EXHIBIT 10.1
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth Amendment") is
dated as of the 16th day of December, 2003 among CROWN CRAFTS, INC., CHURCHILL
WEAVERS, INC., HAMCO, INC. and CROWN CRAFTS INFANT PRODUCTS, INC. (collectively,
the "Borrowers"), WACHOVIA BANK, NATIONAL ASSOCIATION (successor by merger to
Wachovia Bank, N.A.), as Agent (the "Agent") and WACHOVIA BANK, NATIONAL
ASSOCIATION (successor by merger to Wachovia Bank, N.A.), BANC OF AMERICA
STRATEGIC SOLUTIONS, INC. (assignee of Bank of America, N.A.) and THE PRUDENTIAL
INSURANCE COMPANY OF AMERICA, as Lenders (collectively, the "Lenders");
W I T N E S S E T H :
WHEREAS, the Borrowers, the Agent and the Lenders executed and
delivered that certain Credit Agreement, dated as of July 23, 2001, as amended
by First Amendment to Credit Agreement dated as of September 28, 2001, Second
Amendment to Credit Agreement dated as of November 25, 2002, Third Amendment to
Credit Agreement dated as of February 10, 2003, Global Amendment Agreement dated
as of April 29, 2003 and Fifth Amendment to Credit Agreement dated as of August
1, 2003 (as so amended, the "Credit Agreement");
WHEREAS, the Borrowers, the Agent and the Lenders have agreed to
certain amendments to the Credit Agreement to provide for the issuance of a
Letter of Credit having an expiration date that extends beyond the Revolving
Loan Maturity Date, subject to the terms and conditions hereof;
NOW, THEREFORE, for and in consideration of the above premises and
other good and valuable consideration, the receipt and sufficiency of which
hereby is acknowledged by the parties hereto, the Borrowers, the Agent and the
Lenders hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Amendment to Section 2.16(c). Section 2.16(c) of the Credit
Agreement hereby is deleted in its entirety and the following is substituted
therefor:
(c) which has an expiration date less than 30 days prior to
the Revolving Loan Termination Date; provided, however, that: (i)
pursuant to the Second Amendment to Credit Agreement, (x) the Agent and
the Lenders (and Wachovia, in its capacity as issuer thereof) consented
to the issuance of a Letter of Credit, Wachovia letter of credit number
LC 870-132220, in the face amount of $1,000,000, in favor of Disney
Enterprises, and having an expiration date of March 31, 2005 (the
"Disney Letter of Credit") and (y) the Borrowers expressly agreed that
the Disney Letter of Credit is subject to the provisions of Section
2.08, so that on the Revolving Loan Termination Date, the Borrowers are
required to pledge in favor of the Collateral Agent cash collateral
equal to at least 110% of the outstanding Letter of Credit Obligations
arising therefrom; and (ii) the Agent and the Lenders (and Wachovia, in
its capacity as issuer thereof) hereby agree to the extension of the
expiration date of the Disney Letter of Credit to March 31, 2006,
subject to the agreements and requirements described in clause (i)(y)
hereof, which shall continue in force and effect.
3. Restatement of Representations and Warranties. The Borrowers hereby
restate and renew each and every representation and warranty heretofore made by
them in the Credit Agreement and the other Loan Documents as fully as if made on
the date hereof (except where reference is expressly made to a specific date)
and with specific reference to this Sixth Amendment and all other loan documents
executed and/or delivered in connection herewith.
4. Effect of Amendment. Except as set forth expressly hereinabove, all
terms of the Credit Agreement and the other Loan Documents shall be and remain
in full force and effect, and shall constitute the legal, valid, binding and
enforceable obligations of the Borrowers. The amendments contained herein shall
be deemed to have prospective application only, unless otherwise specifically
stated herein.
5. Ratification. The Borrowers hereby restate, ratify and reaffirm each
and every term, covenant and condition set forth in the Credit Agreement and the
other Loan Documents effective as of the date hereof.
6. Counterparts. This Sixth Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered (which may be by facsimile) shall be deemed
to be an original and all of which counterparts, taken together, shall
constitute but one and the same instrument.
7. Section References. Section titles and references used in this Sixth
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto evidenced hereby.
8. No Default. To induce the Agent and the Lenders to enter into this
Sixth Amendment and to continue to make advances pursuant to the Credit
Agreement, the Borrowers hereby acknowledge and agree that, as of the date
hereof, and after giving effect to the terms hereof, there exists (i) no Default
or Event of Default and (ii) no right of offset, defense, counterclaim, claim or
objection in favor of the Borrowers arising out of or with respect to any of the
Loans or other obligations of the Borrowers owed to the Lenders under the Credit
Agreement.
9. Further Assurances. The Borrowers agree to take such further actions
as the Agent shall reasonably request in connection herewith to evidence the
amendments herein contained.
10. Governing Law. This Sixth Amendment shall be governed by and
construed and interpreted in accordance with, the laws of the State of Georgia.
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11. Conditions Precedent. This Sixth Amendment shall become effective
only upon execution and delivery (including by facsimile) of this Sixth
Amendment by each of the parties hereto.
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IN WITNESS WHEREOF, the Borrowers, the Agent and each of the Lenders
has caused this Sixth Amendment to be duly executed, under seal, by its duly
authorized officer as of the day and year first above written.
CROWN CRAFTS, INC., (SEAL)
By: /s/ E. Randall Chestnut
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Name: E. Randall Chestnut
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Title: President and CEO
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CHURCHILL WEAVERS, INC.,
HAMCO, INC.
CROWN CRAFTS INFANT
PRODUCTS, INC. (SEAL)
By: /s/ Olivia Woodyear
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Name: Olivia Woodyear
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Title: Secretary-Treasurer
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WACHOVIA BANK, NATIONAL ASSOCIATION
(successor by merger
to Wachovia Bank, N.A.), (SEAL)
as Agent and as a Lender
By: /s/ Monica H. Cole
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Name: Monica H. Cole
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Title: VP
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BANC OF AMERICA STRATEGIC SOLUTIONS,
INC. (assignee of Bank of America, N.A.), (SEAL)
as a Lender
By: /s/ John F. Register
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Name: John F. Register
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Title: Principal
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THE PRUDENTIAL INSURANCE (SEAL)
COMPANY OF AMERICA, as a Lender
By: /s/ Paul G. Price
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Name: Paul G. Price
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Title: Vice President
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