Credit Agreement is deleted and replaced by the
following
"7.9 Fixed Charges Coverage. Borrower shall not
permit the ratio of (a) EBITDA to (b) Fixed Charges,
in each case for Borrower and its Subsidiaries and
for the four (4) fiscal quarters ending on the date
of the determination, to be less than 1.5 to 1.0."
3. CONDITIONS PRECEDENT. As a condition precedent to the
effectiveness of this Amendment, Borrower agrees to provide
the following documents to Lender:
(a) Each of the Guarantors shall execute and deliver to
Lender a confirmation of guarantee in form and
substance satisfactory to Lender confirming each
Guarantor's guarantee of Borrower's indebtedness
under the Credit Agreement.
4. RATIFICATIONS, REPRESENTATIONS AND WARRANTIES. The terms and
provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in
the Credit Agreement and, except as expressly modified and
superseded by this Amendment, the terms and provisions of the
Credit Agreement are ratified and confirmed and shall continue
in full force and effect. The Borrower and Lender agree that
the Credit Agreement, as amended hereby, shall continue to be
legal, valid, binding and enforceable in accordance with their
respective terms. The Borrower represents and warrants that as
of the date hereof, there is no Event of Default or Potential
Default under the Credit Agreement.
5. BENEFITS. This Amendment shall be binding upon and inure to
the benefit of Lender and Borrower, and their respective
successors and assigns; provided, however, that Borrower may
not, without the prior written consent of Lender, assign any
rights, powers, duties or obligations under this Amendment,
the Credit Agreement or any of the other Loan Documents.
6. CONSTRUCTION. This Amendment has been executed and delivered
in the State of Texas, shall be governed by and construed in
accordance with the laws of the State of Texas, and shall be
performable by the parties hereto in Dallas County, Texas.
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7. INVALID PROVISIONS. If any provision of this Amendment is held
to be illegal, invalid or unenforceable under present or
future laws, such provision shall be fully severable and the
remaining provisions of this Amendment shall remain in full
force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance.
8. ENTIRE AGREEMENT. The Credit Agreement, as amended by this
Amendment, contains the entire agreement among the parties
regarding the subject matter hereof and supersedes all prior
written and oral agreements and understandings among the
parties hereto regarding same.
9. REFERENCE TO CREDIT AGREEMENT. The Credit Agreement and any
and all other agreements, documents or instruments now or
hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit Agreement, as amended
hereby, are hereby amended so that any reference in the Credit
Agreement to the "Agreement" shall mean a reference to the
Credit Agreement as amended hereby.
10. COUNTERPARTS. This Amendment may be separately executed in any
number of counterparts, each of which shall be an original,
but all of which, taken together, shall be deemed to
constitute one and the same agreement.
If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Amendment to the undersigned.
Very truly yours,
WELLS FARGO HSBC TRADE BANK, N.A.
By: /s/ DAN A. BYERS
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Name: Dan A. Byers
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Title: Vice President
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Lender's Address:
1445 Ross Avenue
Dallas, Texas 75202
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ACCEPTED as of the date
first written above.
BORROWER:
TANDY BRANDS ACCESSORIES, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Sr. Vice President
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CONFIRMATION OF GUARANTEE
Reference is made to the Revolving Credit Agreement dated April 30,
1999 between WELLS FARGO HSBC TRADE BANK, N.A. ("Lender") and TANDY BRANDS
ACCESSORIES, INC. ("Borrower"), as amended (the "Credit Agreement"). Each of
the undersigned Guarantors hereby confirms that its respective Guaranty
Agreements between each such Guarantor and Lender continues in full force and
effect notwithstanding the Second Amendment to Revolving Credit Agreement
dated as of December 18, 2000 between Lender and Borrower, which Second
Amendment to Revolving Credit Agreement is hereby accepted and consented to by
each Guarantor. In accordance herewith, the aforesaid Guaranty Agreements shall
be deemed to cover and secure the Guaranteed Debt at any time due from Borrower
to Lender pursuant to the Credit Agreement as the latter has been amended and
supplemented by the Second Amendment to Credit Agreement. This Confirmation of
Guarantee shall be governed by and construed in accordance with the laws of the
State of Texas.
TBAC GENERAL MANAGEMENT
COMPANY
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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AMITY/ROLFS, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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TBAC CANTERBURY, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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TIGER ACCESSORIES, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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ACCESSORY DESIGN GROUP, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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TBAC MANAGEMENT COMPANY,
LTD.
BY: TBAC General Management Company,
its General Partner
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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TBAC-PRINCE GARDNER, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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TBAC INVESTMENTS, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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TBAC-SPIELBURG, INC.
By: /s/ STAN NINEMIRE
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Name: Stan Ninemire
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Title: Vice President
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Date: December 18, 2000
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