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EXHIBIT 10.34
[BANK OF AMERICA LETTERHEAD]
November 1, 1999
Tandy Brands Accessories, Inc.
Arlington, Texas
Re: Uncommitted Line of Credit
Gentlemen:
Bank of America, N.A. ("Bank of America") is pleased to provide an uncommitted
$25,000,000 Money Market Line to Tandy Brands Accessories, Inc. ("TBA") upon the
following terms and conditions:
Money Market Line: An uncommitted $25,000,000 Money Market Line (the
"Line") which shall be on an "as available" basis.
Bank of America shall have no obligation to make any
advance under the Line. TBA may also request under
the Line that Bank of America (a) issue standby
letters of credit and documentary letters of credit
("Letters of Credit") and (b) create banker's
acceptances ("Acceptances"). The aggregate amount of
(y) all undrawn amounts, and all amounts drawn and
not reimbursed under any Letters of Credit, and (z)
all outstanding Acceptances, shall be reserved under
the Line and shall not be available for advances
thereunder.
Minimum Advance: $100,000, or any integral multiple of $25,000 in
excess of such amount.
Terms of Advances: TBA may request an advance under the Line not later
than 11:30 a.m. (i) on the business day such advance
is requested to be made if the maturity date of such
advance is for no more than 29 days, or (ii) at least
2 business days prior to the business day such
advance is requested to be made if the maturity date
of such advance is for more than 29 days. The amount,
interest rate (which shall be
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November 1, 1999
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computed on the basis of actual days elapsed over
a 360 day year) and maturity date of each advance
(which may not be more than 90 days after the date
of such advance) will be agreed upon by Bank of
America and TBA on or before such advance is made
(failing which such advance will not be made) and
such agreement shall be promptly confirmed in
writing from Bank of America to TBA, which
confirmation shall be conclusive in the absence of
manifest error.
Availability Period: Advances may be requested from the date of
acceptance of this letter by TBA to the date
either Bank of America or TBA, in its sole
discretion, terminates the Line in writing. In the
event Bank of America elects to terminate the
Line, Bank of America may, in its sole discretion,
demand that any outstanding advances be repaid,
with accrued interest, on the effective date of
termination.
Promissory Note: Advances will be evidenced by a master revolving
promissory note (the "Note") in the form of
Exhibit A attached hereto. The terms of each
advance will be recorded by Bank of America on the
grid attached to the Note, but the inaccuracy, or
the failure of Bank of America to make any such
recordation shall not affect the obligations of
TBA under the Note.
Payments Prior to Maturity: If TBA elects or is required (other than upon
demand by Bank of America made at a time that no
default otherwise exists) to repay all or any part
of any advance prior to its agreed upon maturity,
TBA shall, at the request of Bank of America, pay
to Bank of America such amount as Bank of America
determines is necessary to compensate Bank of
America for any breakage costs.
Default: Advances under the Line are payable on demand, but
if no demand is made, on the maturity date of the
particular advance. A default shall be deemed to
exist under the
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November 1, 1999
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Note and Bank of America shall be entitled to
accelerate the indebtedness evidenced by the Note
and exercise its other available remedies in the
event TBA fails to repay any advance, or accrued
interest thereon, on demand or when due or upon
the occurrence of a default or event of default,
at maturity or permitting acceleration, under any
agreement for money borrowed or for the deferred
purchase price of property under which TBA is
liable in an amount of $1,000,000 or more. In
addition, the Line will be automatically
terminated and the indebtedness evidenced by the
Note will be automatically accelerated upon the
insolvency of TBA or the commencement by or
against (if not dismissed within 60 days) TBA of
any bankruptcy, insolvency, moratorium or other
debtor relief proceeding.
Additional Requirements: TBA shall provide Bank of America the following
information.
1. Copy of the audited consolidated FYE financial
statement of Borrower as soon as available or
within one hundred twenty (120) days after the
close of each fiscal year.
2. Copy of the consolidated quarterly financial
statements of Borrower as soon as available or
within forty-five (45) days after the close of
each fiscal quarter.
3. With each financial statement, a copy of TBA's
compliance certificate required under its
financial agreements with Wells Fargo HSBA Trade
Bank, N.A. and Bank of America.
Notification: TBA shall notify Bank of America in writing within
five (5) business days regarding any
modifications, amendments, waivers, etc. to its
existing credit agreement with Wells Fargo HSBC
Trade Bank, N.A.
Governing Law: Texas
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THIS WRITTEN AGREEMENT, TOGETHER WITH THE NOTE, REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL
AGREEMENTS BETWEEN THE PARTIES.
Very truly yours,
BANK OF AMERICA, N.A.
/s/ VINCE LIBERIO
By: Vince Liberio
Title: Senior Vice President
Accepted and Agreed To:
TANDY BRANDS ACCESSORIES, INC.
By: /s/ STANLEY T. NINEMIRE
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Title: CFO
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NAME: STANLEY T. NINEMIRE
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Exhibit "A"
NOTE
$25,000,000 Fort Worth, Texas November 1, 1999
For value received, TANDY BRANDS ACCESSORIES, INC., a Delaware
Corporation (the "Borrower"), promises to pay to the order of Bank of America,
N.A. (the "Bank") the unpaid principal amount of each advance made by the Bank
to the Borrower pursuant to the Letter Agreement referred to below ON DEMAND or,
if not theretofore demanded, on the maturity date therefor determined in
accordance with the Letter Agreement. The Borrower promises to pay interest on
the unpaid principal amount of each such advance ON DEMAND or, if not
theretofore demanded, on such maturity date and at the rate determined in
accordance with the Letter Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of the Bank, 500 West Seventh Street,
Fort Worth, Texas 76102-4700.
All advances made by the Bank, the respective interest rates
applicable thereto and maturities thereof and all repayments of the principal
thereof shall be recorded by the Bank on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof, provided that
the inaccuracy of, or the failure of the Bank to make, any such recordation
shall not affect the obligations of the Borrower hereunder.
This note is the Note referred to in the Letter Agreement dated as of
November 1, 1999 between the Borrower and the Bank (as the same may be amended
from time to time, the "Letter Agreement"). Reference is made to the Letter
Agreement for provisions for the prepayment hereof and the acceleration of the
maturity hereof.
TANDY BRANDS ACCESSORIES, INC.
By: /s/ STANLEY T. NINEMIRE
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Title: CFO
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Name: STANLEY T. NINEMIRE
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